AMERICAN CENTURY VARIABLE PORTFOLIOS INC, PRE 14A, 1998-08-28

AMERICAN CENTURY VARIABLE PORTFOLIOS INC
PRE 14A, 1998-08-28

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Co-Registrants __X__
Filed by a Party other than the Registrant _____

Check the appropriate box:

__X__ Preliminary Proxy Statement

_____ Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2)

_____ Definitive Proxy Statement

_____ Definitive Additional materials

_____ Soliciting Material Pursuant to ss.240.14a-l l(c) or ss.240.14a-12

- --------------------------------------------------------------------------------
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

(Name of Co-Registrant as Specified in Their Charters)

Payment of Filing Fee (Check the appropriate box):

__X__ No fee required.

_____ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

_____ Fee paid previously with preliminary materials.
<PAGE>
[american century logo]
American
Century(sm)

Proxy
Statement

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

SEPTEMBER 24, 1998

Important Voting Information Inside!

TABLE OF CONTENTS

Letter from the Chairman........................................................
Proxy Statement Summary.........................................................
Notice of Special Meeting of Shareholders.......................................
Detailed Discussion of Proxy Issues.............................................
Share Ownership.................................................................
Proposal 1: Election of Directors...............................................
Proposal 2: Approval of Management Agreement....................................
Proposal 3: Ratification of Independent Auditors................................
Proposal 4: Adoption of Standardized Fundamental Investment Restrictions........
Change #1: Diversification of Investments....................................
Change #2: Senior Securities.................................................
Change #3: Borrowing.........................................................
Change #4: Lending...........................................................
Change #5: Control and Concentration.........................................
Change #6: Illiquid Securities...............................................
Change #7: Other Investment Companies........................................
Change #8: Real Estate.......................................................
Change #9: Underwriting......................................................
Change #10: Commodities......................................................
Change #11: Unseasoned Issuers...............................................
Change #12: Margin Purchases and Short Sales.................................
Other Matters...................................................................
Schedule I: Number of Outstanding Votes as of ______________, 1998..............
Appendix I: Proposed Management Agreement.......................................
Appendix II: Proposed Standard Fundamental Investment Restrictions..............
Appendix III: Current Fundamental Investment Restrictions.......................

LETTER FROM THE CHAIRMAN

American Century Investments
4500 Main Street
Kansas City, Missouri 64111

September 24, 1998

Dear American Century Investor,

I am writing to inform you of the upcoming Special Meeting of the shareholders
of American Century Variable Portfolios, Inc. You, as a variable life insurance
or variable annuity investor, have selected one or more American Century funds
as a funding option for your variable life/variable annuity contract. All of the
outstanding shares of these funds are owned by insurance companies. Accordingly,
those insurance companies are the only shareholders entitled to attend and vote
at the Special Meeting. Policy/contract holders are not entitled to attend or
vote at the Special Meeting. However, you are being asked to provide voting
instructions to your insurance company on important proposals affecting your
investment.

I'm sure that you, like most people, lead a busy life and are tempted to put
this proxy aside for another day. Please don't. When investors do not return
their voting instruction forms, additional expenses are incurred to pay for
follow-up mailings and telephone calls. PLEASE TAKE A FEW MINUTES TO REVIEW THIS
PROXY STATEMENT, FILL IN, SIGN AND DATE THE ENCLOSED VOTING INSTRUCTION FORM,
AND RETURN IT TO YOUR INSURANCE COMPANY TODAY. If you have selected more than
one American Century fund as a funding option and/or own more than one variable
contract that uses an American Century fund as a funding option, you will
receive a separate voting instruction form for each fund and variable contract.
Please be sure to sign and return each voting instruction form regardless of how
many you receive.

The Company's Board of Directors has unanimously approved these proposals and
recommends a vote "FOR" each proposal. If you have any questions regarding the
issues to be voted on or need assistance in completing your voting instruction
form, please contact American Century at 1-800-345-3533.

Thank you for your time in considering these important proposals. Thank you for
investing with American Century and for your continuing support.

Sincerely,

/s/James E. Stowers, Jr.
James E. Stowers, Jr.
Chairman of the Board

PROXY STATEMENT SUMMARY

The following Q&A is a brief summary of the proposals to be considered at the
Special Meeting. The information below is qualified in its entirety by the more
detailed information contained elsewhere in this Proxy Statement. Accordingly,
please read all the enclosed proxy materials before voting.

If you have selected more than one American Century fund as a funding option
and/or own more than one variable contract that uses American Century as a
funding option, you may receive additional Proxy Statements and voting
instruction forms in a separate mailing. It is important that you fill in and
return ALL voting instruction forms that you receive. Please remember to do so
as soon as possible.

WHEN WILL THE SPECIAL MEETING BE HELD? WHO IS ELIGIBLE TO VOTE?

The meeting will be held on Monday, November 16, 1998, at 10 a.m. Central time
at the Company's offices at 4500 Main Street, Kansas City, Missouri. The record
date for the meeting is the close of business on September 4, 1998. Only
shareholders who own shares at that time are entitled to vote.

Because all of the Company's outstanding shares are owned by insurance companies
that use these shares as funding options for their variable life insurance
policies and variable annuity contracts, those insurance companies are the only
shareholders entitled to attend and vote at the Special Meeting. Policy/contract
holders are not entitled to attend or vote at the meeting, but are entitled to
provide voting instructions to the insurance companies through which they have
invested in the Funds.

WHAT IS BEING VOTED ON AT THE SPECIAL MEETING?

The Company's Board of Directors is recommending that shareholders consider the
following proposals:

<TABLE>
Proposal Funds Affected
- -----------------------------------------------------------------------------------------------
<S> <C>
1. To elect a Board of Directors of nine members; all
2. To approve a Management Agreement with all
American Century Investment Management, Inc.;
3. To ratify the selection of Deloitte & Touche LLP all
as independent auditors;
4. To approve the adoption of standardized all except VP Income & Growth
fundamental investment limitations;
5. To transact such other business as may properly come all
before the meeting or any adjournment thereof, although
we are not aware of any other items to be considered.
</TABLE>

HOW DO THE DIRECTORS RECOMMEND THAT I VOTE ON THESE PROPOSALS?

The Directors unanimously recommend that you vote "FOR" each proposal.

WHO ARE THE NOMINEES FOR DIRECTOR? HAVE ALL OF THEM BEEN ELECTED BEFORE?

The Board of Directors has proposed that shareholders elect nine members to the
Board of Directors. The nominees are:

Thomas A. Brown Lloyd T. Silver, Jr.
Robert W. Doering, M.D. James E. Stowers, Jr.
Andrea C. Hall, Ph.D. James E. Stowers III
D.D. (Del) Hock M. Jeannine Strandjord
Donald H. Pratt

Each of these individuals is currently serving as a Director, but Dr. Hall, Mr.
Hock and Mr. Pratt are being considered by shareholders for the first time. A
full discussion of the proposal to elect Directors begins on page ___.

WHAT CHANGES TO THE MANAGEMENT AGREEMENT ARE BEING PROPOSED?

The proposed Management Agreement is only slightly different from the current
Management Agreement. It will change the fee schedules for VP Capital
Appreciation, VP International, VP Value and VP Balanced by creating breakpoints
that trigger fee reductions as assets increase to specified levels. These
breakpoints will result in a reduction of the current fees for VP Balanced, and,
at their asset levels as of ____________, 1998, VP Capital Appreciation and VP
International. Effective October 1, 1998, ACIM intends to voluntarily waive a
portion of its management fee to reflect this reduced fee schedule. Neither the
proposed Management Agreement nor the voluntary fee waiver will change the fee
payable by VP Income & Growth or VP Advantage.

The proposed Management Agreement also formalizes an agreement between the Funds
and ACIM with respect to the Fund names and permits ACIM to contract with third
parties for services it provides to the Funds.

A full discussion of the proposal to approve the Management Agreement begins on
page ___.

WHAT IS THE "RATIFICATION" OF THE INDEPENDENT AUDITORS? HAVE SHAREHOLDERS VOTED
ON DELOITTE & TOUCHE LLP BEFORE?

The Investment Company Act requires the Board of Directors to select independent
auditors for the Funds and also requires it to submit its selection to the
shareholders for approval (technically called a "ratification") at their next
meeting following the selection. The Board of Directors, in part to provide
uniform auditors for the Funds, selected Deloitte & Touche LLP in late 1996.
This meeting is the first opportunity for shareholders to vote on the selection
of Deloitte & Touche.

A full discussion of the proposal to ratify the selection of Deloitte & Touche
begins on page ___.

WHY AM I BEING ASKED TO ADOPT STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS?

Currently, all of the Funds except VP Income & Growth have fundamental
investment restrictions that vary from those of the other American
Century-managed funds. The Funds also have investment restrictions that reflect
legal and other requirements that are no longer applicable to the Funds. In the
interest of efficiency in fund management and compliance, the Board of Directors
believes the Funds' fundamental investment restrictions and policies should
conform with American Century's standard formulations. These standards 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
materially affect the way the Funds are managed.

A full discussion of the specific changes, as well as a further discussion of
the benefits of standardization, begins on page ___.

WHEN WILL THE PROPOSALS TAKE EFFECT IF THEY ARE APPROVED?

All proposals will be effective immediately upon approval.

WHO IS ASKING FOR MY VOTE?

