AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
ARTICLES OF AMENDMENT
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: The Corporation is registered as an open-end company under the Investment Company Act of 1940.
SECOND: Pursuant to authority expressly vested in the Board of Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the Corporation (“Articles of Incorporation”), the Board of Directors of the Corporation has increased in some cases and decreased in some cases the number of shares of capital stock of certain series and classes that the Corporation has authority to issue in accordance with Section 2-105(c) of the Maryland General Corporation Law (the “Reallocation”).
THIRD: Immediately prior to the Reallocation the Corporation had the authority to issue Twenty-Eight Billion (28,000,000,000) shares of capital stock. Following the Reallocation, the Corporation has the authority to issue Twenty-Eight Billion (28,000,000,000) shares of capital stock.
FOURTH: The par value of shares of the Corporation's capital stock before the Reallocation was, and after the Reallocation is, One Cent ($0.01) per share.
FIFTH: Immediately prior to the Reallocation, the aggregate par value of all shares of stock that the Corporation was authorized to issue was Two Hundred Eighty Million Dollars ($280,000,000). After giving effect to the Reallocation, the aggregate par value of all shares of stock that the Corporation is authorized to issue is Two Hundred Eighty Million Dollars ($280,000,000).
SIXTH: Immediately prior to the Reallocation, the number of shares allocated among the duly established classes of shares (each hereinafter referred to as a “Class”) of the eight (8) series of stock and the aggregate par value of each Class was as follows:
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Series Name |
Class Name | Number of Shares Allocated | Aggregate Par Value |
Equity Income Fund | Investor | 3,900,000,000 | 39,000,000 |
| I | 4,500,000,000 | 45,000,000 |
| A | 900,000,000 | 9,000,000 |
| C | 250,000,000 | 2,500,000 |
| G | 20,000,000 | 200,000 |
| R | 55,000,000 | 550,000 |
| R6 | 800,000,000 | 8,000,000 |
| R5 | 80,000,000 | 800,000 |
| Y | 750,000,000 | 7,500,000 |
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J:\LG\ACCP\Charter Documents\ACCP Articles Amendment 10.2024.docx
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Series Name |
Class Name | Number of Shares Allocated | Aggregate Par Value |
| Value Fund | Investor | 1,350,000,000 | 13,500,000 |
| I | 600,000,000 | 6,000,000 |
| A | 60,000,000 | 600,000 |
| C | 20,000,000 | 200,000 |
| R | 325,000,000 | 3,250,000 |
| R6 | 120,000,000 | 1,200,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 130,000,000 | 1,300,000 |
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| Real Estate Fund | Investor | 130,000,000 | 1,300,000 |
| I | 55,000,000 | 550,000 |
| A | 20,000,000 | 200,000 |
| C | 20,000,000 | 200,000 |
| R | 20,000,000 | 200,000 |
| R6 | 170,000,000 | 1,700,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 20,000,000 | 200,000 |
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| Small Cap Value Fund | Investor | 700,000,000 | 7,000,000 |
| I | 1,660,000,000 | 16,600,000 |
| A | 80,000,000 | 800,000 |
| C | 25,000,000 | 250,000 |
| G | 300,000,000 | 3,000,000 |
| R | 20,000,000 | 200,000 |
| R6 | 1,755,000,000 | 17,550,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 70,000,000 | 700,000 |
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| Mid Cap Value Fund | Investor | 1,150,000,000 | 11,500,000 |
| I | 1,060,000,000 | 10,600,000 |
| A | 165,000,000 | 1,650,000 |
| C | 20,000,000 | 200,000 |
| G | 850,000,000 | 8,500,000 |
| R | 60,000,000 | 600,000 |
| R6 | 2,000,000,000 | 20,000,000 |
| R5 | 25,000,000 | 250,000 |
| Y | 100,000,000 | 1,000,000 |
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| Focused Large Cap Value Fund | Investor | 550,000,000 | 5,500,000 |
| I | 40,000,000 | 400,000 |
| A | 30,000,000 | 300,000 |
| C | 20,000,000 | 200,000 |
| G | 2,000,000,000 | 20,000,000 |
| R | 20,000,000 | 200,000 |
| R6 | 150,000,000 | 1,500,000 |
| R5 | 20,000,000 | 200,000 |
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Series Name |
Class Name | Number of Shares Allocated | Aggregate Par Value |
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| Global Real Estate Fund | Investor | 100,000,000 | 1,000,000 |
| I | 80,000,000 | 800,000 |
| A | 20,000,000 | 200,000 |
| C | 20,000,000 | 200,000 |
| G | 345,000,000 | 3,450,000 |
| R | 20,000,000 | 200,000 |
| R6 | 20,000,000 | 200,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 30,000,000 | 300,000 |
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| Small Cap Dividend Fund | Investor | 20,000,000 | 200,000 |
| I | 20,000,000 | 200,000 |
| A | 20,000,000 | 200,000 |
| G | 20,000,000 | 200,000 |
| R | 20,000,000 | 200,000 |
| R6 | 20,000,000 | 200,000 |
SEVENTH: 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 (a) approved the amendments stated in Article SECOND above and (b) has allocated Twenty-Eight Billion (28,000,000,000) shares of the Twenty-Eight Billion (28,000,000,000) shares of authorized capital stock of the Corporation among the eight (8) series of stock of the Corporation and the various Classes of each as follows:
