AMERICAN CENTURY VARIABLE PORTFOLIOS INC, 485BPOS, 2000-12-01

AMERICAN CENTURY VARIABLE PORTFOLIOS INC
485BPOS, 2000-12-01

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

File No. 33-14567

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 29 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

File No. 811-5188

Amendment No. 29 [X]

(Check appropriate box or boxes.)

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
_________________________________________________________________
(Exact Name of Registrant as Specified in Charter)

4500 Main Street, Kansas City, MO 64141-6200
_________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (816) 531-5575

David C. Tucker, Esq., 4500 Main Street, Kansas City, MO 64141-6200
_________________________________________________________________
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: December 2, 2000

It is proposed that this filing will become effective (check
appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)
[X] on December 2, 2000, pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

[front cover]

Your
AMERICAN CENTURY
prospectus

VP Equity Index Fund

[american century logo and text logo(reg.sm)]
American
Century

[sidebar]

DECEMBER 2, 2000

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO
TELLS YOU OTHERWISE IS COMMITTING A CRIME.

American Century Investment
Services, Inc., Distributor

TABLE OF CONTENTS

An Overview of the Fund ...................................................... 3
Objectives, Strategies and Risks ............................................. 4
Management ................................................................... 6
Share Price, Distributions and Taxes ......................................... 7

[sidebar]

Throughout this book you'll find definitions of key investment terms and
phrases. When you see a word printed in BLUE ITALICS, look for its definition in
the left margin.

[graphic of hand pointing index finger]
This symbol highlights special information and helpful tips.

[end sidebar]

American Century Investments

2 American Century Investments 1-800-345-6488

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund seeks to match, as closely as possible, the investment characteristics
and results of the S&P 500 Composite Price Index (S&P 500 Index). The fund
managers buy and sell stocks and other securities in order to build an
investment portfolio that seeks to match the investment characteristics of the
S&P 500 Index. To build this portfolio, the fund managers will invest primarily
in the stocks contained in the S&P 500 Index in order of their weightings in the
index, beginning with the stocks that make up the largest portion of the index.
A more detailed description of the fund's investment strategies and risks begins
on page 4.

The value of a fund's shares depends on the value of the stocks and other
securities it owns. The value of the individual securities a fund owns will go
up and down based on the performance of the companies that issued them, general
market and economic conditions, and investor confidence. As with all funds, if
you sell your shares when the value is less than the price you paid, you will
lose money.

The fund's ability to match the performance of the S&P 500 Index may be affected
by many factors. The fund managers will use cash flows from purchase and
redemption activity to maintain, to the extent feasible, the similarity of the
fund's portfolio to the investment characteristics of the S&P 500 Index. Because
of the composition of the S&P 500 Index, it is possible that a relatively high
percentage of the fund's assets may be invested in companies in the same
industry or economic sector. As a result, the fund may be subject to greater
risks and market fluctuations than funds investing in a broader range of
industries.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment
* comfortable with the risks associated with the fund's investment strategy
* comfortable with the fund's short-term price volatility

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* investing for a short period of time
* uncomfortable with the risks associated with the fund's investment strategy
* uncomfortable with short-term volatility in the value of your investment

FUND PERFORMANCE HISTORY

As a new fund, the fund's performance history is not available as of the date of
this Prospectus. When this class of the fund has investment results for a full
calendar year, this section will feature charts that show annual total returns,
highest and lowest quarterly returns and average annual returns.

[sidebar]

[graphic of hand pointing index finger]
An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

[graphic of hand pointing index finger]
For current performance information, please call us at 1-800-345-6488 or visit
American Century's Web site at www.americancentury.com.

[end sidebar]

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VP EQUITY INDEX FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

VP Equity Index seeks to match, as closely as possible, the investment
characteristics and results of the S&P 500 Index. The fund managers buy and sell
stocks and other securities in order to build an investment portfolio that seeks
to match the investment characteristics of the S&P 500 Index.

To build this investment portfolio, the fund managers will invest primarily in
the stocks contained in the S&P 500 Index in order of their weightings in the
index, beginning with the stocks that make up the largest portion of the index.
The fund attempts to be fully invested at all times in the stocks that comprise
the S&P 500 Index and, in any event, will keep at least 80% of the fund's total
assets invested this way.

The S&P 500 Index is an unmanaged index composed of 500 selected common stocks,
most of which are listed on the New York Stock Exchange. Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., chooses the stocks to be included
in the S&P 500 Index. The weightings of stocks in the S&P 500 Index are based on
each stock's total MARKET CAPITALIZATION relative to the other stocks contained
in the index. Because of this weighting, the fund expects that the 50 largest
companies will comprise a large proportion of the S&P 500 Index.

The fund managers do not attempt to time the market. When the managers believe
it is prudent, the fund may invest a portion of its assets in NONLEVERAGED stock
index futures contracts. Stock index futures contracts, a type of derivative
security, can help the fund's cash assets remain liquid while performing more
like stocks. The fund has a policy governing stock index futures and similar
derivative securities to help manage the risk of these types of investments. For
example, the fund managers cannot invest in a derivative security if it would be
possible for the fund to lose more money than it invested. A complete
description of the derivatives policy is included in the Statement of Additional
Information.