The Board of Directors is asking the insurance companies that offer the Funds as
funding options for their variable life insurance policies and variable annuity
contracts to sign and return proxies so their votes can be cast at the Special
Meeting. (In the unlikely event the meeting is adjourned, these proxies would
also be voted at the reconvened meeting.) The insurance companies, in turn, are
asking you, as a policy/contract holder with assets allocated to one or more of
the Funds, to sign and return the enclosed voting instruction form. The
insurance companies will vote at the Special Meeting in accordance with the
instructions of their policy/contract holders.

HOW DO I VOTE MY SHARES?

As previously noted, all of the outstanding shares of the Company are owned of
record by insurance companies. Accordingly, those insurance companies are the
only shareholders of the Company entitled to attend, either in person or by
proxy, and vote shares at the Special Meeting. 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, however, are using these proxy
materials to solicit voting instructions from those policy/contract owners
entitled under the terms of their policies/contracts to instruct the insurance
companies how to vote Company shares at the Special Meeting. Your instructions
are important, so please fill in, sign and date the enclosed voting instruction
form and return it promptly in the manner requested by your insurance company.

IF I SEND MY VOTING INSTRUCTIONS IN NOW AS REQUESTED, CAN I CHANGE THEM LATER?

The ability of policy/contract owners to revoke voting instructions given to
their insurance companies is governed by the terms of their individual
policies/contracts. For a description of the revocability of voting
instructions, please refer to the prospectus of your insurance company's
separate account or the terms of your policy/contract. Any proxy given by the
insurance companies to the Company may be revoked at any time by written notice
to the Company prior to the Special Meeting, or by an authorized representative
of the insurance company attending the Special Meeting and voting in person.

If you have any questions regarding the Proxy Statement or need assistance in
voting your shares, please call American Century at 1-800-345-3533.
<PAGE>
NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS

To be held on November 16, 1998

American Century Investments
4500 Main Street
P. O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-3533

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the various
series (each a "Fund" and, collectively, the "Funds") of American Century
Variable Portfolios, Inc., a Maryland corporation (the "Company"), will be held
at the Company's offices at 4500 Main Street, Kansas City, Missouri, on Monday,
November 16, 1998, at 10 a.m. Central time, for the following purposes:

1. To elect a Board of Directors of nine members to hold office until their
successors are duly elected and qualified;

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

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

4. To approve the adoption of standardized investment limitations by
amending or eliminating certain of the Company's current fundamental
investment restrictions; and

5. To transact such other business as may properly come before the meeting
or any adjournment thereof.

This is a combined Notice and Proxy Statement for the Funds. The shareholders of
each Fund will vote only on those matters being considered by their Fund. If you
own shares of more than one of the Funds, you have received a separate proxy for
each Fund. Please complete, sign and return all proxies.

Shareholders of record as of the close of business on September 4, 1998, are the
only persons entitled to notice of and to vote at the meeting and any
adjournments thereof. All of the outstanding shares of the Company are owned of
record by insurance companies that utilize 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 of the Company entitled to attend and vote at the Special Meeting.
Policy/contract holders are not entitled to attend or vote at the Special
Meeting. The insurance companies, however, are using these proxy materials to
solicit voting instructions from those policy/contract holders entitled to
instruct the insurance companies how to vote Company shares at the Special
Meeting. Your instructions are important, so please fill in, sign and date the
enclosed voting instruction form and return it to your insurance company
promptly.

The Board of Directors of the Company unanimously recommends that you cast your
vote "FOR" each of the proposals.

September 24, 1998 BY ORDER OF THE BOARD OF DIRECTORS

Patrick A. Looby
Vice President and Secretary

DETAILED DISCUSSION
OF PROXY ISSUES

The Board of Directors of American Century Variable Portfolios, Inc. (the
"Company") is soliciting the enclosed proxy in connection with a Special Meeting
of shareholders to be held on Monday, November 16, 1998, at the Company's
offices at 4500 Main Street, Kansas City, Missouri, at 10 a.m. Central time, and
any adjournments thereof. The shares of the Company's capital stock are issued
in series representing different investment portfolios. A single series is
called a "Fund," while the series as a group will be called the "Funds."

The costs of soliciting proxies, including the cost of preparing and mailing the
notice of meeting and this Proxy Statement, will be paid by American Century
Investment Management, Inc. (referred to in this Proxy Statement as "ACIM"), the
investment manager of each Fund. This Notice of Meeting and Proxy Statement is
first being mailed to shareholders around September 24, 1998. Supplemental
solicitations for the meeting may be made by ACIM or your insurance company,
either personally or by mail, telephone or facsimile.

VOTING OF PROXIES. As previously noted, all of the outstanding shares of the
Company are owned of record by insurance companies. Accordingly, those insurance
companies are the only shareholders of the Company entitled to attend, either in
person or by proxy, and vote shares at the Special Meeting. 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, however, are
using these proxy materials to solicit voting instructions from those
policy/contract owners entitled under the terms of their policies/contracts to
instruct the insurance companies how to vote Company shares at the Special
Meeting.

Each share of each Fund gets one vote for each dollar of a Fund's net asset
value the share represents. The number of outstanding votes of each Fund, as of
the close of business on _______________, 1998, is shown on Schedule I, which
you will find at the end of this Proxy Statement.

Only those shareholders owning shares as of the close of business on September
4, 1998, may vote at the meeting or any adjournments thereof. If we do not
receive enough "FOR" votes by November 16, 1998, to approve the proposals being
considered at the meeting, the named proxies may propose adjourning the meeting
to allow the gathering of more proxy votes. An adjournment requires a vote "FOR"
by a majority of the votes present at the meeting (whether in person or by
proxy). The named proxies will vote the "FOR" votes they have received in favor
of the adjournment, and any "AGAINST" or "ABSTAIN" votes will count as votes
against adjournment. An abstention on any proposal will be counted as present
for purposes of determining whether a quorum of shares is present at the meeting
with respect to the proposal on which the abstention is noted, but will be
counted as a vote against such proposal.

Abstentions will be counted for purposes of determining whether or not a quorum
is present for purposes of the meeting, but will, however, be considered to be
votes against the proposals. We do not expect to receive any broker non-votes
(i.e., proxies sent in by brokers and other nominees that cannot be voted on a
proposal because instructions have not been received from the beneficial owners)
because all of the outstanding shares of the Company are owned of record by
insurance companies entitled to vote the shares. Nevertheless, any broker
non-votes will be treated in the same manner as abstentions.

INVESTMENT MANAGER. ACIM is each Fund's investment manager. American Century
Services Corporation ("ACSC"), an affiliate of ACIM, provides each Fund with
transfer agency services. ACIM and ACSC are wholly owned subsidiaries of
American Century Companies, Inc. ("ACC"). The mailing address of ACC, ACIM, ACSC
and the Funds is P.O. Box 419200, Kansas City, Missouri 64141-6200.

UNDERWRITER. Funds Distributor, Inc. ("FDI") is each Fund's principal
underwriter. FDI's mailing address is 60 State Street, Suite 1300, Boston,
Massachusetts 02109.

ANNUAL REPORT. Each Fund will furnish, without charge, a copy of its most recent
annual report and semiannual report upon request. To request these materials,
please call American Century at 1-800-345-2021.

SHARE OWNERSHIP

The following table sets forth, as of August 31, 1998, the share ownership of
those shareholders known by ACIM to own more than 5% of a Fund's outstanding
shares. All of the shares of the Funds are held for the benefit of the holders
of variable life insurance policies and variable annuity contracts issued by
insurance companies. Such shares are held in one or more separate accounts
established by such insurance companies to hold the shares.
<TABLE>
Percent of
Name of Outstanding
Record Owner Fund Shares Owned Shares
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
IDS Insurance VP Value
- ----------------------------------------------------------------------------------------------------
Nationwide VP Value
VP Capital Appreciation
VP International
VP Balanced
VP Advantage
VP Income & Growth
- ----------------------------------------------------------------------------------------------------
Mutual of America VP Capital Appreciation
- ----------------------------------------------------------------------------------------------------
Great West Life VP Capital Appreciation
and Annuity
- ----------------------------------------------------------------------------------------------------
Penn Mutual Life VP Capital Appreciation
Insurance
- ----------------------------------------------------------------------------------------------------
Lincoln National VP Capital Appreciation
VP Balanced
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PROPOSAL 1:
ELECTION OF DIRECTORS

NOMINEES

At the meeting, the Company's shareholders will be asked to elect nine members
of the Company's Board of Directors. It is intended that the enclosed proxy will
be voted for the election of the nine persons named below as Directors, unless
such authority has been withheld in the proxy. All nominees are currently
Directors of the Company, but Dr. Hall and Messrs. Hock and Pratt are being
considered by shareholders for the first time. The term of office of each person
elected will be until his or her successor is duly elected and shall qualify.
The Company does not intend to hold regular annual meetings of shareholders.
Information regarding each nominee is set forth following his or her name below.

