AMERICAN CENTURY VARIABLE PORTFOLIOS INC
497, 1998-09-03
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                   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

                              PROSPECTUS SUPPLEMENT

           VP Advantage * VP Capital Appreciation * VP Income & Growth
                          VP International * VP Value

                       SUPPLEMENT DATED SEPTEMBER 4, 1998
                          Prospectus dated May 1, 1998

SPECIAL MEETING OF SHAREHOLDERS

    The Board of Directors has requested that a Special  Meeting of Shareholders
be held on November 16, 1998, for the following purposes:

    1.  To elect a Board of Directors of nine members;

    2.  To vote on the approval of a Management  Agreement with American Century
        Investment Management, Inc. ("ACIM");

    3.  To  ratify  the  selection  of  Deloitte  &  Touche  LLP as  independent
        auditors;

    4.  To  approve  the  adoption  of   standardized   fundamental   investment
        limitations (all funds except VP Income & Growth); and

    5.  To transact such other business as may come before the meeting, although
        we are not aware of any other items to be considered.

    The record date for the meeting is  September 4, 1998.  Shareholders  of the
funds as of the close of  business  on that date will be entitled to vote at the
meeting.  All of the  outstanding  shares of the  funds  are owned by  insurance
companies  that use such shares as funding  options for variable life  insurance
policies and  variable  annuity  contracts  sold by those  insurance  companies.
Accordingly,  those insurance  companies are the only  shareholders  entitled to
attend,  either in person or by proxy,  and vote shares at the Special  Meeting.
Proxy materials  containing more information  about these proposals are expected
to be sent to  shareholders  on  September  24,  1998.  Although  owners  of the
policies/contracts  issued by the insurance companies are not entitled to attend
or vote shares at the Special Meeting,  the insurance  companies are using these
proxy  materials  to solicit  voting  instructions  from  those  policy/contract
holders  entitled  under the terms of their  policies/contracts  to instruct the
insurance  companies  how to  vote  at  the  Special  Meeting.  If  approved  by
shareholders, all proposals will become effective immediately upon approval.

    Further Information About Proposal 2

    The  proposed  Management  Agreement  is only  slightly  different  from the
current  Management  Agreement.  First, the proposed  Management  Agreement will
change the fee schedule for VP Capital  Appreciation,  VP  International  and VP
Value to reflect  voluntary fee waivers by ACIM that will take effect on October
1, 1998.  The proposed  Management  Agreement does not change fees payable by VP
Advantage or VP Income & Growth.  The proposed  Management  Agreement  also will
formalize  an  agreement  between the funds and ACIM with  respect to the funds'
names,  and will  permit  ACIM to contract  with third  parties for  services it
provides to the funds.

    Further Information About Proposal 4

    Because  VP Income & Growth  was  created  after the  adoption  of  standard
fundamental   investment  policies  by  American  Century's  retail  funds,  its
shareholders  do not need to adopt new  policies.  The  other  four  funds  have
fundamental investment  restrictions that vary from each other, from those of VP
Income & Growth and from the other funds in the American  Century family.  Those
four  funds  also have  investment  restrictions  that  reflect  legal and other
requirements  that are no longer  applicable.  In the interests of efficiency in
fund  management  and  compliance,  the manager has formulated a standard set of
policies for all funds that reflect current industry practice and will allow the
funds to respond to changes in  regulatory  and  industry  practice  without the
expense and delay of a shareholder vote. It should be noted that the adoption of
the proposed changes is not expected to  substantially  affect the way the funds
are managed.

The   following   new  section  is  added  after  the  section   "Transfer   and
Administrative  Services"  on page 14 of the VP Advantage  and VP  International
Prospectuses,  page 12 of the VP  Capital  Appreciation  and VP  Income & Growth
Prospectuses, and page 13 of the VP Value Prospectus.

YEAR 2000 ISSUES

    Many of the world's computer systems currently cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
fund's business,  particularly its ability to provide shareholder services,  may
be hampered.

    In addition,  the issuers of  securities  the fund owns could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The manager has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the manager may consider when making investment decisions, and other factors may
receive greater weight.

The  following  disclosure  replaces  the  fourth  paragraph  under the  heading
"Investment Management" found on page 12 of the VP Value Prospectus.

    R. TODD VINGERS,  Portfolio Manager,  joined American Century in August 1994
as an Investment  Analyst,  a position he held until February 1998. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Vingers  attended the  University  of Chicago  Graduate  School of Business from
October 1991 to June 1994, where he obtained his MBA degree.

SH-SPL-13849   9808

                                P.O. Box 419385  [american century logo(reg.sm)]
                          Kansas City, Missouri              American
                                     64141-6385          Century(reg.sm)
                 1-800-345-3533 or 816-531-5575
<PAGE>
                   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

                              PROSPECTUS SUPPLEMENT
                                   VP Balanced

                       SUPPLEMENT DATED SEPTEMBER 4, 1998
                          Prospectus dated May 1, 1998

SPECIAL MEETING OF SHAREHOLDERS

    The Board of Directors has requested that a Special  Meeting of Shareholders
be held on November 16, 1998, for the following purposes:

    1.  To elect a Board of Directors of nine members;

    2.  To vote on the approval of a Management  Agreement with American Century
        Investment Management, Inc. ("ACIM");

    3.  To  ratify  the  selection  of  Deloitte  &  Touche  LLP as  independent
        auditors;

    4.  To  approve  the  adoption  of   standardized   fundamental   investment
        limitations; and

    5.  To transact such other business as may come before the meeting, although
        we are not aware of any other items to be considered.