"Standard & Poor's(reg.tm)," "S&P 500(reg.tm)" and "S&P(reg.tm)" are trademarks
of The McGraw-Hill Companies, Inc., and have been licensed for use by American
Century. The fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's and Standard & Poor's makes no representation regarding the advisability
of investing in the fund. Inclusion of a security in the S&P 500 Index in no way
implies an opinion by Standard & Poor's as to its attractiveness as an
investment.

Additional information about the fund's investments is available in its annual
and semiannual reports. In these reports you will find a discussion of the
market conditions and investment strategies that significantly affected the
fund's performance during the most recent fiscal period. You may get these
reports at no cost by calling the insurance company from which you purchased the
shares or by calling us.

[sidebar]

MARKET CAPITALIZATION is the value of a company as determined by multiplying the
number of shares of its stock outstanding by its current market price per share.
American Century uses the current Lipper Market Capitalization Boundaries when
determining the market capitalization ranges for the funds. These boundaries are
updated several times a year to reflect changes in stock valuations.

NONLEVERAGED means that the fund may not invest in futures contracts when it
would be possible to lose more than the fund invested.

[end sidebar]

4 American Century Investments 1-800-345-6488

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The value of the fund's shares depends on the value of the stocks and other
securities it owns. The value of the individual securities the fund owns will go
up and down depending on the performance of the companies that issued them,
general market and economic conditions, and investor confidence.

As with all funds, at any given time your shares may be worth more or less than
the price you paid for them. As a result, it is possible to lose money by
investing in the fund.

The fund managers' ability to match the performance of the S&P 500 Index may be
affected by many factors, such as changes in securities markets, the manner in
which the return of the S&P 500 Index is calculated, the size of the fund's
portfolio, the amount of cash held in the fund's portfolio, and the amount and
timing of shareholder purchases and redemptions. The fund managers will use cash
flows from shareholder purchase and redemption activity to maintain, to the
extent feasible, the similarity of its portfolio to the securities comprising
the S&P 500 Index.

It is intended that VP Equity Index will be diversified to the extent that the
S&P 500 Index is diversified. Because of the composition of the S&P 500 Index,
it is possible that a relatively high percentage of the fund's assets may be
invested in the securities of a limited number of issuers, some of which may be
in the same industry or economic sector. As a result, the fund's portfolio may
be more sensitive to changes in the market value of a single issuer or industry
than other equity funds using different investment styles.

Market performance tends to be cyclical, and in the various cycles, certain
investment styles may fall in and out of favor. If the market is not favoring
the stocks contained in the S&P 500 Index, the fund's gains may not be as big
as, or its losses may be bigger than, other equity funds using different
investment styles.

The fund is offered only to insurance companies for the purpose of offering the
fund as an investment option under variable annuity or variable life insurance
contracts. Although the fund does not foresee any disadvantages to contract
owners due to the fact that it offers its shares as an investment medium for
both variable annuity and variable life products, the interests of various
contract owners participating in the fund might, at some time, be in conflict
due to future differences in tax treatment of variable products or other
considerations. Consequently, the fund's Board of Directors will monitor events
in order to identify any material irreconcilable conflicts that may possibly
arise and to determine what action, if any, should be taken in response to such
conflicts. If a conflict were to occur, an insurance company separate account
might be required to withdraw its investments in the fund, and the fund might be
forced to sell securities at disadvantageous prices to redeem such investments.

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors, investment advisor and fund management team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

The Board of Directors oversees the management of the fund and meets at least
quarterly to review reports about fund operations. Although the Board of
Directors does not manage the fund, it has hired an investment advisor to do so.
More than two-thirds of the directors are independent of the fund's advisor;
that is, they are not employed by and have no financial interest in the
advisor.

THE INVESTMENT ADVISOR

The fund's investment advisor is American Century Investment Management, Inc.
The advisor has been managing mutual funds since 1958 and is headquartered at
4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible for managing the investment portfolios of the fund
and directing the purchase and sale of its investment securities. The advisor
also arranges for transfer agency, custody and all other services necessary for
the fund to operate.

The advisor has, in turn, hired Barclays Global Fund Advisors to make the
day-to-day investment decisions for the fund. Barclays Global Fund Advisors
performs this function under the supervision of American Century Investment
Management, Inc. and the fund's Board of Directors.

For the services it provides to the fund, the advisor receives a unified
management fee of 0.49% of the average net assets of the fund. The amount of the
management fee is calculated daily and paid monthly.

Out of that fee, the advisor paid all expenses of managing and operating the
fund except brokerage expenses, taxes, interest, fees and expenses of the
independent directors (including legal counsel fees), and extraordinary
expenses. A portion of the management fee may be paid by the fund's advisor to
unaffiliated third parties who provide recordkeeping and administrative services
that would otherwise be performed by an affiliate of the advisor.