<TABLE>
Name Age Principal Occupation Director Since
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Thomas A. Brown 58 Retired Chief Executive Officer, 1987
Associated Bearing Company

Robert W. Doering, M.D. 64 Retired, formerly General Surgeon 1987

Andrea C. Hall, Ph.D. 53 Senior Vice President and Associate 1997
Director, Midwest Research Institute

D.D. (Del) Hock 63 Retired Chairman, Public Service 1996
Company of Colorado;
Director, Serv-Tech, Inc.;
Director, Hathaway Corporation

Donald H. Pratt 60 President and Director, 1995
Butler Manufacturing Company

Lloyd T. Silver, Jr. 70 Retired President, LSC, Inc., 1987
Manufacturers Representative

James E. Stowers, Jr.* 74 Chairman of the Board and Director, 1987
ACC, ACSC and ACIM

James E. Stowers III* 39 Chief Executive Officer 1990
and Director, ACC, ACSC and ACIM

M. Jeannine Strandjord 52 Senior Vice President and Treasurer, 1994
Sprint Corporation;
Director, DST Systems, Inc.
</TABLE>

* Denotes directors who are "interested persons" (as defined by the Investment
Company Act) of ACIM. Messrs. Stowers, Jr. and Stowers III are considered
interested persons since they serve as officers of, and have ownership interests
in, ACC and its affiliated entities. Messrs. Stowers, Jr. and Stowers III also
serve in similar capacities for other funds managed by ACIM and its affiliates.
Mr. Stowers, Jr. controls ACC by virtue of his control of a voting majority of
its stock. Mr. Stowers, Jr. is the father of Mr. Stowers III.

Each of the nominees was unanimously nominated by the Board of Directors and
each has agreed to serve as a Director. If any unforeseen event prevents one or
more of the nominees from serving as a Director, your votes will be cast (unless
you have elected to withhold authority as to the election of Directors) for the
election of such person or persons as the Board of Directors shall nominate.
Unless otherwise instructed, the proxies will vote for the election of each
Director.

COMMITTEES

The Board of Directors has established four standing committees: an Executive
Committee, an Audit Committee, a Compliance Committee and a Nominating
Committee.

Messrs. Stowers, Jr. (chair), Stowers III and Pratt serve on the Executive
Committee of the Board of Directors. The Executive Committee performs the
functions of the Board of Directors between meetings of the Board, subject to
the limitations on its power set out in the Maryland Corporation Law, and except
for matters required by the Investment Company Act to be acted upon by the whole
Board.

Ms. Strandjord (chair), Dr. Doering and Mr. Hock serve on the Audit Committee.
The functions of the Audit Committee include recommending the engagement of the
Funds' independent auditors, reviewing the arrangements for and scope of the
annual audit, reviewing comments made by the independent auditors with respect
to internal controls and the considerations given or the corrective action taken
by management, and reviewing nonaudit services provided by the independent
auditors.

Messrs. Brown (chair), Pratt and Silver and Dr. Hall serve on the Compliance
Committee. The functions of the Compliance Committee include reviewing the
results of the Funds' compliance testing program, reviewing quarterly reports
from ACIM to the Board regarding various compliance matters and monitoring
compliance with the Funds' Code of Ethics.

The Nominating Committee has as its principal role the consideration and
recommendation of individuals for nomination as directors. The names of
potential director candidates are drawn from a number of sources, including
recommendations from members of the Board, management and shareholders.
Shareholders wishing to recommend Board nominees should submit their
recommendations in writing to the Secretary of the Company at the address shown
on page __. Recommendations should include the submitting shareholder's name and
address and pertinent information about the proposed nominee similar to that set
forth in this Proxy Statement for Board nominees, including current principal
occupation and employment, principal positions held during the last five years
and a list of all companies that the individual serves as a director. The
Nominating Committee also reviews and makes recommendations to the Board with
respect to the composition of Board committees and other Board-related matters,
including its organization, size, composition, responsibilities, functions and
compensation. The members of the Nominating Committee are Messrs. Pratt (chair),
Hock and Stowers III.

During the twelve months ended December 31, 1997, the Board of Directors met 7
times. During the same period, the Executive Committee met 2 times, the Audit
Committee met 4 times, the Compliance Committee met 4 times and the Nominating
Committee met once. No director attended fewer than 75% of the total number of
Board meetings or meetings of committees on which such Director served.

EXECUTIVE OFFICERS

In addition to Messrs. Stowers, Jr. and Stowers III, the persons listed below
are executive officers of the Company. Each of these individuals serves in
similar capacities for other funds advised by ACIM and serves at the pleasure of
the Board of Directors.

GEORGE A. RIO, 43, President; Executive Vice President and Client Service
Director of FDI. Prior to joining FDI, Mr. Rio served as Senior Vice President
and Senior Key Account Manager for Putnam Mutual Funds (June 1995 to March
1998). Before that he served as Director of Business Development for First Data
Corporation (May 1994 to June 1995) and Senior Vice President and Manager of
Client Services and Director of Internal Audit at the The Boston Company Inc.
(September 1983 to May 1994).

MARYANNE ROEPKE, CPA, 42, Vice President, Treasurer and Principal Accounting
Officer; Vice President, ACSC.

PATRICK A. LOOBY, 39, Vice President; Vice President, ACSC.

CHRISTOPHER J. KELLEY, 33, Vice President; Vice President and Associate General
Counsel of FDI. Prior to joining FDI, Mr. Kelley served as Assistant Counsel at
Forum Financial Group (from April 1994 to July 1996) and before that as a
compliance officer for Putnam Investments (from 1992 to 1994).

MARY A. NELSON, 34, Vice President; Vice President and Manager of Treasury
Services and Administration of FDI. Prior to joining FDI, Ms. Nelson served as
Assistant Vice President and Client Manager for The Boston Company, Inc. (from
1989 to 1994).

ROBERT J. LEACH, CPA, 31, Controller.

MERELE A. MAY, 34, Controller.

C. JEAN WADE, CPA, 33, Controller.

COMPENSATION

The Directors of the Company serve as Directors for 31 of the 69 funds advised
by ACIM. Each non-interested Director, i.e., each Director other than Mr.
Stowers, Jr. and Mr. Stowers III, receives for service as a member of the Board
of all 31 funds an annual Director's fee of $44,000, and an additional fee of
$1,000 per regular Board meeting attended and $500 per special Board meeting and
committee meeting attended. In addition, those Directors that also serve as
chair of a committee of the Board of Directors receive an additional $2,000 for
acting as chair. These fees and expenses are divided among the 31 funds based
upon their relative net assets. Under the terms of the management agreement with
ACIM, the Funds are responsible for paying such fees and expenses.

The following table sets forth the total compensation received by each
non-interested Director from the Company for its most recent fiscal year, as
well as the total compensation received by each Director from the American
Century family of funds as a whole for the twelve months ended December 31,
1997. Messrs. Stowers, Jr. and Stowers III receive no compensation from the
Funds for serving as a Director. The salaries of Messrs. Stowers, Jr. and
Stowers III are paid by ACIM. No officer of the Funds received compensation from
the Funds during its most recent fiscal year. No Director receives pension or
retirement benefits from the Funds.

<TABLE>
Fund Brown Doering Hall Hock Pratt Silver Strandjord
- ---------------------------------------------------------------------------------------------------------
American Century
<S> <C> <C> <C> <C> <C> <C> <C>
Variable Portfolios, Inc.* $ 1,358 $ 1,319 $ 235 $ 1,318 $ 1,358 $ 1,305 $ 1,327

TOTAL COMPENSATION
FROM ALL AMERICAN
CENTURY FUNDS $51,000 $49,508 $8,833 $49,500 $51,000 $49,000 $49,833
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Includes amounts deferred at the election of the Directors under the Amended
and Restated American Century Mutual Funds Deferred Compensation Plan for
Non-Interested Directors. The total amount of deferred compensation included
in the preceding table is as follows: Mr. Brown, $6,900; Dr. Doering, $0;
Dr. Hall $0; Mr. Hock $42,333; Mr. Pratt, $15,180; Mr. Silver, $42,333; and
Ms. Strandjord, $36,590.

DEFERRED COMPENSATION

In November 1997, the Company adopted the Amended and Restated American Century
Mutual Funds Deferred Compensation Plan for Non-Interested Directors (the
"Plan"). Under the Plan, the non-interested person Directors may defer receipt
of all or any part of the fees to be paid to them for serving as Directors of
the Company.

Under the Plan, all deferred fees are credited to an account established in the
name of the participating Director. The amounts credited to the account then
increase or decrease, as the case may be, in accordance with the performance of
one or more American Century mutual funds that are selected by the participating
Director. The account balance continues to fluctuate in accordance with the
performance of the selected fund or funds until final payment of all amounts
credited to the account. Directors are allowed to change their designation of
funds from time to time.

No deferred fees are payable until such time as a participating Director
resigns, retires or otherwise ceases to be a member of the Board of Directors.
Directors may receive deferred fee account balances in either a lump sum payment
or in payments made over a period not to exceed ten years. Upon the death of a
Director, all remaining deferred fee account balances are paid to the Director's
beneficiary or, if none, to the Director's estate.

The Plan is an unfunded plan and, accordingly, the Company has no obligation to
segregate assets to secure or fund the deferred fees. The rights of Directors to
receive their deferred fee account balances are the same as the rights of a
general unsecured creditor of the Company. The Plan may be terminated at any
time by the administrative committee of the Plan. If terminated, all deferred
fee account balances will be paid in a lump sum.

VOTING INFORMATION

Each nominee will be elected to the Board of Directors of the Company if he or
she receives the approval of a majority of the votes of the Company represented
at the meeting, provided at least a quorum (50% of the outstanding votes) is
represented in person or by proxy. By completing the proxy, you give the named
proxies the right to cast your votes. If you elect to withhold authority for any
nominees, you may do so as explained on the proxy or voting instruction form.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
ALL NOMINEES.

PROPOSAL 2:
APPROVAL OF MANAGEMENT
AGREEMENT

SUMMARY

ACIM has served as investment manager to each of the Funds since their
inceptions. The Company currently has a Management Agreement with ACIM, pursuant
to which ACIM provides, or arranges for the provision of, all services required
by the Funds, and pays essentially all of the expenses of the Funds in exchange
for one "all-inclusive" management fee.

