EXHIBIT (11)
AMERICAN CENTURY INVESTMENTS
4500 MAIN STREET
KANSAS CITY, MISSOURI 64111
February 27, 2007
American Century Capital Portfolios, Inc.
4500 Main Street
Kansas City, Missouri 64111
Ladies and Gentlemen:
I have acted as counsel to American Century Capital Portfolios, Inc., a
Maryland corporation (the "Company"), in connection with the Company's
Registration Statement on Form N-14 (File No. 33-64872), which relates to the
Company's authorized shares of common stock, par value One Cent ($0.01) per
share (the "Shares"), proposed to be issued in connection with (1) the proposed
reclassification of Advisor Class shares of the Large Company Value Fund and the
Value Fund as A Class shares of the same funds and (2) the proposed
reclassification of C Class shares of the Small Cap Value Fund as Advisor Class
shares of the same fund (collectively, the "Reclassifications").
In connection with rendering the opinions set forth below, I have examined
the Registration Statement; the Company's Articles of Incorporation, Articles
Supplementary and Bylaws, as reflected in the Company's corporate records;
resolutions of the Board of Directors of the Company relating to the approval of
the Reclassifications and the issuance of the Shares; and such other documents
as I deemed relevant. In conducting my examination, I have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity, accuracy and completeness of documents purporting to be originals
and the conformity to originals of any copies of documents. I have not
independently established any facts represented in the documents so relied on.
I am a member of the Bar of the State of Missouri. The opinions expressed
in this letter are based on the facts in existence and the laws in effect on the
date hereof and are limited to the laws (other than the conflict of law rules)
of the State of Maryland that in my experience are normally applicable to the
issuance of shares by registered investment companies organized as corporations
under the law of that state and to the Securities Act of 1933, as amended (the
"1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"),
and the regulations of the Securities and Exchange Commission (the "SEC")
thereunder. I express no opinion with respect to any other laws.
Based upon and subject to the foregoing and the qualifications set forth
below, it is my opinion that:
1. The issuance of the Shares in connection with the Reclassifications has
been duly authorized by the Company.
2. When issued upon the terms provided in the Registration Statement,
subject to compliance with the 1933 Act, the 1940 Act, and applicable state laws
regulating the offer
American Century Capital Portfolios, Inc.
February 27, 2007
Page 2
and sale of securities, and assuming the continued valid existence of the
Company under the laws of the State of Maryland, the Shares will be validly
issued, fully paid and non-assessable.
For the record, it should be stated that I am an officer and employee of
American Century Services, LLC, an affiliate of the Company's investment
advisor.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. I assume no obligation to advise you of any changes in
the foregoing subsequent to the effectiveness of the Registration Statement. In
giving my consent I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the SEC thereunder. The opinions expressed herein are matters of
professional judgment and are not a guarantee of result.
Very truly yours,
/s/ Brian L. Brogan
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Brian L. Brogan
Vice President and
Associate General Counsel
BLB/dnh
American Century Value Investor Class (TWVLX)
Filed: 27 Feb 07, 12:00am