FUND PERFORMANCE

VP Equity Index has the same management team and investment policies as another
fund in the American Century family of funds. The fees and expenses of the funds
are expected to be similar, and they will be managed with substantially the same
investment objective and strategies. Notwithstanding these general similarities,
this fund and the retail fund are separate mutual funds that will have different
investment performance. Differences in cash flows into the two funds, the size
of their portfolios and specific investments held by the two funds, as well as
the additional expenses of the insurance product, will cause performance to
differ.

Please consult the separate account prospectus for a description of the
insurance product through which the fund is offered and its associated fees.

FUNDAMENTAL INVESTMENT POLICIES

Fundamental investment policies contained in the Statement of Additional
Information and the investment objective of the fund may not be changed without
a shareholder vote. The Board of Directors may change any other policies and
investment strategies.

[sidebar]

[graphic of hand pointing index finger]
CODE OF ETHICS
American Century has a Code of Ethics designed to ensure that the interests of
fund shareholders come before the interests of the people who manage the fund.
Among other provisions, the Code of Ethics prohibits portfolio managers and
other investment personnel from buying securities in an initial public offering
or profiting from the purchase and sale of the same security within 60 calendar
days. In addition, the Code of Ethics requires portfolio managers and other
employees with access to information about the purchase or sale of securities by
the fund to obtain approval before executing permitted personal trades.

[end sidebar]

6 American Century Investments 1-800-345-6488

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

For instructions on how to purchase and redeem shares, read the prospectus of
your insurance company separate account. Your order will be priced at the net
asset value next determined after your request is received in the form required
by the insurance company separate account. There are no sales commissions or
redemption charges. However, certain sales or deferred sales charges and other
charges may apply to the variable annuity or life insurance contracts. Those
charges are disclosed in the separate account prospectus.

ABUSIVE TRADING PRACTICES

We do not permit market timing or other abusive trading practices in our funds.

Excessive, short-term (market timing) or other abusive trading practices may
disrupt portfolio management strategies and harm fund performance. To minimize
harm to the fund and its shareholders, we reserve the right to reject any
purchase order (including exchanges) from any investor we believe has a history
of abusive trading or whose trading, in our judgment, has been or may be
disruptive to a fund. In making this judgment, we may consider trading done in
multiple accounts under common ownership or control. We also reserve the right
to delay delivery of redemption proceeds up to seven days.

MODIFYING OR CANCELING AN INVESTMENT

Investment instructions are irrevocable. That means that once you have mailed or
otherwise transmitted your investment instruction, you may not modify or cancel
it. The fund reserves the right to suspend the offering of shares for a period
of time, and the fund reserves the right to reject any specific purchase order
(including purchases by exchange or conversion). Additionally, we may refuse a
purchase if, in our judgment, it is of a size that would disrupt the management
of a fund.

SHARE PRICE

American Century determines the NET ASSET VALUE (NAV) of the fund as of the
close of regular trading on the New York Stock Exchange (usually 4 p.m. Eastern
time) on each day the Exchange is open. On days when the Exchange is not open
(including certain U.S. holidays), we do not calculate the NAV. The NAV of a
fund share is the current value of the fund's assets, minus any liabilities,
divided by the number of fund shares outstanding.

If current market prices of securities owned by a fund are not readily
available, the advisor may determine their fair value in accordance with
procedures adopted by the fund's Board. Trading of securities in foreign markets
may not take place every day the Exchange is open. Also, trading in some foreign
markets and on some electronic trading networks may take place on weekends or
holidays when a fund's NAV is not calculated. So, the value of a fund's
portfolio may be affected on days when you can't purchase or redeem shares of
the fund.

We will price your purchase, exchange or redemption at the NAV next determined
after the insurance company separate account receives your transaction request
in good order.

[sidebar]

The NET ASSET VALUE, or NAV, of a fund is the price of the fund's shares.

[end sidebar]

www.americancentury.com American Century Investments 7

DISTRIBUTIONS

Federal tax laws require the fund to make distributions to its shareholders in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means the fund will not be subject to state or
federal income tax on amounts distributed. The distributions generally consist
of dividends and interest received, as well as capital gains realized on the
sale of investment securities. The fund generally pays distributions from net
income and CAPITAL GAINS, if any, once a year in March. The fund may make more
frequent distributions, if necessary, to comply with Internal Revenue Code
provisions.

You will participate in fund distributions, when they are declared, starting the
day after your purchase is effective. For example, if you purchase shares on a
day that a distribution is declared, you will not receive that distribution. If
you redeem shares, you will receive any distribution declared on the day you
redeem. If you redeem all shares, we will include any such distributions
received with your redemption proceeds. All distributions from the fund will be
invested in additional shares.

TAXES

Consult the prospectus of your insurance company separate account for a
discussion of the tax status of your variable contract.

