EXHIBIT (h)(1)
AMENDED AND RESTATED
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT, made as of August 1, 2007, by and between AMERICAN CENTURY
VARIABLE PORTFOLIOS II, INC., a Maryland corporation ("ACVPII"), and AMERICAN
CENTURY SERVICES, LLC, a Missouri limited liability company ("Services").
1. By action of its Board of Directors, ACVPII appointed Services as its
transfer agent, and Services accepted such appointment.
2. As transfer agent for ACVPII, Services shall perform all the functions
usually performed by transfer agents of investment companies, in accordance with
the policies and practices of ACVPII as disclosed in its prospectus or otherwise
communicated to Services from time to time, including, but not limited to, the
following:
(a) Recording the ownership, transfer, conversion and cancellation of
ownership of shares of ACVPII on the books of ACVPII;
(b) Causing the issuance, transfer, conversion and cancellation of stock
certificates of ACVPII;
(c) Establishing and maintaining records of accounts;
(d) Computing and causing to be prepared and mailed or otherwise delivered
to shareholders payment of redemption proceeds due from ACVPII on
redemption of shares and notices of reinvestment in additional shares
of dividends, stock dividends or stock splits declared by ACVPII on
shares of ACVPII;
(e) Furnishing to shareholders such information as may be reasonably
required by ACVPII, including confirmation of shareholder transactions
and appropriate income tax information;
(f) Addressing and mailing to shareholders prospectuses, annual and
semiannual reports; addressing and mailing proxy materials for
shareholder meetings prepared by or on behalf of ACVPII, and
tabulating the proxy votes;
(g) Replacing allegedly lost, stolen or destroyed stock certificates in
accordance with and subject to usual and customary procedures and
conditions;
(h) Maintaining such books and records relating to transactions effected
by Services pursuant to this Agreement as are required by the
Investment Company Act of 1940, or by rules or regulations thereunder,
or by any other applicable provisions of law, to be maintained by
ACVPII or its transfer agent with respect to such transactions;
preserving, or causing to be preserved, any such books and records for
such periods as may be required by any such law, rule or regulation;
furnishing ACVPII such information as to such transactions and at such
times as may be reasonably required by it to comply with applicable
laws and regulations, including but not limited to the laws of the
several states of the United States;
(i) Dealing with and answering all correspondence from or on behalf of
shareholders relating to its functions under this Agreement.
3. ACVPII may perform on site inspection of records and accounts and
perform audits directly pertaining to ACVPII shareholder accounts serviced by
Services hereunder at Services' facilities in accordance with reasonable
procedures at the frequency necessary to show proper administration of this
agreement and the proper audit of ACVPII's financial statements. Services will
cooperate with ACVPII's auditors and the representatives of appropriate
regulatory agencies and furnish all reasonably requested records and data.
4. (a) Services will at all times exercise due diligence and good faith
in performing its duties hereunder. Services will make every reasonable effort
and take all reasonably available measures to assure the adequacy of its
personnel and facilities as well as the accurate performance of all services to
be performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in ACVPII's prospectus.
(b) Services shall not be responsible for, and ACVPII agrees to
indemnify Services for, any losses, damages or expenses (including reasonable
counsel fees and expenses) (a) resulting from any claim, demand, action or suit
not resulting from Services failure to exercise good faith or due diligence and
arising out of or in connection with Services' duties on behalf of the fund
hereunder; (b) for any delay, error, or omission by reason or circumstance
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties (except with response to Services employees),
fire, mechanical breakdowns beyond its control, flood or catastrophe, act of
God, insurrection, war, riot or failure beyond its control of transportation,
communication or power supply; or (c) for any action taken or omitted to be
taken by Services in good faith in reliance on (i) the authenticity of any
instrument or communication reasonably believed by it to be genuine and to have
been properly made and signed or endorsed by an appropriate person, or (ii) the
accuracy of any records or information provided to it by ACVPII, or (iii) any
authorization or instruction contained in any officers' instruction, or (iv) any
advice of counsel approved by ACVPII who may be internally employed counsel or
outside counsel, in either case for ACVPII or Services.
5. Services shall not look to ACVPII for compensation for its services
described herein. It shall be compensated entirely by American Century
Investment Management, Inc. or American Century Global Investment Management,
Inc., as applicable (the "Advisor"), pursuant to the management agreement
between Advisor and ACVPII, which requires Advisor to pay, with certain
exceptions, all of the expenses of ACVPII.
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6. (a) This Agreement may be terminated by either party at any time
without penalty upon giving the other party 60 days' written notice (which
notice may be waived by either party).
(b) Upon termination, Services will deliver to ACVPII all microfilm
records pertaining to shareholder accounts of ACVPII, and all records of
shareholder accounts in machine readable form in the format in which they are
maintained by Services.
(c) All data processing programs used by Services in connection with
the performance of its duties under this Agreement are the sole and exclusive
property of Services, and after the termination of this Agreement, ACVPII shall
have no right to use the same.
IN WITNESS WHEREOF, the parties have executed this instrument as of the day
and year first above written.
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Senior Vice President
AMERICAN CENTURY SERVICES, LLC
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Vice President
