UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 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)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-l2 AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. ------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ X ] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: - -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: - -------------------------------------------------------------------------------- 3) Filing Party: - -------------------------------------------------------------------------------- 4) Date Filed: - -------------------------------------------------------------------------------- DATE OF INTENDED RELEASE TO SECURITYHOLDERS: February 17, 2006 ---------------------------------- February 17, 2006 Dear Qualified Plan Sponsor: As indicated in the letter enclosed, Dear Mason Street Fund Shareholder, we have recently announced a change with respect to the Mason Street Family of Funds (the "Reorganization"). Our records indicate that you are an existing client of Northwestern Mutual Investment Services, LLC ("NMIS") under either the "Plan Recordkeeper" or "Foundations Full Service" Programs for defined contribution plans. These Programs provide your Plan with recordkeeping services from Boston Financial Data Services, Inc. ("Boston Financial") and, in some cases, directed trustee services from State Street Bank and Trust Company ("State Street Bank"). In connection with the Reorganization, NMIS' agreements with Boston Financial and State Street Bank will terminate. Thus, the Reorganization and the termination of Boston Financial and State Street Bank will affect you in several ways: YOUR INVESTMENT OPTIONS ARE CHANGING. (a) The Stable Asset Fund Option - Under your existing Program, you have access to the State Street Stable Asset Fund. This fund is offered to customers in the turnkey 401(k) plan (qualified retirement plan) market in addition to certain Mason Street Fund investments. (The Stable Asset Fund is also known as the Turnkey 401(k) Plan Guaranteed Rate Fund (GRF).) Your designation of the Stable Asset Fund as an investment option in your Plan serves as one of the required "core" investments in order for you, as the Plan Sponsor and Fiduciary, to be relieved of liability for the results of investment directions by the Plan Participants. This is known as "section 404(c)" relief, which refers to the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") provision that absolves you of liability for the investment decisions of your Participants. The Stable Asset Fund will no longer be available as a "core" investment option after March 31, 2006. You may wish to consider the American Century Prime Money Market Fund as an alternative core fund for your Plan. See the enclosed Prospectus for information concerning this Fund. (b) Mason Street Index 400 Stock Fund - Additionally, after the Reorganization, the Mason Street Index 400 Stock Fund ("i400 Fund") will no longer be available as a Plan investment option and will be reorganized into an unrelated fund family, the Federated Mid-Cap Index Fund managed by Federated Investors. As a result of the timing of the various stages in the Reorganization, the i400 Fund will no longer exist as of the close of business March 23, 2006. Unless your Plan Participants affirmatively direct the reallocation of their assets out of the i400 Fund before March 24, 2006, any remaining investments in the i400 Fund will automatically be transferred to the Stable Asset Fund as of the close of business on March 23, 2006. As mentioned above, the Stable Asset Fund is only available until March 31, 2006, after which it will not be available. AS A PLAN FIDUCIARY, YOU WILL NEED TO: Amend your relevant Plan document and/or associated investment brochures, etc., to eliminate the Stable Asset Fund and i400 Fund as investment options under your Plan and to add any replacement investment options, which could include the American Century Prime Money Market Fund. To the extent that your Plan Participants do not transfer assets out of the i400 Fund, you will need to authorize Boston Financial, in writing, no later than March 21st, 2006 to transfer any remaining i400 Fund assets to the Stable Asset Fund for the time period between March 24th and March 31st and to transfer any remaining Stable Asset Fund assets to the American Century Prime Money Market Fund after March 31st. Enclosed is an Authorization Form for the Transfer of Funds for this purpose. Please be aware that designation of investment options is a fiduciary function and neither NMIS, Boston Financial, State Street Bank nor American Century is offering you investment or legal advice regarding your fiduciary obligations to the Plan or Plan Participants. Please seek the assistance of your own professional investment or legal advisor as you deem appropriate. Communicate ahead of time (no later than February 21st) to your Plan Participants that they should reallocate their investments in anticipation of both the Stable Asset Fund and the i400 Fund being eliminated. If they do nothing, their remaining accounts in the i400 Fund will be transferred to the Stable