[sidebar]

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

[end sidebar]

8 American Century Investments 1-800-345-6488

NOTES

www.americancentury.com American Century Investments 9

[back cover]

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

ANNUAL AND SEMIANNUAL REPORTS

These reports contain more information about the fund's investments and the
market conditions and investment strategies that significantly affected the
fund's performance during the most recent fiscal period.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains a more detailed, legal description of the fund's operations,
investment restrictions, policies and practices. The SAI is incorporated by
reference into this Prospectus. This means that it is legally part of this
Prospectus, even if you don't request a copy.

You may obtain a free copy of the SAI or annual and semiannual reports, and ask
questions about the fund or your accounts, by contacting American Century at the
address or telephone numbers listed below.

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

[american century logo(reg.sm)]
American
Century

AMERICAN CENTURY INVESTMENTS
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-6488 or 816-531-5575

0012
SH-PRS-22473

Your
AMERICAN CENTURY
prospectus

VP Global Growth Fund

DECEMBER 2, 2000

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO
TELLS YOU OTHERWISE IS COMMITTING A CRIME.

American Century
Investment Services, Inc.,
Distributor

[american century logo and text logo (reg. sm)]
American
Century

[blank page]

TABLE OF CONTENTS

[left margin]

Throughout this book you'll find definitions of key investment terms and
phrases. When you see a word printed in BLUE ITALICS, look for its definition
in the left margin.

[graphic of pointing finger]
This symbol highlights special information and helpful tips.

American Century Investments

[blank page]

American Century Investments 1-800-345-6488

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund managers look for stocks of growing foreign companies. The investment
strategy of this fund is based on the belief that, over the long term, stocks of
companies with earnings and revenue growth have a greater-than-average chance to
increase in value over time. A more detailed description of American Century's
growth investment style and the fund's investment strategies and risks begins
on page 4.

The fund's principal risks include

* MARKET RISK -- The value of a fund's shares will go up and down based on the
performance of the companies whose securities it owns and other factors
generally affecting the securities market.

* PRICE VOLATILITY -- The value of a fund's shares may fluctuate significantly
in the short term.

* PRINCIPAL LOSS -- As with all funds, if you sell your shares when their value
is less than the price you paid, you will lose money.

* FOREIGN RISK -- The fund invests primarily in foreign securities, which are
generally riskier than U.S. stocks. As a result the funds is subject to foreign
risk, meaning that political events (civil unrest, national elections,
imposition of exchange controls), social and economic events (labor strikes,
rising inflation) and natural disasters occurring in a country where the fund
invests could cause the fund's investments in that country to experience gains
or losses.

* CURRENCY RISK -- Because the fund's foreign investments are generally held in
foreign currencies, the fund is subject to currency risk, meaning that the fund
could experience gains or losses solely on changes in the exchange rate between
foreign currencies and the U.S. dollar.

WHO may WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* seeking diversification of your investment portfolio through investment in
foreign securities

* comfortable with the risks associated with investing in U.S. and foreign
growth securities

* comfortable with short-term price volatility

WHO may not WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* seeking current income from your investment

* investing for a short period of time

* uncomfortable with the risks associated with investing in foreign securities

* uncomfortable with short-term volatility in the value of your investment

Fund Performance History

[left margin]

[graphic of pointing finger]
An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

[graphic of pointing finger]
For current performance information, please call us at 1-800-345-6488 or visit
American Century's Web site at www.americancentury.com.

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VP GLOBAL GROWTH FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers use a growth investment strategy developed by American Century
to invest in stocks of companies that they believe will increase in value over
time. This strategy looks for companies with earnings and revenues that are not
only growing, but growing at a successively faster, or accelerating pace. This
strategy is based on the premise that, over the long term, the stocks of
companies with earnings and revenue growth have a greater-than-average chance to
increase in value.

The managers use a bottom-up approach to select stocks for the fund. That means
they first look for strong, growing companies to invest in, rather than simply
buying any company in a growing industry or sector. Using American Century's
extensive computer database, the managers track financial information for
thousands of companies to identify trends in the companies' earnings and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of companies they believe will be able to sustain
their growth, and to sell stocks of companies whose growth begins to slow down.

In addition to locating strong companies with earnings and revenue growth, the
fund managers believe that it is important to diversify the fund's holdings
across different countries and geographical regions in an effort to manage the
risks of an international portfolio. For this reason, the fund managers also
consider the prospects for relative economic growth among countries or regions,
economic and political conditions, expected inflation rates, currency exchange
fluctuations and tax considerations when making investments.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the fund essentially fully invested in
stocks regardless of the movement of stock prices generally. When the managers
believe it is prudent, the fund may invest a portion of its assets in
convertible securities, foreign securities, short-term securities, non-leveraged
stock index futures contracts and other similar securities. Stock index futures
contracts, a type of derivative security, can help the fund's cash assets remain
liquid while performing more like stocks. The fund has a policy governing stock
index futures and similar derivative securities to help manage the risk of these
types of investments. For example, the managers cannot leverage the fund's
assets by investing in a derivative security. A complete description of the
derivatives policy is included in the Statement of Additional Information.

[left margin]

[graphic of pointing finger]
Accelerating growth is shown, for example, by growth that is faster this
quarter than last or faster this year than the year before.