The proposed Management Agreement will create asset breakpoints in the fee
schedules for VP Capital Appreciation, VP International, VP Value and VP
Balanced. These breakpoints will trigger fee reductions as Fund assets increase
to specified levels. The breakpoints will result in immediate fee reductions for
VP Balanced and, at their asset levels as of ____________, 1998, VP Capital
Appreciation and VP International. Effective October 1, 1998, ACIM intends to
voluntarily waive a portion of its management fee to reflect this reduced fee
schedule.

The proposed Management Agreement will also add a provision that formalizes an
agreement between the Funds and ACIM with respect to ACSC's ownership of the
name "American Century," which appears as part of the names of the Funds.
Finally, the proposed Management Agreement expressly permits ACIM to contract
with third parties for services it provides to the Funds. The complete text of
the proposed Management Agreement is set forth in Appendix I to this Proxy
Statement.

The current Management Agreement between ACIM and the Company, which is dated
August 1, 1994, was last approved by the Company's shareholders at their annual
meeting, in keeping with the Fund's standard practice at that time, on July 29,
1994.

DESCRIPTION OF MANAGEMENT AGREEMENT

The functions and responsibilities of ACIM under the existing agreement and the
proposed Management Agreement are identical. The agreements require ACIM to:

(1) supervise and manage the investment portfolios of the Funds and direct
the purchase and sale of investment securities, subject only to any
directions of the Board of Directors, and

(2) pay all the expenses of the Funds except brokerage, taxes, interest,
portfolio insurance, fees and expenses of the non-interested person
Directors (including counsel fees) and extraordinary expenses.

As manager, ACIM provides the Company with the physical facilities and personnel
required to carry on the business, such as office space, office furniture,
fixtures and equipment, office supplies, computer hardware and software, and
salaried and hourly paid personnel. In exchange for the services it provides,
ACIM receives a specified percentage fee of the assets of each Fund managed.
ACIM may at its expense employ others to supply all or any part of the required
facilities and personnel.

The proposed Management Agreement would affect the management fees for the Funds
as follows:

<TABLE>
Current Assets as of
Fund Management Fee Proposed Management Fee _______, 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
VP Capital Appreciation 1.00% on all assets 1.00% on first $500 million $___________
0.95% on next $500 million
0.90% thereafter

VP International 1.50% on all assets 1.50% on first $250 million $___________
1.20% on next $250 million
1.10% thereafter

VP Value 1.00% on all assets 1.00% on first $500 million $___________
0.95% on next $500 million
0.90% thereafter

VP Balanced 1.00% on all assets 0.90% on first $250 million $___________
0.85% on next $250 million
0.80% thereafter

VP Income & Growth 0.70% on all assets No Change $___________

VP Advantage 1.00% on all assets No Change $___________
</TABLE>

The following table sets forth the management fees paid by the Funds to ACIM
under the current Management Agreement during the Funds' most recent fiscal
year, the management fees the Funds would have paid to ACIM had the proposed
Management Agreement been in effect during that period, and the difference
between the two:

<TABLE>
Management Fees

Current Proposed Change from
Management Management Current Management
Fund Agreement Agreement Agreement
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
VP Capital Appreciation $ 10,378,984 $ 10,093,534 -2.75%

VP International $ 2,659,531 $ 2,659,531 None

VP Value $ 985,188 $ 985,188 None

VP Balanced $ 2,346,260 $ 2,110,558 -10.05%

VP Income & Growth $ 1,270 $ 1,270 None

VP Advantage $ 249,354 $ 249,354 None
</TABLE>

ACIM also acts as the investment adviser with respect to the following funds
having investment objectives similar to those of several of the Funds:

<TABLE>
VP Fund Comparable Fund Assets* Management Fee*
- ------- --------------- ------- ---------------

<S> <C> <C> <C>
VP International International Growth $_________ 1.50% on first $1 billion
1.20% on next $1 billion
1.10% thereafter

VP Value Value $_________ 1.00% on all assets

VP Balanced Balanced $_________ 1.00 % on all assets

VP Income & Growth Income & Growth $_________ 0.70% on all assets**
</TABLE>

* As of ___________, 1998
** The fund's management fee decreases as fund assets increase.

ADDITIONAL INFORMATION REGARDING ACIM

ACIM is a wholly owned subsidiary of American Century Companies, Inc. ("ACC"), a
financial services firm headquartered in Kansas City, Missouri. ACC's principal
offices are located at 4500 Main Street, Kansas City, Missouri 64111. James E.
Stowers, Jr., James E. Stowers III, and William M. Lyons, President and Chief
Operating Officer of ACC, constitute the Board of Directors of ACIM. Mr.
Stowers, Jr., Chairman of the Board of the Company and ACC, controls ACC by
virtue of his control of a voting majority of its stock.

VOTING INFORMATION

For a Fund to approve the Management Agreement, the proposal must receive an
affirmative vote of a majority of the outstanding votes of that Fund. For this
purpose, the term "majority of the outstanding votes" means the vote of (i) 67%
or more of the votes of a Fund present at the meeting, so long as the holders of
more than 50% of a Fund's outstanding votes are present or represented by proxy;
or (ii) more than 50% of the outstanding votes of the Fund, whichever is less.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE MANAGEMENT AGREEMENT.

PROPOSAL 3:
RATIFICATION OF INDEPENDENT
AUDITORS

The Investment Company Act, which is the primary federal law that regulates the
Company, requires every registered investment company to be audited at least
once a year by independent auditors selected by the Board of Directors,
including a majority of the Directors who are not "interested persons" (as
defined in the Investment Company Act). The Investment Company Act also requires
that the selection be submitted for ratification by the shareholders at their
next meeting following the selection.

At the meeting, the Company's shareholders will be asked to ratify the selection
of Deloitte & Touche LLP as the Company's independent auditors. The Board of
Directors chose Deloitte & Touche upon the recommendation of the Audit Committee
of the Board following an exhaustive selection process during which the Audit
Committee reviewed proposals and conducted interviews with representatives from
each of the so-called "Big Six" accounting firms and one regional firm with
significant investment company experience. The Board selected Deloitte & Touche
in late 1996 based upon its expertise as an auditor of investment companies, the
quality of its audit services, its commitment of experienced audit personnel to
the Funds, its tax and international experience in the mutual fund area, and its
use and commitment of technology in performing its audit functions.

Deloitte & Touche has no direct or material indirect financial interest in the
Company, ACIM, or ACC, other than receipt of fees for services to the Company.
Deloitte & Touche representatives are not expected to be present at the meeting.

VOTING INFORMATION

The approval of a majority of the votes of the Company represented at the
meeting, provided at least a quorum is represented in person or by proxy, is
necessary to ratify the selection of the independent auditors. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of
Deloitte & Touche LLP as the Company's independent auditors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP.

PROPOSAL 4:
ADOPTION OF STANDARDIZED
FUNDAMENTAL
INVESTMENT RESTRICTIONS

BENEFITS OF ADOPTING STANDARDIZED INVESTMENT RESTRICTIONS

The primary purpose of this Proposal is to revise the Funds' fundamental
investment restrictions to conform to restrictions that are standard for similar
types of funds managed by ACIM. The Directors have concurred with ACIM's efforts
to analyze the fundamental and non-fundamental investment restrictions of the
various funds offered by the American Century family of mutual funds and, where
practical and appropriate to a Fund's investment objective and policies, propose
to shareholders adoption of standard fundamental restrictions. In many cases,
when a fundamental restriction is eliminated, a similar non-fundamental
restriction will replace it. When these restrictions are non-fundamental, the
Board of Directors may amend the restrictions, as it deems appropriate, without
seeking a shareholder vote. The Board of Directors may approve an amendment, for
example, to respond to developments in the marketplace or changes in federal or
state law.

It is NOT anticipated that any of the changes will substantially affect the way
the Funds are currently managed. ACIM is presenting them to shareholders for
approval because ACIM believes that increased standardization will help to
promote operational efficiencies and facilitate monitoring of compliance with
both fundamental and non-fundamental investment restrictions. Set forth below,
as sub-sections of this Proposal, are detailed descriptions of each of the
proposed changes. You will be given the option to approve all, some, or none of
the proposed changes on the proxy card or voting instruction form enclosed with
this Proxy Statement.

A listing of the proposed standard fundamental investment restrictions to be
adopted by each Fund (except VP Income & Growth, which has already adopted these
restrictions) is set forth in Appendix II. A listing of the current fundamental
investment restrictions of the Funds (except VP Income & Growth) is set forth in
Appendix III. The terms "Fund" and "Funds," when used in the description of this
Proposal 4, excludes VP Income & Growth.

CHANGE #1 TO ELIMINATE THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION OF INVESTMENTS

The current fundamental investment limitation of the Funds, other than VP Value,
regarding diversification of investments provides that a Fund cannot purchase
the securities of an issuer if the purchase would cause more than 5% of the
Fund's assets at market value to be invested in the securities of such issuer,
except United States government securities, or if the purchase would cause more
than 10% of the outstanding voting securities of any one issuer to be held in
the Fund's portfolio. VP Value applies this limitation to 75% of its total
assets. It is proposed that shareholders approve eliminating this fundamental
investment limitation.

The Funds have elected to be "diversified open-end management investment
companies" under the Investment Company Act, which requires the limitations
contained in the current fundamental restriction to apply to 75% of the total
assets of the Funds. The current policy of the Funds (except VP Value) is more
restrictive, applying the limitations on ownership to 100% of their portfolios.
The primary purpose of the proposed change with respect to the Funds other than
VP Value is to allow the Funds to invest in accordance with the limits contained
in the Investment Company Act for diversified companies.