Asset Fund as of the close of business on March 23rd as an interim step and then to the American Century Prime Money Market Fund after March 31st. (This is a necessary transition step because the American Century Prime Money Market Fund will not become available until April 3, 2006.) Similarly, any assets in the Stable Asset Fund as of March 31st will be transferred to the American Century Prime Money Market Fund on April 3rd. Your recordkeeping services are changing. Boston Financial will no longer provide recordkeeping services under the "Plan RecordKeeper" or "Foundations Full Service" Programs. Your Participant accounts will be transferred to American Century. NOTE: If you are a Foundations Full Service client, please be aware that American Century does NOT perform legal compliance functions such as nondiscrimination testing, preparing Forms 5500, etc. Accordingly, you will need to contract with a third party administrator (TPA) to replace those services. In addition, in order to facilitate the Reorganization, the Mason Street Funds will no longer accept new purchases, including exchanges and automatic purchases, as of the close of business on March 23, 2006. In addition, for recordkeeping purposes, no redemptions will be able to be processed, i.e., hardships, loans, distributions or Qualified Domestic Relations Orders (QDROs). This freeze on transactions will result in a so-called "blackout" period while the necessary processing occurs at the Fund level and while Boston Financial transfers data to American Century. The blackout period is anticipated to end no later than April 3, 2006; please contact Boston Financial at 800-401-2331 for details specific to your Plan. AS A PLAN FIDUCIARY, YOU WILL NEED TO: Notify your employees who participate in the Plan on or before February 21st that there will be a blackout period and that the last day that they may initiate transactions will be March 23rd. Under ERISA, you have certain duties to properly notify employees. Enclosed is a sample "blackout" notice intended to comply with applicable Department of Labor (DOL) regulations. However, please be aware that neither NMIS, Boston Financial, State Street Bank nor American Century is offering you legal advice regarding your obligations. Please seek the assistance of your own professional legal advisor as you deem appropriate. If you are a client of the Foundations Full-Service Program with, Boston Financial, you also need to find a replacement TPA to provide the legal compliance functions that are not offered by American Century, e.g., nondiscrimination testing, filing of Forms 5500, etc. Your Plan Document is changing (and, if applicable, your Trustee). In connection with the Reorganization, your Retirement Plan will also cease to be eligible for participation in The Northwestern Mutual Life Insurance Company ("1M") Prototype Plan Program and the Boston Financial Prototype Plan Program. In addition, State Street Bank will resign as a directed Trustee on all Money Purchase Pension Plans and 401(k)/Profit Sharing Plans no later than March 31, 2006. AS A PLAN FIDUCIARY, YOU WILL NEED TO: If You Are a Plan Sponsor with A Self-Trusteed - Prototype Plan using an NM Prototype. You must adopt a new amended and restated prototype plan document or have an attorney draft a document specifically for your Plan. American Century has a prototype plan you may wish to consider. Your Financial Representative is also ready to assist you to make this process as seamless as possible. If You are a Plan Sponsor with a State Street Bank Trusteed - Prototype Plan. In addition to adopting a newly amended and restated prototype plan document (as described above), you must also: (i) appoint a successor trustee to replace State Street Bank, (ii) open a new NMIS account (including any individual participant accounts) and transfer all Plan assets into the new NMIS account(s). Depending upon your state's law, the successor trustee may be either an individual trustee (e.g., an owner or officer of the company) or a corporate trustee (bank or similar financial institution). State Street Bank cannot serve as the successor trustee for your Plan. In either situation, unless your Plan covers only a sole proprietor or partners, ERISA requires distribution of a Summary Plan Description (SPD) to Plan Participants and beneficiaries receiving benefits within 120 days of the amended Plan's effective date. The SPD will explain the terms of the new Plan to Participants and indicate the new trustee(s), if applicable. Your registered representative will contact you shortly to help you transition your Plan from its existing service arrangement to the American Century program. If you have questions please contact the Plan Liaison Team at 800-401-2231. Sincerely, Northwestern Mutual Investment Services, LLC Enclosures: Dear Mason Street Fund Shareholder letter American Century Prime Money Market Fund Prospectus Authorization Form for Transfer of Funds Sample Blackout Notice 264124v2
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DEFA14A Filing
American Century Value Investor Class (TWVLX) DEFA14AAdditional proxy soliciting materials
Filed: 17 Feb 06, 12:00am