4 American Century Investments 1-800-345-6488

WHAT KIND OF SECURITIES DOES THE FUND BUY?

Global Growth invests in both U.S. and foreign companies. The fund's assets will
be primarily invested at all times in equity securities of issuers in developed
countries worldwide (including the United States). The fund can purchase other
types of securities as well, such as domestic and foreign preferred stocks,
convertible debt securities, equity-equivalent securities, nonleveraged futures
and options, notes, bonds and other debt securities of companies, and
obligations of domestic or foreign governments and their agencies. The fund
limits its purchase of debt securities to investment-grade obligations.

In the event of exceptional market or economic conditions, the fund may, as a
temporary defensive measure, invest all or a substantial portion of its assets
in cash or high-quality, short-term debt securities. To the extent a fund
assumes a defensive position, it will not be pursuing its objective of capital
growth.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The value of a fund's shares depends on the value of the stocks and other
securities it owns. The value of the individual securities a fund owns will go
up and down depending on the performance of the companies that issued them,
general market and economic conditions, and investor confidence.

As with all funds, your shares may be worth more or less at any given time than
the price you paid for them. If you sell your shares when the value is less than
the price you paid, you will lose money.

Investing in foreign securities has certain unique risks that make it generally
riskier than investing in U.S. stocks. These risks include increased exposure to
political, social and economic events in world markets; limited availability of
public information about a company; less developed trading markets and
regulatory practices; and a lack of uniform financial reporting practices
compared to those that apply in the United States.

In addition, foreign securities are subject to currency risk, meaning that
because the fund's investments are generally held in foreign currencies, the
funds could experience gains or losses based solely on changes in the exchange
rate between foreign currencies and the U.S. dollar.

The fund managers may buy a large amount of a company's stock quickly, and may
dispose of it quickly if the company's earnings of revenues decline. While the
managers believe this strategy provides substantial appreciation potential over
the long term, in the short term it can create a significant amount of share
price volatility. This volatility can be greater than that of the average stock
fund.

In summary, investing in this fund is intended for investors who find foreign
securities an appropriate investment and who are willing to accept the increased
risk associated with the fund's investment strategy.

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors, investment advisor and fund management team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

The advisor is responsible for managing the investment portfolios of the fund
and directing the purchase and sale of their investment securities. The advisor
also arranges for transfer agency, custody and all other services necessary for
the fund to operate.

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the fund. The
amount of the management fee is calculated daily and paid monthly. VP Global
Growth will pay the advisor a unified management fee of 1.30% of the first $1
billion of average net assets, 1.15% of the next billion of average net assets,
and 1.05% of average net assets over $2 billion.

6 American Century Investments 1-800-345-6488

THE FUND MANAGEMENT TEAM

The advisor uses a team of portfolio managers, assistant portfolio managers and
analysts to manage the fund. The team meets regularly to review portfolio
holdings and discuss purchase and sale activity. Team members buy and sell
securities for a fund as they see fit, guided by the fund's investment objective
and strategy.

The portfolio managers on the investment team are identified below:

HENRIK STRABO

Mr. Strabo, Chief Investment Officer-International Equities, has been a member
of the team that manages VP Global Growth since the fund's inception in December
2000. He also has been a member of the team that manages International Growth
and International Discovery since April 1994. He joined American Century in 1993
as an Investment Analyst and was promoted to Portfolio Manager in April 1994. He
has a bachelor's degree in business from the University of Washington.

BRADLEY AMOILS

Mr. Amoils, Portfolio Manager, has been a member of the team that manages VP
Global Growth since the fund's inception in December 2000. He joined American
Century in July 1997 as an Investment Analyst and was promoted to Portfolio
Manager in November 1998. Prior to joining American Century, he served as a
Securities Analyst for Oppenheimer Funds from January 1996 to June 1997 and an
Analyst at Clay Finlay Asset Management from March 1995 to December 1995. He has
a bachelor of science and doctorate of medicine from the University of
Witwatersrand, Johannesburg, South Africa and an MBA from Columbia University
Graduate School of Business.

FUND PERFORMANCE

VP Global Growth has the same management team and investment policies as another
fund in the American Century family of funds. The fees and expenses of the funds
are expected to be similar, and they will be managed with substantially the same
investment objective and strategies. Notwithstanding these general similarities,
this fund and the retail fund are separate mutual funds that will have different
investment performance. Differences in cash flows into the two funds, the size
of their portfolios and specific investments held by the two funds, as well as
the additional expenses of the insurance product, will cause performance to
differ.

Please consult the separate account prospectus for a description of the
insurance product through which the fund is offered and its associated fees.

FUNDAMENTAL INVESTMENT POLICIES

Fundamental investment policies contained in the Statement of Additional
Information and the investment objectives of the fund may not be changed without
a shareholder vote. The Board of Directors may change any other policies and
investment strategies.