This would allow large Funds the flexibility to purchase larger amounts of
issuers' securities when ACIM deems an opportunity attractive. The new policy
would allow the investment policies of the Funds to conform with the definition
of "diversified" as it appears in the Investment Company Act. Please note that
the Funds could not change their election to be a diversified company without a
further shareholder vote.

The elimination of the fundamental policy will allow VP Value, which currently
applies the Investment Company Act standard, to respond more quickly to changes
of that standard, as well as to other legal, regulatory, and market developments
without the delay or expense of a shareholder vote. The elimination of the
fundamental policy would also conform the limitations of the Funds with the
limitation that is standard for other diversified funds managed by ACIM.
Adoption of this change is not expected to materially affect the operation of
the Funds.

CHANGE #2 TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING THE
ISSUANCE OF SENIOR SECURITIES

The Funds' current fundamental investment limitation regarding the issuance of
senior securities states that a Fund shall not issue any senior security.

It is proposed that shareholders approve replacing the Funds' current
fundamental investment limitation with the following fundamental investment
limitation governing the issuance of senior securities:

"The Fund shall not issue senior securities, except as permitted under the
Investment Company Act of 1940."

The primary purpose of this proposed change is to revise the Funds' fundamental
senior securities limitation to conform to a limitation that is standard for
other funds managed by ACIM. If the proposal is approved, the new fundamental
senior securities limitation will also require shareholder approval to modify.

The proposed limitation clarifies that the Funds may issue senior securities to
the full extent permitted under the Investment Company Act. Although the
definition of a "senior security" involves complex statutory and regulatory
concepts, a senior security is generally thought of as an obligation of a fund
that has a claim to the fund's assets or earnings that takes precedence over the
claims of the fund's shareholders. The Investment Company Act generally
prohibits mutual funds from issuing any such security; however, mutual funds are
permitted to engage in certain types of transactions that might be considered
"senior securities" as long as certain conditions are met. For example, a
transaction that obligates a fund to pay money at a future date (e.g., the
purchase of securities to be settled on a date that is farther away than the
normal settlement period) may be considered a "senior security." A mutual fund
is permitted to enter into this type of transaction if it maintains a segregated
account containing liquid securities in an amount equal to its obligation to pay
cash for the securities at a future date. The Funds would utilize transactions
that may be considered "senior securities" only in accordance with applicable
regulatory requirements under the Investment Company Act.

Adoption of the proposed limitation on senior securities is not expected to
materially affect the operation of the Funds. However, adoption of a
standardized fundamental investment limitation will facilitate ACIM's investment
compliance efforts and will allow the Fund to respond to developments in the
mutual fund industry and the law that may make the use of permissible senior
securities advantageous.

CHANGE #3 TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
BORROWING

The Funds' current fundamental investment limitation concerning borrowing states
generally that a Fund shall not borrow money, except in an amount not in excess
of 5% of the total assets of the Fund, and then only for emergency and
extraordinary purposes, including payment for shares redeemed.

It is proposed that shareholders approve replacing the Funds' current
fundamental investment limitation with the following fundamental investment
limitation governing borrowing:

"The Fund shall not borrow money, except that the Fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33-1/3% of the Fund's total assets (including the amount
borrowed) less liabilities (other than borrowings)."

If the proposal is approved, the Funds would also adopt a non-fundamental
limitation intended to prevent leveraging of the Funds. The non-fundamental
limitation could be changed without a shareholder vote and would state as
follows:

"As an operating policy, the Fund shall not purchase additional investment
securities at any time during which outstanding borrowings exceed 5% of the
total assets of the Fund."

The primary purpose of the proposed change to the fundamental investment
limitation concerning borrowing is to conform it to a limitation that is
standard for other funds managed by ACIM. If the proposal is approved, the
amended fundamental borrowing limitation could not be changed without a
shareholder vote.

Adoption of the proposed limitation is not currently expected to materially
affect the operations of the Funds. However, the Funds' current limitation
restricts borrowing to 5% of total assets, rather than the 33-1/3% in the
proposed limitation. The proposed limitation therefore would allow a Fund to
purchase a security while borrowings representing more than 5% of total assets
are outstanding. While the Funds have no current intention to purchase
securities while borrowings equal to 5% of their total assets are outstanding,
the flexibility to do so may be beneficial to the Funds at a future date.

CHANGE #4 TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING LENDING

The Funds' current fundamental investment limitation concerning lending states
generally that a Fund shall not make loans to other persons, but may lend its
portfolio securities to unaffiliated persons. The Funds' current policy is that
such loans must be secured continuously by cash collateral maintained on a
current basis in an amount at least equal to the market value of the securities
loaned. During the existence of the loan, the Funds must continue to receive the
equivalent of the interest and dividends paid by the issuer on the securities
loaned and interest on the investment of the collateral. The Funds also must
have the right to call the loan and obtain the securities loaned at any time on
five days' notice, including the right to call the loan to enable the Funds to
vote the securities. It is also the current policy of the Funds not to permit
interest and dividends on loaned securities of any Fund to exceed 10% of the
annual gross income of that Fund (without offset for realized capital gains).

It is proposed that shareholders approve the replacement of the foregoing
investment limitations with the following amended fundamental limitation
concerning lending (which, if approved, could not be changed without a
shareholder vote):

"The Fund shall not lend any security or make any other loan if, as a result,
more than 33-1/3% of the Fund's total assets would be lent to other parties,
except, (i) through the purchase of debt securities in accordance with its
investment objective, policies and limitations, or (ii) by engaging in
repurchase agreements with respect to portfolio securities."

The proposal is not expected to materially affect the operation of the Funds.
However, the proposed limitation would clarify the Funds' ability to invest in
direct debt instruments such as loans and loan participations, which are
interests in amounts owed to another party by a company, government or other
borrower. These types of securities may have additional risks beyond
conventional debt securities because they may provide less legal protection for
the Funds, or there may be a requirement that the Funds supply additional cash
to a borrower on demand.

Finally, the adoption of standardized investment limitations proposed will
advance the goals of investment limitation standardization.

CHANGE #5 TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
INVESTING FOR CONTROL AND CONCENTRATION OF INVESTMENTS IN A PARTICULAR INDUSTRY

The Funds currently have a fundamental investment limitation regarding
investment for control and the concentration of investments in a particular
industry, which states generally that a Fund shall not invest for control or for
management, or concentrate its investment in a particular company or a
particular industry by investing more than 25% of its assets, exclusive of cash
and government securities, in securities of any one industry.

Shareholders are being asked to approve amendment of the above investment
limitation. As proposed, the Funds' current fundamental investment limitation
will be replaced by two new fundamental investment limitations. The first of
these will relate to investment for control and will provide as follows:

"The Fund shall not invest for purposes of exercising control over
management."

The second fundamental investment limitation arising out of this sub-proposal
will govern concentration of investments:

"The Fund shall not concentrate its investments in securities of issuers in
a particular industry (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities)."

The primary purpose of the proposed amendment is to adopt limitations that are
standard for other funds managed by ACIM. If the proposal is approved, the new
fundamental investment limitations may not be changed without a shareholder
vote.

CHANGE #6 TO ELIMINATE THE FUNDAMENTAL INVESTMENT LIMITATION REGARDING
INVESTMENTS IN ILLIQUID SECURITIES

Each Fund currently has a fundamental investment limitation concerning illiquid
securities that provides that a Fund shall not invest more than 15% of its
assets in illiquid investments.

It is proposed that shareholders approve replacing this fundamental limitation
with the following non-fundamental limitation:

"As an operating policy, the Fund may not purchase any security or enter into
a repurchase agreement if, as a result, more than 15% of its net assets would
be invested in repurchase agreements not entitling the holder to payment of
principal and interest within seven days and in securities that are illiquid
by virtue of legal or contractual restrictions on resale or the absence of a
readily available market."

Under the rules established by the Securities and Exchange Commission (the
"SEC"), mutual funds are required to price their shares daily and to offer daily
redemptions with payment to follow within seven days of the redemption request.
In order to ensure that funds can satisfy these requirements, the SEC requires
mutual funds to limit their holdings in illiquid securities to 15% of their net
assets. This is due to the fact that illiquid securities may be difficult to
value daily and difficult to sell promptly at an acceptable price.

The percentage limitation restricting the amount a mutual fund may invest in
illiquid securities has been changed by the SEC over time. For example, prior to
1993, the percentage limit on a fund's investment in illiquid securities was
10%.

In order to be able to respond to regulatory and market developments without the
delay and expense of a shareholder vote, we are asking that shareholders
eliminate this fundamental investment limitation and replace it with a similar
non-fundamental limitation. While non-fundamental investment limitations can be
changed without shareholder approval, such changes still require the approval of
your Board of Directors.

If this proposal is approved by shareholders, the specific types of securities
that may be deemed illiquid will be determined by ACIM, utilizing the guidelines
that it currently uses.

The types of securities that may be considered illiquid by ACIM will vary over
time based on changing market and regulatory conditions. In determining the
liquidity of each Fund's investments, ACIM may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of dealers
and prospective purchasers in the marketplace, (3) dealer undertakings to make a
market, (4) the nature of the security (including any demand or tender
features), or (5) the nature of the marketplace for trades (including the
ability to assign or offset the Fund's rights and obligations relating to the
investment). Currently, ACIM anticipates treating repurchase agreements maturing
in more than seven days, over-the-counter options, non-government stripped
fixed-rate mortgage backed securities, and some government stripped, fixed-rate
mortgage backed securities, loans and other direct debt instruments, and swap
agreements as illiquid securities.

