ARTICLES OF MERGER
MERGING
RREEF SECURITIES FUND, INC.
WITH AND INTO
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
ARTICLES OF MERGER, made and entered into this 13th day of June, 1997,
by and between RREEF Securities Fund, Inc., a Maryland corporation (the "Merging
Corporation"), and American Century Capital Portfolios, Inc., a Maryland
corporation (the "Surviving Corporation").
FIRST: The parties hereto agree that the Merging Corporation shall be
merged with and into the American Century Capital Portfolios, Inc., a Maryland
Corporation (the "Survivor").
SECOND: The Surviving Corporation, which was organized and exists under
the laws of the State of Maryland, shall survive the Merger and shall continue
under the name of American Century Capital Portfolios, Inc.
THIRD: The Merging Corporation was organized and exists under the laws
of the State of Maryland.
FOURTH: Each of the corporations party to these Articles have a
principal office in Baltimore, Maryland.
FIFTH: The Merging Corporation does not own an interest in land in the
State of Maryland.
SIXTH: (a) The total number of shares of capital stock of all series
and classes which the Surviving Corporation has authority to issue is
1,100,000,000 shares of Common Stock with a par value of $0.01 per share for an
aggregate par value of $11,000,000. The Board of Directors of the Surviving
Corporation has designated the shares of such corporation as follows:
100,000,000 shares as shares of the American Century Real Estate Fund Series;
700,000,000 shares as shares of the American Century Value Fund Series; and
300,000,000 shares as shares of the American Century Equity Income Fund Series.
(b) The Board of Directors of the Surviving Corporation has
duly established four classes of shares for each of the American Century Value
Fund series of stock and the American Century Equity Income Fund series of
stock, and three classes of shares for the American Century Real Estate Fund
series of stock, and has allocated the shares designated to each series among
the classes of shares so established. The classes of shares of each series and
the number of shares and aggregate par value of each is as follows:
----------------------------------- ---------------- --------------- -----------
Number of
Shares Aggregate
Series Name Class Name as Allocated Par Value
----------------------------------- ---------------- --------------- -----------
----------------------------------- --------------------------------------------
American Century Equity Income Fund Investor 150,000,000 $1,500,000
Institutional 25,000,000 250,000
Service 62,500,000 625,000
Advisor 62,500,000 625,000
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
American Century Value Fund Investor 350,000,000 $3,500,000
Institutional 60,000,000 600,000
Service 145,000,000 1,450,000
Advisor 145,000,000 1,450,000
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
American Century Real Estate Fund Investor 50,000,000 $ 500,000
Institutional 25,000,000 250,000
Advisor 25,000,000 250,000
----------------------------------- --------------------------------------------
(c) The total number of shares of capital stock of all classes
which the Merging Corporation has authority to issue is 2,000,000,000 shares of
Common Stock with a par value of $0.001 per share, having an aggregate par value
of $2,000,000. The Board of Directors of the Merging Corporation has designated
500,000,000 shares as shares of the RREEF Real Estate Securities Fund series.
The remaining shares of the Merging Corporation are undesignated.
SEVENTH: The Merger herein provided for shall become effective (the
"Effective Date") on the date of the filing of these Articles of Merger with the
Maryland State Department of Assessments and Taxation.
EIGHTH: No amendment is made to the Articles of Incorporation of the
Surviving Corporation as a part of the Merger.
NINTH: On the Effective Date, each share of the issued and outstanding
capital stock of the Merging Corporation shall be automatically converted into
shares of the issued and outstanding capital stock of the Surviving Corporation
which have been designated as Investor class shares of the American Century Real
Estate Fund, without the necessity of any further act or deed, on the basis of
an exchange ratio equal to one share of stock, or fraction thereof, of the
Surviving Corporation for each share of stock, or fraction thereof, of
the Merging Corporation. No consideration other than said conversion will be
paid for the shares of the Merging Corporation.
TENTH: (a) The terms and conditions of the transaction set forth in
these Articles of Merger were advised, authorized and approved by the Surviving
Corporation at a special meeting of the Board of Directors of the Surviving
Corporation held on March 26, 1997.
(b) The terms and conditions of the transaction set forth in
these Articles of Merger were advised, authorized and approved by the Merging
Corporation at a meeting of the Board of Directors of the Merging Corporation
held on April 16, 1997, and at a special meeting of the shareholders of the
Merging Corporation held on June 13, 1997.
(c) The terms and conditions of the transaction set forth in
these Articles of Merger were advised, authorized and approved by the Surviving
Corporation and the Merging Corporation in the manner and by the vote required
by the laws of the State of Maryland and the Charters of each of said
corporations.
ELEVENTH: The merger herein provided for shall have the effect
described in Section 3-114 of the Maryland General Corporation Law.
IN WITNESS WHEREOF, each corporation party to these Articles has caused
these Articles to be signed and acknowledged in the name and on behalf of the
such corporation by its President or Vice President, and attested by its
Secretary or Assistant Secretary, the day and year first above written, and each
such signatory does hereby acknowledge the same to be the act of such
corporation, and that to the best of his knowledge, information and belief, all
matters and facts stated herein are true in all material respects, this
statement being made under the penalties of perjury.
ATTEST: RREEF Securities Fund, Inc.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxx Xxxxxxx
Xxxxx Xxxxxxxx, Assistant Xxx Xxxxxxx, President
Secretary
American Century Capital Portfolios, Inc.
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Secretary Xxxxxxx X. Xxxxx,
Executive Vice President