[left margin]

[graphic of pointing finger]
CODE OF ETHICS

American Century has a Code of Ethics designed to ensure that the interests of
fund shareholders come before the interests of the people who manage the fund.
Among other provisions, the Code of Ethics prohibits portfolio managers and
other investment personnel from buying securities in an initial public offering
or profiting from the purchase and sale of the same security within 60 calendar
days. In addition, the Code of Ethics requires portfolio managers and other
employees with access to information about the purchase or sale of securities
by the fund to obtain approval before executing permitted personal trades.

www.americancentury.com American Century Investments 7

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

We do not permit market timing or other abusive trading practices in our funds.

MODIFYING OR CANCELING AN INVESTMENT

SHARE PRICE

We will price your purchase, exchange or redemption at the NAV next determined
after the insurance company separate account receives your transaction request
in good order.

[left margin]
The NET ASSET VALUE, or NAV, of a fund is the price of the fund's shares.

8 American Century Investments 1-800-345-6488

DISTRIBUTIONS

Federal tax laws require the fund to make distributions to its shareholders in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means the fund will not be subject to state or
federal income tax on amounts distributed. The distributions generally consist
of dividends and interest received, as well as CAPITAL GAINS realized on the
sale of investment securities. The fund generally pays distributions from net
income and capital gains, if any, once a year in March. The fund may make more
frequent distributions, if necessary, to comply with Internal Revenue Code
provisions.

TAXES

Consult the prospectus of your insurance company separate account for a
discussion of the tax status of your variable contract.

[left margin]

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

www.americancentury.com American Century Investments 9

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

[american century logo(reg.sm)]
American
Century

AMERICAN CENTURY INVESTMENTS
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-6488 or 816-531-5575

0011
SH-PRS-22474

Your
AMERICAN CENTURY
prospectus

VP Growth Fund

DECEMBER 2, 2000

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO
TELLS YOU OTHERWISE IS COMMITTING A CRIME.

American Century Investment
Services, Inc., Distributor

[american century logo and text logo (reg. tm)]
American
Century

TABLE OF CONTENTS

[left margin]

Throughout this book you'll find definitions of key investment terms and
phrases. When you see a word printed in BLUE ITALICS, look for its definition in
the left margin.

[graphic of pointing finger]
This symbol highlights special information and helpful tips.

American Century Investments

2 American Century Investments 1-800-345-2021

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund looks for common stocks of growing companies. The basis of the strategy
used by this fund is that, over the long term, stocks of companies with
earnings and revenue growth have a greater than average chance to increase in
value over time. A more detailed description of American Century's "growth"
investment style begins on page 4.

The fund's principal risks include

* MARKET RISK-The value of a fund's shares will go up and down based on the
performance of the companies whose securities it owns and other factors
affecting the securities market generally.

* PRICE VOLATILITY-The value of a fund's shares may fluctuate significantly in
the short term.

* PRINCIPAL LOSS-As with all mutual funds, if you sell your shares when their
value is less than the price you paid, you will lose money.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* comfortable with short-term price volatility

* comfortable with the risks associated with the investment strategy

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* seeking current income from your investment

* investing for a short period of time

* uncomfortable with short-term volatility in the value of your investment

Fund Performance History

[left margin[

[graphic of pointing finger]
An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

[graphic of pointing finger]
For current performance information, please call us at 1-800-345-6488 or visit
American Century's Web site at www.americancentury.com.

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VP GROWTH FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers look for stocks of companies they believe will increase in
value over time, using a growth investment strategy developed by American
Century. This strategy looks for companies with earnings and revenues that are
not only growing, but growing at a successively faster, or accelerating pace.
This strategy is based on the premise that, over the long term, the stocks of
companies with accelerating earnings and revenues have a greater-than-average
chance to increase in value.

The managers use a bottom-up approach to select stocks to buy for the fund. That
means they first look for strong, growing companies to invest in, rather than
simply buying any company in a growing industry or sector. Using American
Century's extensive computer database, the managers track financial information
for thousands of companies to identify trends in the companies' earnings and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of companies they believe will be able to sustain
accelerating growth, and to sell stocks of companies whose growth begins to slow
down.

Although most of the fund's assets will be invested in U.S. companies, there is
no limit on the amount of assets the fund can invest in foreign companies. Most
of the fund's foreign investments are in companies located and doing business in
developed countries. Investments in foreign securities present some unique risks
that are more fully described in the fund's Statement of Additional Information.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the fund essentially fully invested in
stocks regardless of the movement of stock prices generally. When the managers
believe it is prudent, the fund may invest a portion of their assets in
convertible debt securities, foreign securities, short-term securities,
nonleveraged stock index futures contracts and other similar securities. Stock
index futures contracts, a type of derivative security, can help the fund's cash
assets remain liquid while performing more like stocks. The fund has a policy
governing stock index futures and similar derivative securities to help manage
the risk of these types of investments. For example, the managers cannot
leverage the fund's assets by investing in a derivative security. A complete
description of the derivatives policy is included in the Statement of Additional
Information.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

The fund will usually purchase common stocks, but it can purchase other types of
securities as well, such as domestic and foreign preferred stocks, convertible
debt securities, equity equivalent securities, nonleveraged futures and options,
notes, bonds and other debt securities. The fund generally limits its purchase
of debt securities to investment-grade obligations, except for convertible debt
securities, which may be rated below investment grade. Futures and options can
help the fund's cash assets remain liquid while performing more like stocks. The
fund has a policy governing futures and options and similar derivative
securities to help manage the risk of these types of investments. A complete
description of the derivatives policy is included in the Statement of Additional
Information.

