ARTICLES OF INCORPORATION
OF
AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC.
FIRST: I, the undersigned, Janet A. Nash, whose address is 4500 Main
Street, P.O. Box 418210, Kansas City, Missouri 64111, being at least 18 years of
age, do, under and by virtue of the general laws of the State of Maryland,
execute and acknowledge these Articles of Incorporation as incorporator with the
intention of forming a corporation.
SECOND: The name of the corporation is:
"AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC."
THIRD: The purposes for which the corporation is formed are:
1. to carry on the business of an investment company; and
2. to engage in any or all lawful business for which
corporations may be organized under the Maryland General
Corporation Law except insofar as such business may be
limited by the Investment Company Act of 1940 as from time
to time amended, or by any other law of the United States
regulating investment companies, or by limitations imposed
by the laws of the several states wherein the corporation
offers its shares.
FOURTH: The name of the resident agent of the corporation in this state
is The Corporation Trust Incorporated, a corporation of this state, and the
address of the resident agent is 300 East Lombard Street, Baltimore, Maryland
21202. The current address of the principal office of the corporation in the
State of Maryland is c/o The Corporation Trust Incorporated, 300 East Lombard
Street, Baltimore, Maryland 21202.
FIFTH:
1. The total number of shares of stock which the corporation shall have
authority to issue is 100,000,000 shares of a par value of $0.01 each, and an
aggregate par value of $1,000,000. All such shares are herein classified as
"common stock" subject, however, to the authority herein granted to the Board of
Directors to divide such shares into such classes and series as the Board of
Directors may from time to time determine.
2. The preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms or
conditions of redemption thereof shall be as follows:
(a) Holders of shares of stock of the corporation shall be
entitled to one vote for each dollar of net asset value per share for
each share of stock held, irrespective of the class or series;
provided, however, that (1) matters affecting only one class or series
shall be voted upon only by that class or series, and (2) where
required by the Investment Company Act of 1940 or the regulations
adopted thereunder or any other applicable law, certain matters shall
be voted on separately by each class or series of shares affected.
(b) All payments received by the corporation for the sale of
stock of each class or series and the investment and reinvestment
thereof and the income, earnings and profits thereon shall belong to
the class or series of shares with respect to which such payments were
received, and are herein referred to as "assets belonging to" such
class or series. Any assets which are not readily identifiable as
belonging to any particular class or series shall be allocated to any
one or more of any class or series in such manner as the Board of
Directors in its sole discretion deems fair and equitable.
(c) The assets belonging to each class or series shall be
charged with the liabilities of the corporation in respect of that
class or series, and any liabilities of the corporation that are not
readily identifiable as belonging to any particular class or series in
such manner as the Board of Directors in its sole discretion deems fair
and equitable.
(d) The holders of the outstanding shares of each class or
series of capital stock of the corporation shall be entitled to receive
dividends from ordinary income and distributions from capital gains of
the assets belonging to such class or series in such amounts, if any,
and payable in such manner, as the Board of Directors may from time to
time determine. Such dividends and distributions may be declared and
paid by means of a formula or other method of determination at meetings
held less frequently than the declaration and payment of such dividends
and distributions.
(e) In the event of the liquidation or dissolution of the
corporation or of any class or series thereof, stockholders of each
class or series shall be entitled to receive the assets belonging to
such class or series to be distributed among them in proportion to the
number of shares of such class or series held by them.
(f) Each holder of any class or series of stock of the
corporation, upon proper documentation and the payment of all taxes in
connection therewith, may require the corporation to redeem or
repurchase such stock at the net asset value thereof, less a redemption
charge or discount, if any, determined by the Board of Directors.
Payment shall be made in cash or in kind as determined by the
corporation.
(g) Each holder of any class or series of stock of the
corporation may, upon proper documentation and the payment of all taxes
in connection therewith, convert the shares represented thereby into
shares of stock of any other class or series of the corporation on the
basis of their relative net asset values, less a conversion charge or
discount, if any, determined by the Board of Directors, provided,
however, that the Board of Directors may abolish, limit or suspend such
right of conversion.
(h) The corporation may cause the shares of any class or
series owned by any stockholder to be redeemed whenever the number of
such shares or their dollar value is below the minimum fixed by the
Board of Directors for such class or series.