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Series Name |
Class Name | Number of Shares Allocated | Aggregate Par Value |
Equity Income Fund | Investor | 3,900,000,000 | 39,000,000 |
| I | 4,350,000,000 | 43,500,000 |
| A | 900,000,000 | 9,000,000 |
| C | 250,000,000 | 2,500,000 |
| G | 20,000,000 | 200,000 |
| R | 55,000,000 | 550,000 |
| R6 | 800,000,000 | 8,000,000 |
| R5 | 80,000,000 | 800,000 |
| Y | 750,000,000 | 7,500,000 |
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Series Name |
Class Name | Number of Shares Allocated | Aggregate Par Value |
| Value Fund | Investor | 1,350,000,000 | 13,500,000 |
| I | 600,000,000 | 6,000,000 |
| A | 60,000,000 | 600,000 |
| C | 20,000,000 | 200,000 |
| R | 325,000,000 | 3,250,000 |
| R6 | 120,000,000 | 1,200,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 130,000,000 | 1,300,000 |
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| Real Estate Fund | Investor | 130,000,000 | 1,300,000 |
| I | 55,000,000 | 550,000 |
| A | 20,000,000 | 200,000 |
| C | 20,000,000 | 200,000 |
| R | 20,000,000 | 200,000 |
| R6 | 170,000,000 | 1,700,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 20,000,000 | 200,000 |
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| Small Cap Value Fund | Investor | 700,000,000 | 7,000,000 |
| I | 1,660,000,000 | 16,600,000 |
| A | 80,000,000 | 800,000 |
| C | 25,000,000 | 250,000 |
| G | 325,000,000 | 3,250,000 |
| R | 20,000,000 | 200,000 |
| R6 | 1,755,000,000 | 17,550,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 70,000,000 | 700,000 |
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| Mid Cap Value Fund | Investor | 1,150,000,000 | 11,500,000 |
| I | 1,060,000,000 | 10,600,000 |
| A | 165,000,000 | 1,650,000 |
| C | 20,000,000 | 200,000 |
| G | 850,000,000 | 8,500,000 |
| R | 60,000,000 | 600,000 |
| R6 | 2,000,000,000 | 20,000,000 |
| R5 | 25,000,000 | 250,000 |
| Y | 125,000,000 | 1,250,000 |
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| Focused Large Cap Value Fund | Investor | 550,000,000 | 5,500,000 |
| I | 40,000,000 | 400,000 |
| A | 30,000,000 | 300,000 |
| C | 20,000,000 | 200,000 |
| G | 2,000,000,000 | 20,000,000 |
| R | 20,000,000 | 200,000 |
| R6 | 150,000,000 | 1,500,000 |
| R5 | 20,000,000 | 200,000 |
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Series Name |
Class Name | Number of Shares Allocated | Aggregate Par Value |
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| Global Real Estate Fund | Investor | 100,000,000 | 1,000,000 |
| I | 100,000,000 | 1,000,000 |
| A | 20,000,000 | 200,000 |
| C | 20,000,000 | 200,000 |
| G | 345,000,000 | 3,450,000 |
| R | 20,000,000 | 200,000 |
| R6 | 20,000,000 | 200,000 |
| R5 | 20,000,000 | 200,000 |
| Y | 30,000,000 | 300,000 |
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| Small Cap Dividend Fund | Investor | 20,000,000 | 200,000 |
| I | 20,000,000 | 200,000 |
| A | 20,000,000 | 200,000 |
| G | 100,000,000 | 1,000,000 |
| R | 20,000,000 | 200,000 |
| R6 | 20,000,000 | 200,000 |
EIGHTH: Except as otherwise provided by the express provisions of these Articles of Amendment, 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.
NINTH: 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 and is not changed by these Articles of Amendment, except with respect to the creation and/or designation of the various series.
TENTH: The Board of Directors of the Corporation duly adopted resolutions dividing into series and classes the authorized capital stock of the Corporation and allocating shares to each as set forth in these Articles of Amendment.
ELEVENTH: The amendments to the Articles of Incorporation as set forth above were approved by at least a majority of the entire Board of Directors of the Corporation and were limited to changes expressly authorized by Section 2-105(c) or Section 2-605 of the Maryland General Corporation Law without action by the stockholders.
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WITNESS WHEREOF, AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its President and attested to by its Assistant Secretary on this 31st day of October, 2024.
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ATTEST: |
| AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. |
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/s/ Otis H. Cowan |
| /s/ Patrick Bannigan |
Name: | Otis H. Cowan |
| Name: | Patrick Bannigan |
Title | Assistant Secretary |
| Title: | President |
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THE UNDERSIGNED PRESIDENT OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name of and on behalf of said Corporation, as to all matters or facts required to be verified under oath, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, those matters and facts, are true in all material respects under the penalties of perjury.
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Dated: October 31, 2024 |
| /s/ Patrick Bannigan |
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| Patrick Bannigan, President |