[left margin[

[graphic of pointing finger]
Accelerating growth is shown, for example, by growth that is faster this quarter
than last or faster this year than the year before.

4 American Century Investments 1-800-345-2021

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The fund managers may buy a large amount of a company's stock quickly, and often
will dispose of it quickly if the company's earnings or revenues decline. While
the managers believe this strategy provides substantial appreciation potential
over the long term, in the short term it can create a significant amount of
share price volatility. This volatility can be greater than that of the average
stock fund.

Market performance tends to be cyclical, and in the various cycles, certain
investment styles may fall in and out of favor. If the market is not favoring
the fund's style, the fund's gains may not be as big as, or their losses may be
bigger than, other equity funds using different investment styles.

Although the fund managers intend to invest the fund's assets primarily in U.S.
stocks, the fund may invest in securities of foreign companies. Foreign
investment involves additional risks, including fluctuations in currency
exchange rates, less stable political and economic structures, reduced
availability of public information, and lack of uniform financial reporting and
regulatory practices similar to those that apply in the United States. These
factors make investing in foreign securities generally riskier than investing in
U.S. stocks. To the extent a fund invests in foreign securities, the overall
risk of that fund could be affected.

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors, investment advisor and fund management team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

The fund's investment advisor is American Century Investment Management, Inc.
The advisor has been managing mutual funds since 1958. The advisor is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

For the services it provides to the fund, the advisor receives a unified
management fee of 1.00% of the average net assets of the fund. The amount of the
management fee is calculated daily and paid monthly.

6 American Century Investments 1-800-345-2021

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

C. KIM GOODWIN

Ms. Goodwin, Senior Vice President and Senior Portfolio Manager, has been a
member of the team that manages VP Growth since its inception in December 2000.
Before joining American Century in October 1997, she served as Senior Vice
President and Portfolio Manager at Putnam Investments from May 1996 to September
1997, and Vice President and Portfolio Manager at Prudential Investments from
February 1993 to April 1996. She has a bachelor of arts from Princeton
University, an MBA in finance and a master's in public affairs from the
University of Texas.

GREGORY J. WOODHAMS

Mr. Woodhams, Vice President and Portfolio Manager, has been a member of the
team that manages VP Growth since its inception in December 2000. He joined
American Century in September 1997 as an Investment Analyst and was promoted to
Portfolio Manager for the Growth team in May 1998. Before joining American
Century, he served as Vice President and Director of Equity Research for Texas
Commerce Bank, a subsidiary of Chase Manhattan Bank. He has a bachelor's degree
in economics from Rice University and an M.A. in economics from the University
of Wisconsin. He is a Chartered Financial Analyst.

E. A. PRESCOTT LEGARD

Mr. LeGard, Portfolio Manager, has been a member or the team that manages VP
Growth since its inception in December 2000. Before joining American Century in
March 1999, he was an analyst for USAA Investment Management from March 1998 to
March 1999 and a portfolio manager for Commerce Bancshares from November 1993 to
February 1998. He has a bachelor's degree in economics from DePauw University.
He is a Chartered Financial Analyst.

FUND PERFORMANCE

VP Growth has the same management team and investment policies as another fund
in the American Century family of funds. The fees and expenses of the funds are
expected to be similar, and they will be managed with substantially the same
investment objective and strategies. Notwithstanding these general similarities,
this fund and the retail fund are separate mutual funds that will have different
investment performance. Differences in cash flows into the two funds, the size
of their portfolios and specific investments held by the two funds, as well as
the additional expenses of the insurance product, will cause performance to
differ.

Please consult the separate account prospectus for a description of the
insurance product through which the fund is offered and its associated fees.

FUNDAMENTAL INVESTMENT POLICIES

[left margin]

[graphic of pointing finger]
CODE OF ETHICS

American Century has a Code of Ethics designed to ensure that the interests of
fund shareholders come before the interests of the people who manage the fund.
Among other provisions, the Code of Ethics prohibits portfolio managers and
other investment personnel from buying securities in an initial public offering
or profiting from the purchase and sale of the same security within 60 calendar
days. In addition, the Code of Ethics requires portfolio managers and other
employees with access to information about the purchase or sale of securities by
the fund to obtain approval before executing permitted personal trades.

www.americancentury.com American Century Investments 7

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

We do not permit market timing or other abusive trading practices in our funds.

MODIFYING OR CANCELING AN INVESTMENT

SHARE PRICE

We will price your purchase, exchange or redemption at the NAV next determined
after the insurance company separate account receives your transaction request
in good order.

[left margin]
The NET ASSET VALUE, or NAV, of a fund is the price of the fund's shares.