SIXTH: The number of directors of the corporation shall not be more
than eleven, which number may be changed in accordance with the Bylaws of the
corporation but shall never be less than seven. The names of the directors who
shall act until the first annual meeting of stockholders and until their
successors are elected and qualify are:
Albert A. Eisenstat
Ronald J. Gilson
William M. Lyons
Myron S. Scholes
Kenneth E. Scott
Isaac Stein
James E. Stowers III
Jeanne D. Wohlers
SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the corporation, its directors
and stockholders:
1. The Board of Directors has exclusive authority to make,
amend, and repeal the Bylaws of the corporation.
2. The Board of Directors shall have the power and authority
(i) to divide or classify (and reclassify) the shares of common stock
into such classes and/or series as the Board of Directors may from time
to time determine, (ii) to fix the number of shares of stock in each
such class or series, (iii) to increase or decrease the aggregate
number of shares of stock of the corporation or the number of shares of
stock of any such series or class, and (iv) to set or change the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption thereof that are not stated in these Articles of
Incorporation.
3. No holder of shares of stock of any class or series shall
be entitled as a matter of right to subscribe for or purchase or
receive any part of any new or additional issue of shares of stock of
any class or series or of securities convertible into shares of stock
of any class or series, whether now or hereafter authorized or whether
issued for money, for a consideration other than money, or by way of
dividend.
4. Notwithstanding any provisions of law requiring a greater
proportion than a majority of the votes of all classes or series or of
any class or series of stock entitled to be cast to take or authorize
any action, the corporation may take or authorize such action upon the
concurrence of a majority of the aggregate number of the votes entitled
to be cast thereon.
5. The corporation reserves the right from time to time to
make any amendments of its charter, now or hereafter authorized by law,
including any amendment which alters the contract rights, as expressly
set forth in its charter, or any outstanding stock.
6. The corporation is not required to hold an annual meeting
in any year in which the election of directors is not required to be
acted upon under the Investment Company Act of 1940.
7. Unless a greater number therefor shall be specified in the
Bylaws of the corporation, the presence at any stockholders meeting, in
person or by proxy, of stockholders entitled to cast one-third of the
votes thereat shall be necessary and sufficient to constitute a quorum
for the transaction of business at such meeting.
EIGHTH: No director of this corporation shall be personally liable for
monetary damages to the corporation or any stockholder, except to the extent
that such exclusion from liability shall be limited pursuant to Section 2-405.2
of the Maryland General Corporation Law or Section 17 of the Investment Company
Act of 1940.
NINTH: The corporation shall indemnify to the full extent permitted by
law each person who has served at any time as director or officer of the
corporation, and his heirs, administrators, successors and assigns, against any
and all reasonable expenses, including counsel fees, amounts paid upon
judgments, and amounts paid in settlement (before or after suit is commenced)
actually incurred by such person in connection with the defense or settlement of
any claim, action, suit or proceeding in which he is made a party, or which may
be asserted against him, by reason of being or having been a director or officer
of the corporation. Such indemnification shall be in addition to any other
rights to which such person may be entitled under any law, bylaw, agreement,
vote of stockholders, or otherwise. Notwithstanding the foregoing, no officer or
director of the corporation shall be indemnified against any liability, whether
or not there is an adjudication of liability, arising by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties within
the meaning of Section 17 (and the interpretations thereunder) of the Investment
Company Act of 1940. Any determination to indemnify under this Article Ninth
shall be made by "reasonable and fair means" within the meaning of Section 17
and shall otherwise comply with the Investment Company Act and interpretations
thereunder.
TENTH: All of the provisions of these Articles of Incorporation are
subject to, and shall be effective only in compliance with, the Investment
Company Act of 1940, all other applicable laws of the United States, the
applicable laws of the several states and the applicable rules and regulations
of administrative agencies having jurisdiction, as such laws, rules and
regulations may from time to time be amended.
IN WITNESS WHEREOF, the undersigned, who executed the foregoing
Articles of Incorporation, hereby acknowledges the same to be her act and
states, that to the best of her knowledge, information and belief, the matters
and facts therein are true in all material respects, and that this statement is
made under penalties of perjury.
Dated this 15th day of September, 2000.
/*/Janet A. Nash
Janet A. Nash
