AMERICAN CENTURY CAPITAL PORTFOLIOS, INC
ARTICLES SUPPLEMENTARY
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a Maryland corporation whose
principal Maryland office is located in Baltimore, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: Pursuant to authority expressly vested in the Board of Directors
by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the
Corporation, the Board of Directors of the Corporation has allocated One Billion
One Hundred Million (1,100,000,000) shares of the One Billion One Hundred
Million (1,100,000,000) shares of authorized capital stock of the Corporation,
par value One Cent ($0.01) per share, for an aggregate par value of Eleven
Million Dollars ($11,000,000). As a result of the action taken by the Board of
Directors referenced in Article FIRST of these Articles Supplementary, the six
(6) Series of stock of the Corporation and the number of shares and aggregate
par value of each is as follows:
Series Number of Shares Aggregate Par Value
------ ---------------- -------------------
Equity Income Fund 125,000,000 $1,250,000
Value Fund 575,000,000 $5,750,000
Real Estate Fund 75,000,000 $ 750,000
Small Cap Value Fund 75,000,000 $ 750,000
Equity Index Fund 175,000,000 $1,750,000
Large Cap Value Fund 75,000,000 $ 750,000
SECOND: Pursuant to authority expressly vested in the Board of
Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation,
the Board of Directors of the Corporation (a) has duly established four (4)
classes of shares (each hereinafter referred to as a "Class") for the Series of
the capital stock of the Corporation and (b) has allocated the shares designated
to the Series in Article FIRST above among the Classes of shares. As a result of
the action taken by the Board of Directors, the Classes of shares of the six (6)
Series of stock of the Corporation and the number of shares and aggregate par
value of each is as follows:
Number of
Shares Aggregate
Series Name Class Name Allocated Par Value
----------- ---------- --------- ---------
Equity Income Fund Investor 100,000,000 $1,000,000
Institutional 12,500,000 125,000
Service 0 0
Advisor 12,500,000 125,000
Value Fund Investor 500,000,000 $5,000,000
Institutional 50,000,000 500,000
Service 0 0
Advisor 25,000,000 250,000
Real Estate Fund Investor 50,000,000 $500,000
Institutional 12,500,000 125,000
Service 0 0
Advisor 12,500,000 125,000
Small Cap Value Fund Investor 50,000,000 $500,000
Institutional 12,500,000 125,000
Service 0 0
Advisor 12,500,000 125,000
Equity Index Fund Investor 25,000,000 $ 250,000
Institutional 150,000,000 1,500,000
Large Cap Value Fund Investor 50,000,000 $500,000
Institutional 12,500,000 125,000
Service 0 0
Advisor 12,500,000 125,000
THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or Class or any unissued
shares that have not been allocated to a Series or Class, and to fix or alter
all terms thereof, to the full extent provided by the Articles of Incorporation
of the Corporation.
FOURTH: A description of the series and classes of shares, including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions for
redemption is set forth in the Articles of Incorporation of the Corporation and
is not changed by these Articles Supplementary, except with respect to the
creation and/or designation of the various Series.
FIFTH: The Board of Directors of the Corporation duly adopted
resolutions dividing into Series the authorized capital stock of the Corporation
and allocating shares to each Series as set forth in these Articles
Supplementary.
IN WITNESS WHEREOF, AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. has
caused these Articles Supplementary to be signed and acknowledged in its name
and on its behalf by its Vice President and attested to by its Assistant
Secretary on this 8th day of June, 2000.
AMERICAN CENTURY CAPITAL
ATTEST: PORTFOLIOS, INC.
/s/ Janet A. Nash By: /s/ David C. Tucker
Name: Janet A. Nash Name: David C. Tucker
Title: Assistant Secretary Title: Vice President
THE UNDERSIGNED Vice President of AMERICAN CENTURY CAPITAL PORTFOLIOS,
INC., who executed on behalf of said Corporation the foregoing Articles
Supplementary to the Charter, of which this certificate is made a part, hereby
acknowledges, in the name of and on behalf of said Corporation, the foregoing
Articles Supplementary to the Charter to be the corporate act of said
Corporation, and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects under the penalties of
perjury.
Dated: June 8, 2000 /s/ David C. Tucker
David C. Tucker, Vice President