The proposed change will not materially impact the operation of the Funds.
However, adoption of a standardized non-fundamental investment limitation will
facilitate ACIM's investment compliance efforts and will enable the Funds to
respond more promptly if circumstances suggest such a change in the future.

CHANGE #7 TO ELIMINATE THE FUNDAMENTAL LIMITATION CONCERNING INVESTMENTS IN
OTHER INVESTMENT COMPANIES

The Funds' current fundamental limitation concerning investments in other
investment companies states that a Fund shall not purchase shares of another
investment company if immediately after the purchase (a) the Fund owns more than
3% of the total outstanding stock of the other investment company, or (b) the
securities that the Fund owns of the other investment company exceed 5% of the
total assets of the Fund, or (c) the securities that the Fund owns of all other
investment companies exceed 10% of the value of the total assets of the Fund.
Shareholders are being asked to approve the elimination of this policy.

The ability of mutual funds to invest in other investment companies is
restricted by the Investment Company Act, which requires that a fund not invest
more than 10% of its total assets in other investment companies. These
restrictions will remain applicable to the Funds whether or not they are recited
in a fundamental limitation. As a result, elimination of the above fundamental
limitation is not expected to have any material impact on the Funds' investment
practices, except to the extent that regulatory requirements may change in the
future.

CHANGE #8 TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
INVESTMENTS IN REAL ESTATE

The Funds currently have a fundamental investment limitation regarding the
purchase of real estate that states generally that a Fund shall not purchase or
sell real estate or real estate mortgage loans but may invest in securities of
issuers that deal in real estate or real estate mortgage loans.

Shareholders are being asked to approve amendment of the above investment
limitation. As proposed, the Funds' current fundamental investment limitation
will be replaced by the following fundamental investment limitation, which will
govern future purchases and sales of real estate:

"The Fund shall not purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments. This policy shall not
prevent the Fund from investment in securities or other instruments backed by
real estate or securities of companies that deal in real estate or are
engaged in the real estate business."

The primary purpose of the proposed amendment is to clarify the types of
securities in which the Funds are authorized to invest and to conform the Funds'
fundamental real estate limitation to a limitation that is standard for other
funds managed by ACIM. If the proposal is approved, the new fundamental real
estate limitation may not be changed without a shareholder vote.

The proposed limitation would make it explicit that each of the Funds may
acquire a security or other instrument whose payments of interest and principal
may be secured by a mortgage or other right to foreclose on real estate, in the
event of default. Any investments in these securities are, of course, subject to
the Funds' investment objective and policies and to other limitations regarding
diversification and concentration. The proposed limitation also specifically
permits the Funds to sell real estate acquired as a result of ownership of
securities or other instruments. However, in light of the types of securities in
which the Funds regularly invest, ACIM considers this to be a remote
possibility.

To the extent that a Fund buys securities and instruments of companies in the
real estate business, the Fund's performance will be affected by the condition
of the real estate market. This industry is sensitive to factors such as changes
in real estate values and property taxes, overbuilding, variations in rental
income, and interest rates. Performance could also be affected by the structure,
cash flow, and arrangement skill of real estate companies.

While the proposed change will have no current impact on the Funds, adoption of
the proposed standardized fundamental investment limitation will advance the
goals of standardization.

CHANGE #9 TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
UNDERWRITING

Each Fund is currently subject to a fundamental investment limitation concerning
underwriting that provides that a Fund shall not underwrite any securities.

It is proposed that shareholders approve replacing the current limitation with
the following fundamental investment limitation concerning underwriting:

"The Fund shall not act as an underwriter of securities issued by others,
except to the extent that the Fund may be considered an underwriter within
the meaning of the Securities Act of 1933 in the disposition of restricted
securities."

The primary purpose of the proposed amendment is to clarify that the Funds are
not prohibited from selling restricted securities if, as a result of the sale,
the Funds would be considered underwriters under federal securities law. It is
also intended to revise the Funds' fundamental limitation on underwriting so
that it conforms to a limitation that is standard for other funds managed by
ACIM. While the proposed change will have no current impact on the Funds,
adoption of the proposed standardized fundamental investment limitation will
advance the goals of standardization.

CHANGE #10 TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
COMMODITIES

The Funds are currently subject to a fundamental investment limitation that
prohibits them from purchasing or selling commodities or commodity contracts,
including futures contracts.

It is proposed that shareholders approve replacing the current limitation with
the following amended fundamental investment limitation concerning commodities:

"The Fund shall not purchase or sell physical commodities unless acquired as
a result of ownership of securities or other instruments; provided that this
policy shall not prohibit the Fund from purchasing or selling options and
futures contracts or from investing in securities or other instruments backed
by physical commodities."

The proposed amendment is intended to allow appropriate Funds to have the
flexibility to invest in futures contracts and related options, including
financial futures such as interest rate and stock index futures (S&P 500, etc.).
ACIM recognizes that investment in futures contracts and related options may not
be appropriate for all of the Funds. If the proposed amendment is approved, ACIM
and your Board of Directors will determine the appropriateness of investment in
futures contracts (including financial futures) and related options on a
Fund-by-Fund basis. ACIM would propose that the Board of Directors adopt a
non-fundamental limitation allowing investment in certain types of futures
contracts and related options for those Funds for which the Directors and ACIM
determine such investment is appropriate. The adoption of such a non-fundamental
limitation by the Board of Directors of a Fund will be accompanied by
appropriate disclosure of such policy in the Prospectus and/or Statement of
Additional Information of the Fund.

The proposed amendment will also serve the purpose of conforming the limitation
with the limitation that is standard for other funds managed by ACIM. While the
proposed change will have no material impact on the operation of the Funds,
adoption of the proposed standardized fundamental investment limitation will
advance the goals of standardization.

CHANGE #11 TO ELIMINATE THE FUNDAMENTAL LIMITATION CONCERNING INVESTMENTS IN
ISSUERS WITH LESS THAN THREE YEARS OF CONTINUOUS OPERATIONS

Each Fund is currently subject to a fundamental investment limitation that
provides that a Fund shall not invest in securities of companies that, including
predecessors, have a record of less than three years of continuous operation
(often called "unseasoned issuers"). It is proposed that shareholders approve
the elimination of the above fundamental investment limitation.

This investment limitation was originally adopted in response to state "Blue
Sky" requirements in connection with the registration of shares of the Funds for
sale. These requirements are no longer applicable to the Funds. The Investment
Company Act does not contain a similar restriction. ACIM does not believe that a
blanket prohibition against these types of investments is in the best interests
of the Funds, especially for those Funds that invest in smaller companies.
Accordingly, it is recommending the change. These smaller companies may present
greater opportunities for capital appreciation, but also may involve greater
risks than large, mature issuers. Such companies may have limited product lines,
markets or financial resources, and their securities may trade less frequently
and in more limited volume than the securities of larger companies. In addition,
information regarding these smaller companies may be less available and, when
available, may be incomplete or inaccurate. The securities of such companies may
also be more likely to be delisted from trading on their primary exchange. As a
result, the securities of smaller companies may experience significantly more
price volatility and less liquidity than securities of larger companies, and any
resulting volatility and limited liquidity will impact the Funds.

ACIM recognizes that the investment in securities of companies with less than
three years of continuous operating history may not be appropriate for all of
the Funds. If the proposed amendment is approved, ACIM and your Board of
Directors will determine the appropriateness of such investments on a
Fund-by-Fund basis. ACIM would propose that the Board of Directors adopt a
non-fundamental limitation allowing investment in securities of issuers with
less than three years continuous operating history for those Funds for which the
Directors and ACIM determine such investment is appropriate. The adoption of
such a non-fundamental limitation by the Board of Directors of a Fund will be
accompanied by appropriate disclosure of such policy in the Prospectus and/or
Statement of Additional Information of such Fund.

CHANGE #12 TO ELIMINATE THE FUNDAMENTAL LIMITATION CONCERNING MARGIN
PURCHASES, SHORT SALES AND OPTIONS

Each Fund is currently subject to a fundamental investment restriction
concerning margin purchases, short sales and options that provides that a Fund
shall not buy securities on margin or sell short (unless it owns, or by virtue
of its ownership of other securities, has the right to obtain securities
equivalent in kind and amount to the securities sold) or, except with regard to
VP Value, write put or call options. VP Value may, however, make margin deposits
in connection with the use of any financial instrument or securities transaction
permitted by its fundamental policies. It is proposed that shareholders approve
the elimination of this fundamental investment limitation.

If the proposal is approved, the current fundamental limitation will be replaced
with several non-fundamental limitations that could be changed without a
shareholder vote. First, the proposed non-fundamental limitation governing short
sales is as follows:

"As an operating policy, the Fund shall not sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities short."

In a short sale, an investor sells a borrowed security and has a corresponding
obligation to the lender to return the identical security. In an investment
technique known as a short sale "against the box," an investor sells short while
owning the same securities in the same amount, or having the right to obtain
equivalent securities. The investor could have the right to obtain equivalent
securities, for example, through its ownership of warrants, options, or
convertible bonds.

ACIM recognizes that short sales may not be appropriate for all of the Funds. If
the proposal is approved, ACIM and the Board of Directors of the Funds will
determine the appropriateness of short sales on a Fund-by-Fund basis.
Appropriate disclosure of this practice will also be included in such Fund's
Prospectus and/or Statement of Additional Information.