    The record date for the meeting is  September 4, 1998.  Shareholders  of the
fund as of the close of  business  on that date will be  entitled to vote at the
meeting.  All of the  outstanding  shares  of the  fund are  owned by  insurance
companies  that use such shares as funding  options for variable life  insurance
policies and  variable  annuity  contracts  sold by those  insurance  companies.
Accordingly,  those insurance  companies are the only  shareholders  entitled to
attend,  either in person or by proxy,  and vote shares at the Special  Meeting.
Proxy materials  containing more information  about these proposals are expected
to be sent to  shareholders  on  September  24,  1998.  Although  owners  of the
policies/contracts  issued by the insurance companies are not entitled to attend
or vote shares at the Special Meeting,  the insurance  companies are using these
proxy  materials  to solicit  voting  instructions  from  those  policy/contract
holders  entitled  under the terms of their  policies/contracts  to instruct the
insurance  companies  how to  vote  at  the  Special  Meeting.  If  approved  by
shareholders, all proposals will become effective immediately upon approval.

    Further Information About Proposal 2

    The  proposed  Management  Agreement  is only  slightly  different  from the
current  Management  Agreement.  First, the proposed  Management  Agreement will
change the fund's fee  schedule to reflect a  voluntary  fee waiver by ACIM that
will take effect on October 1, 1998. The proposed Management Agreement also will
formalize  an  agreement  between  the fund and ACIM with  respect to the fund's
name,  and will  permit  ACIM to contract  with third  parties  for  services it
provides to the fund.

    Further Information About Proposal 4

    Currently, the fund's fundamental investment restrictions vary from those of
other  funds  in the  American  Century  family.  The fund  also has  investment
restrictions  that  reflect  legal  and  other  requirements  that are no longer
applicable to the fund. In the  interests of efficiency in fund  management  and
compliance,  the manager has  formulated a standard set of policies that reflect
current  industry  practice  and will  allow the fund to  respond  to changes in
regulatory and industry  practice without the expense and delay of a shareholder
vote.  It should be noted  that the  adoption  of the  proposed  changes  is not
expected to substantially affect the way the fund is managed.

MODIFICATION OF INVESTMENT STRATEGY

Effective  November 1, 1998,  the fund will modify the way its equity portion is
managed.  Historically,  investments  for the  equity  part of the  fund,  which
comprise about 60% of the fund's assets, have been guided by a growth investment
strategy developed by American Century. This has led the fund's equity assets to
be invested in  companies  with  earnings  and  revenues  that are growing at an
accelerating pace.

In order to decrease the volatility potential of its equity portfolio, effective
November 1, 1998, equity  investments will be guided by our quantitative  equity
management style. Accordingly,  as of November 1, 1998, the disclosure set forth
below will replace the second and third paragraphs under the heading "Investment
Policies of the Fund" on page 5 of the Prospectus.

    With the  equity  portion of the VP  Balanced  portfolio,  which  management
intends to be  approximately  60% of the fund's  assets,  the  manager  utilizes
quantitative  management  techniques in a two-step process that draws heavily on
computer technology.  In the first step, the manager ranks stocks, primarily the
1,500 largest  publicly traded  companies in the United States  (measured by the
value of their stock).  These  rankings are determined by using a computer model
that  combines  measures of a stock's  value,  as well as measures of its growth
potential.  To measure  value,  the  manager  uses ratios of stock price to book
value and stock price to cash flow, among others. To measure growth, the manager
uses,  among others,  the rate of growth of a company's  earnings and changes in
the earnings estimates for a company.

    In  the  second  step,  the  manager  uses  a  technique   called  portfolio
optimization. In portfolio optimization,  the manager uses a computer to build a
portfolio  of stocks  from the  ranking  described  earlier  that it thinks will
provide the optimal  balance  between risk and expected  return.  The goal is to
create an equity portfolio that provides better returns than the S&P 500 without
taking on significant additional risk.

In this change of guiding style,  the portfolio  management team responsible for
the equity  portion of Balanced will change.  The team managing the fixed income
portion will not change. To reflect the management team changes,  as of November
1, 1998, the following  disclosure will replace  paragraphs 4, 7 and 8 under the
heading "Investment Manager" on page 13 of the Prospectus.

    JOHN  SCHNIEDWIND,  Senior Vice  President  and Group Leader -  Quantitative
Equity, joined American Century in 1982. He is a member of the team that manages
the equity portion of Balanced.

    JEFFREY R. TYLER,  Senior  Vice  President  and  Portfolio  Manager,  joined
American  Century in January  1988.  He is a member of the team that manages the
equity portion of Balanced.

The   following   new  section  is  added  after  the  section   "Transfer   and
Administrative Services" found on page 14 of the Prospectus.

YEAR 2000 ISSUES

    Many of the world's computer systems currently cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
fund's business,  particularly its ability to provide shareholder services,  may
be hampered.

    In addition,  the issuers of  securities  the fund owns could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The manager has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the manager may consider when making investment decisions, and other factors may
receive greater weight.

SH-SPL-13848   9808

                                P.O. Box 419385  [american century logo(reg.sm)]
                          Kansas City, Missouri              American           
                                     64141-6385          Century(reg.sm)        
                 1-800-345-3533 or 816-531-5575 


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