Second, the proposed non-fundamental limitation relating to margin purchases is
as follows:

"As an operating policy, the Fund shall not purchase securities on margin,
except that the Fund may obtain such short-term credits as are necessary for
the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall not
constitute purchasing securities on margin."

Margin purchases involve the purchase of securities with money borrowed from a
broker. "Margin" is the cash or eligible securities that the borrower places
with a broker as collateral against the loan. The Funds' current fundamental
limitation prohibits the Funds from purchasing securities on margin, except to
obtain such short-term credits as may be necessary for the clearance of
transactions. However, policies of the SEC allow mutual funds to purchase
securities on margin for initial and variation margin payments mad in connection
with the purchase and sale of futures contracts and options on futures
contracts. With these exceptions, mutual funds are prohibited from entering into
most types of margin purchases by applicable SEC policies. The proposed
non-fundamental limitation includes these exceptions.

Finally, for a discussion of a proposed non-fundamental policy relating to
futures and options, see Change #10 above concerning commodities.

Elimination of the Funds' fundamental limitation on margin purchases, short
sales and options is unlikely to materially impact the Funds' investment
techniques at this time. However, ACIM believes that efforts to standardize the
Funds' investment limitations with those of the other Funds in the ACIM family
of funds will facilitate ACIM's investment compliance efforts and are in the
best interests of shareholders.

VOTING INFORMATION

For a Fund to approve a proposal modifying fundamental investment policies, the
proposal must receive an affirmative vote of a majority of the outstanding votes
of that Fund. For this purpose, the term "majority of the outstanding votes"
means the vote of (i) 67% or more of the votes of a Fund present at the meeting,
so long as the holders of more than 50% of a Fund's outstanding votes are
present or represented by proxy; or (ii) more than 50% of the outstanding votes
of the Fund, whichever is less. If you elect to vote against one or more of the
proposed changes to the fundamental investment restrictions, you may do so as
explained on the proxy or voting instruction form.

ACIM believes that adopting uniform limitations, as well as ones that are
appropriate to the Funds, are in the best interests of Fund shareholders. Your
Board of Directors supports those efforts.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ADOPTION OF STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS.

OTHER MATTERS

OTHER BUSINESS TO BE BROUGHT BEFORE THE MEETING

The Board of Directors knows of no other business to be brought before the
meeting. However, if any other matters are properly brought before the meeting,
it is the intention that proxies that do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed form of proxy.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Funds do not hold annual shareholder meetings. Shareholders wishing to
submit proposals for inclusion in a Proxy Statement for a subsequent shareholder
meeting should send their written proposals to Patrick A. Looby, Vice President
and Associate General Counsel, American Century Investments, P.O. Box 419200,
Kansas City, Missouri 64141-6200.

NOTICE TO BANKS, BROKER-DEALERS, AND VOTING TRUSTEES AND THEIR NOMINEES

Please advise the applicable Fund(s), in care of American Century Investments,
P.O. Box 419200, Kansas City, Missouri 64141-6200, whether other persons are
beneficial owners of shares for which proxies are being solicited and, if so,
the number of copies of the Proxy Statement you wish to receive in order to
supply copies to the beneficial owners of the respective shares.

September 24, 1998 BY ORDER OF THE
BOARD OF DIRECTORS

Patrick A. Looby
Vice President and Secretary
<PAGE>
Schedule I
Number of Outstanding Votes
as of ___________________, 1998

Number of Votes
Fund as of ____________, 1998
- ------------------------------------------------------------------------------

VP Capital Appreciation
VP International
VP Value
VP Balanced
VP Income & Growth
VP Advantage
<PAGE>
APPENDIX I

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (the "Agreement"), is made as of the _____
day of __________, 1998, by and between AMERICAN CENTURY VARIABLE PORTFOLIOS,
INC., a Maryland corporation (hereinafter called the "Corporation"), and
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation
(hereinafter called the "Investment Manager"). In consideration of the mutual
promises and agreements herein contained, the parties agree as follows:

1. Investment Management Services. The Investment Manager shall
supervise the investments of each series of shares of the Corporation
contemplated as of the date hereof, and such subsequent series of shares as the
Corporation shall select the Investment Manager to manage. In such capacity, the
Investment Manager shall either directly, or through the utilization of others
as contemplated by Section 7 below, maintain a continuous investment program for
each such series, determine what securities shall be purchased or sold by each
series, secure and evaluate such information as it deems proper and take
whatever action is necessary or convenient to perform its functions, including
the placing of purchase and sale orders.

2. Compliance With Laws. All functions undertaken by the Investment
Manager hereunder shall at all times conform to, and be in accordance with, any
requirements imposed by:

(1) the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and any rules and
regulations promulgated thereunder;

(2) any other applicable provisions of law;

(3) the Articles of Incorporation of the Corporation as
amended from time to time;

(4) the Bylaws of the Corporation as amended from time to
time; and

(5) the registration statement(s) of the Corporation, as
amended from time to time, filed under the Securities
Act of 1933 and the Investment Company Act.

3. Board Supervision. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the Board of
Directors of the Corporation, its Executive Committee, or any committee or
officers of the Corporation acting under the authority of the Board of
Directors.

4. Payment of Expenses. The Investment Manager will pay all of the
expenses of each series of the Corporation's shares that it shall manage, other
than interest, taxes, brokerage commissions, extraordinary expenses and the fees
and expenses (including counsel fees) of those directors who are not "interested
persons" as defined in the Investment Company Act (hereinafter referred to as
the "Independent Directors"). The Investment Manager will provide the
Corporation with all physical facilities and personnel required to carry on the
business of each series of the Corporation's shares that it shall manage,
including but not limited to office space, office furniture, fixtures and
equipment, office supplies, computer hardware and software and salaried and
hourly paid personnel. The Investment Manager may at its expense employ others
to provide all or any part of such facilities and personnel.

5. Account Fees. The Corporation, by resolution of the Board of
Directors, including a majority of the Independent Directors, may from time to
time authorize the imposition of a fee as a direct charge against shareholder
accounts of one or more of the series, such fee to be retained by the
Corporation or to be paid to the Investment Manager to defray expenses which
would otherwise be paid by the Investment Manager in accordance with the
provisions of paragraph 4 of this Agreement. At least sixty (60) days' prior
written notice of the intent to impose such fee must be given to the
shareholders of the affected series.

6. Management Fees.

(a) In consideration of the services provided by the
Investment Manager, each series of shares of the Corporation managed by
the Investment Manager shall pay to the Investment Manager a per annum
management fee (hereinafter, the "Applicable Fee"), as follows:

Name of Series Applicable Fee

VP Capital Appreciation 1.00% on first $500 million
0.95% on next $500 million
0.90% thereafter

VP International 1.50% on first $250 million
1.20% on next $250 million
1.10% thereafter

VP Value 1.00% on first $500 million
0.95% on next $500 million
0.90% thereafter

VP Balanced 0.90% on first $250 million
0.85% on next $250 million
0.80% thereafter

VP Income & Growth No Change

VP Advantage No Change

(b) On the first business day of each month, each series of
shares shall pay the management fee at the rate specified by
subparagraph (a) of this paragraph 6 to the Investment Manager for the
previous month. The fee for the previous month shall be calculated by
multiplying the Applicable Fee for such series by the aggregate average
daily closing value of the series' net assets during the previous
month, and further multiplying that product by a fraction, the
numerator of which shall be the number of days in the previous month,
and the denominator of which shall be 365 (366 in leap years).

(c) In the event that the Board of Directors of the
Corporation shall determine to issue any additional series of shares
for which it is proposed that the Investment Manager serve as
investment manager, the Corporation and the Investment Manager shall
enter into an Addendum to this Agreement setting forth the name of the
series, the Applicable Fee and such other terms and conditions as are
applicable to the management of such series of shares.

7. Subcontracts. In rendering the services to be provided pursuant to
this Agreement, the Investment Manager may, from time to time, engage or
associate itself with such persons or entities as it determines is necessary or
convenient in its sole discretion and may contract with such persons or entities
to obtain information, investment advisory and management services, or such
other services as the Investment Manager deems appropriate. Any fees,
compensation or expenses to be paid to any such person or entity shall be paid
by the Investment Manager, and no obligation to such person or entity shall be
incurred on behalf of the Corporation. Any arrangement entered into pursuant to
this paragraph shall, to the extent required by law, be subject to the approval
of the Board of Directors of the Corporation, including a majority of the
Independent Directors, and the shareholders of the Corporation.

8. Continuation of Agreement. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, until July 31, 2000, and for
as long thereafter as its continuance is specifically approved at least annually
(i) by the Board of Directors of the Corporation or by the vote of a majority of
the outstanding voting securities of the Corporation, and (ii) by the vote of a
majority of the directors of the Corporation, who are not parties to the
agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

9. Termination. This Agreement may be terminated by the Investment
Manager at any time without penalty upon giving the Corporation 60 days' written
notice, and may be terminated at any time without penalty by the Board of
Directors of the Corporation or by vote of a majority of the outstanding voting
securities of the Corporation on 60 days' written notice to the Investment
Manager.

10. Effect of Assignment. This Agreement shall automatically terminate
in the event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.

11. Other Activities. Nothing herein shall be deemed to limit or
restrict the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a director, officer or
employee of the Corporation), to engage in any other business or to devote time
and attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.

12. Standard of Care. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of its obligations or duties hereunder
on the part of the Investment Manager, it, as an inducement to it to enter into
this Agreement, shall not be subject to liability to the Corporation or to any
shareholder of the Corporation for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.

13. Separate Agreement. The parties hereto acknowledge that certain
provisions of the Investment Company Act, in effect, treat each series of shares
of an investment company as a separate investment company. Accordingly, the
parties hereto hereby acknowledge and agree that, to the extent deemed
appropriate and consistent with the Investment Company Act, this Agreement shall
be deemed to constitute a separate agreement between the Investment Manager and
each series of shares of the Corporation managed by the Investment Manager.

14. Use of the Names "American Century," "Twentieth Century," and
"Benham." The names "American Century," "Twentieth Century," and "Benham" and
all rights to the use of the names "American Century," "Twentieth Century," and
"Benham" are the exclusive property of American Century Services Corporation
("ACSC"). ACSC has consented to, and granted a non-exclusive license for, the
use by the Corporation of the names "American Century," "Twentieth Century," and
"Benham" in the name of the Corporation and any series of shares thereof. Such
consent and non-exclusive license may be revoked by ACSC in its discretion if
ACSC, the Investment Manager, or a subsidiary or affiliate of either of them is
not employed as the investment adviser of each series of shares of the
Corporation. In the event of such revocation, the Corporation and each series of
shares thereof using the names "American Century," "Twentieth Century," or
"Benham" shall cease using the names "American Century," "Twentieth Century," or
"Benham," unless otherwise consented to by ACSC or any successor to its interest
in such names.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first above written.

Attest: AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC.

- ------------------------------ -----------------------------------
Brian L. Brogan Patrick A. Looby
Assistant Secretary Vice President

Attest: AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.

- ------------------------------ -----------------------------------
Patrick A. Looby Robert C. Puff, Jr.
Assistant Secretary President
<PAGE>
APPENDIX II
PROPOSED STANDARD FUNDAMENTAL INVESTMENT RESTRICTIONS

1. The Fund shall not issue senior securities, except as permitted under
the Investment Company Act of 1940.

2. The Fund shall not borrow money, except that the Fund may borrow money
for temporary or emergency purposes (not for leveraging or investment)
in an amount not exceeding 33 1/3% of the Fund's total assets
(including the amount borrowed) less liabilities (other than
borrowings).

3. The Fund shall not lend any security or make any other loan if, as a
result, more than 33 1/3% of the Fund's total assets would be lent to
other parties, except, (i) through the purchase of debt securities in
accordance with its investment objective, policies and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities.

4. The Fund shall not concentrate its investments in securities of issuers
in a particular industry (other than securities issued or guaranteed by
the U.S. government or any of its agencies or instrumentalities).

5. The Fund shall not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments. This policy
shall not prevent the Fund from investment in securities or other
instruments backed by real estate or securities of companies that deal
in real estate or are engaged in the real estate business.

6. The Fund shall not act as an underwriter of securities issued by
others, except to the extent that the Fund may be considered an
underwriter within the meaning of the Securities Act of 1933 in the
disposition of restricted securities.

7. The Fund shall not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments;
provided that this limitation shall not prohibit the Fund from
purchasing or selling options and futures contracts or from investing
in securities or other instruments backed by physical commodities.

8. The Fund shall not invest for purposes of exercising control over
management.
<PAGE>
APPENDIX III
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS

(1) No series of shares shall invest more than 15% of its assets in
illiquid investments;

(2) No series of shares shall invest in the securities of companies that,
including predecessors, have a record of less than three years'
continuous operation;

(3) No series of shares shall make loans to other persons, but may lend its
portfolio securities to unaffiliated persons. Such loans must be
secured continuously by cash collateral maintained on a current basis
in an amount at least equal to the market value of the securities
loaned; during the existence of the loan, the corporation must continue
to receive the equivalent of the interest and dividends paid by the
issuer on the securities loaned and interest on the investment of the
collateral; the corporation must have the right to call the loan and
obtain the securities loaned at any time on five days' notice,
including the right to call the loan to enable the corporation to vote
the securities. The interest and dividends on loaned securities of
either series may not exceed 10% of the annual gross income of that
series (without offset for realized capital gains);

(4) Except with regard to VP Value to which this restriction shall apply
with regard to 75% of its portfolio, no series of shares shall purchase
the security of any one issuer if such purchase would cause more than
5% of the assets of such series at market value to be invested in the
securities of such issuer, except U.S. government securities, or if the
purchase would cause more than 10% of the outstanding voting securities
of any one issuer to be held in the portfolio of such series;

(5) No series of shares shall invest for control or for management, or
concentrate its investment in a particular company or a particular
industry. No more than 25% of the assets of each series, exclusive of
cash and government securities, will be invested in securities of any
one industry. The corporation may make its own reasonable industry
classifications based on information derived from published manuals,
financial database services, and the corporation's analysis of the
financial statements of affected companies;

(6) No series of shares shall buy securities on margin or sell short unless
it owns, or by virtue of its ownership of other securities has the
right to obtain securities equivalent in kind and amount to, the
securities sold (however, VP Value may make margin deposits in
connection with the use of any financial instrument or any transaction
in securities permitted by its fundamental policies) or, except with
regard to VP Value, write put or call options;

(7) No series of shares shall purchase shares of another investment company
if immediately after the purchase (a) the corporation owns more than 3%
of the total outstanding stock of the other investment company, or (b)
the securities that the corporation owns of the other investment
company exceed 5% of the total assets of the corporation, or (c) the
securities that the corporation owns of all other investment companies
exceed 10% of the value of the total assets of the corporation;

(8) No series of shares shall issue any senior security;

(9) No series of shares shall underwrite any security;

(10) No series of shares shall purchase or sell real estate or real estate
mortgage loans but may invest in securities of issuers that deal in
real estate or real estate mortgage loans;

(11) Except with regard to VP Value, no series of shares shall purchase or
sell commodities or commodity contracts, including futures contracts;
and

(12) No series of shares shall borrow any money with respect to any series
of its stock, except in an amount not in excess of 5% of the total
assets of the series, and then only for emergency and extraordinary
purposes, including payment for shares redeemed.
<PAGE>
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

SPECIAL MEETING OF SHAREHOLDERS - NOVEMBER 16, 1998
This proxy is solicited on behalf of the Board of Directors of American Century
Variable Portfolios, Inc. ("ACVP"). The undersigned hereby appoints Patrick A.
Looby, Charles A. Etherington and Brian L. Brogan, and each of them, with power
to act alone and with full power of substitution and revocation, as attorneys
and proxies for the undersigned to attend the Special Meeting of Shareholders,
and all adjournments thereof, and to vote the shares of stock of ACVP held of
record by the undersigned, with respect to the following items, as specifically
set forth below. Such items are more fully discussed in the Notice of Special
Meeting of Shareholders and Proxy Statement each dated September 17, 1998,
receipt of which is hereby acknowledged by the undersigned. The Board of
Directors recommends a vote "FOR" each item.

Item 1.

Number of shares FOR each director nominee listed:

Name of nominees: Account No:____________ Account No:____________

Number of Shares Number of Shares
1. T.A. Brown ________________ ________________
2. R.W. Doering, M.D. ________________ ________________
3. A.C. Hall, Ph.D. ________________ ________________
4. D.D. Hock ________________ ________________
5. D.H. Pratt ________________ ________________
6. L.T. Silver, Jr. ________________ ________________
7. J.E. Stowers, Jr. ________________ ________________
8. J.E. Stowers III ________________ ________________
9. M.J. Strandjord ________________ ________________

Number of shares AGAINST or WITHHOLD AUTHORITY as follows:

Name of nominees: Account No:____________ Account No:____________

Number of Shares Number of Shares
1. T.A. Brown ________________ ________________
2. R.W. Doering, M.D. ________________ ________________
3. A.C. Hall, Ph.D. ________________ ________________
4. D.D. Hock ________________ ________________
5. D.H. Pratt ________________ ________________
6. L.T. Silver Jr. ________________ ________________
7. J.E. Stowers Jr. ________________ ________________
8. J.E. Stowers III ________________ ________________
9. M.J. Strandjord ________________ ________________

Item 2.

Proposal to approve a Management Agreement with American Century
Investment Management, Inc.

Account No: Number of Number of Number of
shares FOR shares AGAINST shares ABSTAIN
________________ ________________ ________________ ________________
________________ ________________ ________________ ________________

Item 3.

Proposal to ratify the selection of the accounting firm of Deloitte &
Touche LLP as ACVP's independent auditors.

Item 4.

Proposal to approve the adoption of standardized investment limitations
by amending or eliminating certain of ACVP's current fundamental
investment restrictions.

Account No. Proposed Number of Number of Number of
Change shares FOR shares AGAINST shares ABSTAIN
_____________ #1 ____________ ______________ ______________
#2 ____________ ______________ ______________
#3 ____________ ______________ ______________
#4 ____________ ______________ ______________
#5 ____________ ______________ ______________
#6 ____________ ______________ ______________
#7 ____________ ______________ ______________
#8 ____________ ______________ ______________
#9 ____________ ______________ ______________
#10 ____________ ______________ ______________
#11 ____________ ______________ ______________
#12 ____________ ______________ ______________

In their discretion, the proxies are authorized to vote upon other
business that may properly come before the Special Meeting.

This proxy will be voted as directed above, or, if no direction is
made, all shares held of record will be voted "FOR" Items 1, 2, 3 and 4.

Dated _______________, 1998

(Name of Record Owner)

By:
Name:
Title:

The record owner of the accounts
voted above must sign this Proxy.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.