8 American Century Investments 1-800-345-2021

DISTRIBUTIONS

Federal tax laws require the fund to make distributions to its shareholders in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means the fund will not be subject to state or
federal income tax on amounts distributed. The distributions generally consist
of dividends and interest received, as well as CAPITAL GAINS realized on the
sale of investment securities. The fund generally pays distributions from net
income and capital gains, if any, once a year in March. The fund may make more
frequent distributions, if necessary, to comply with Internal Revenue Code
provisions.

TAXES

Consult the prospectus of your insurance company separate account for a
discussion of the tax status of your variable contract.

[left margin]
CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

www.americancentury.com American Century Investments 9

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for
location and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

[american century logo(reg.sm)]
American
Century

American Century Investments
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-6488 or 816-531-5575

0012
SH-PRS-22475

Your
AMERICAN CENTURY
prospectus

VP Ultra Fund

DECEMBER 2, 2000

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE
WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

American Century
Investment Services, Inc.,
Distributor

[american century logo and text logo (reg. sm)]
American
Century

[blank page]

TABLE OF CONTENTS

[left margin]

Throughout this book you'll find definitions of key investment terms and
phrases. When you see a word printed in BLUE ITALICS, look for its definition
in the left margin.

[graphic of pointing finger]
This symbol highlights special information and helpful tips.

American Century Investments

[blank page]

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund looks for common stocks of growing companies. The basis of the strategy
used by this fund is that, over the long term, stocks of companies with earnings
and revenue growth have a greater than average chance to increase in value over
time. A more detailed description of American Century's "growth" investment
style begins on page 4.

The fund's principal risks include

* MARKET RISK-The value of a fund's shares will go up and down based on the
performance of the companies whose securities it owns and other factors
affecting the securities market generally.

* PRICE VOLATILITY-The value of a fund's shares may fluctuate significantly in
the short term.

* PRINCIPAL LOSS-As with all mutual funds, if you sell your shares when their
value is less than the price you paid, you will lose money.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* comfortable with short-term price volatility

* comfortable with the risks associated with the investment strategy

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* seeking current income from your investment

* investing for a short period of time

* uncomfortable with short-term volatility in the value of your investment

Fund Performance History

As a new fund, the fund's performance history is not available as of the date of
this Prospectus. When this fund has investment results for a full calendar year,
this section will feature charts that show annual total returns, highest and
lowest quarterly returns and average annual returns.

[left margin]

[graphic of pointing finger]
An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

[graphic of pointing finger]
For current performance information, please call us at 1-800-345-6488 or
visit American Century's Web site at www.americancentury.com.

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VP ULTRA FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers look for stocks of large companies they believe will increase
in value over time, using a growth investment strategy developed by American
Century. This strategy looks for companies with earnings and revenues that are
not only growing, but growing at a successively faster, or accelerating, pace.
This strategy is based on the premise that, over the long term, the stocks of
companies with accelerating earnings and revenues have a greater-than-average
chance to increase in value.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the fund essentially fully invested in
stocks regardless of the movement of stock prices generally. When the managers
believe it is prudent, the fund may invest a portion of its assets in
convertible debt securities, foreign securities, short-term securities,
nonleveraged stock index futures contracts and other similar securities. Stock
index futures contracts, a type of derivative security, can help the fund's cash
assets remain liquid while performing more like stocks. The fund has a policy
governing futures and options, stock index futures and similar derivative
securities to help manage the risk of these types of investments. For example,
the managers cannot leverage the fund's assets by investing in a derivative
security. A complete description of the derivatives policy is included in the
Statement of Additional Information.

Additional information about the fund's investments is available in their annual
and semiannual reports. In these reports you will find a discussion of the
market conditions and investment strategies that significantly affected the
fund's performance during the most recent fiscal period. You may get these
reports at no cost by calling us.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

[left margin]

[graphic of pointing finger]
Market capitalization is the value of a company as determined by multiplying the
number of shares of its stock outstanding by its current market price per share.
American Century uses the current Lipper Market Capitalization Boundaries when
determining the market capitalization ranges for the funds. These boundaries are
updated several times a year to reflect changes in stock valuations.

[graphic of pointing finger]
Accelerating growth is shown, for example, by growth that is faster this quarter
than last or faster this year than the year before.

4 American Century Investments 1-800-345-2021

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors, investment advisor and fund management team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the average net assets of the fund. The
amount of the management fee is calculated daily and paid monthly. VP Ultra will
pay the advisor a unified fee of 1.00% of the first $20 billion of average net
assets, and 0.95% of average net assets over $20 billion.

6 American Century Investments 1-800-345-2021

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

Ultra

JAMES E. STOWERS III

Mr. Stowers, Chief Executive Officer and Portfolio Manager, has been a member of
the team that manages VP Ultra since its inception in December 2000. He also is
the Chief Investment Officer-U.S. Growth Equities and as such oversees the
investment discipline used by the fund and seven other growth funds. He joined
American Century in 1981. He has a bachelor's degree in finance from Arizona
State University.

JOHN R. SYKORA

Mr. Sykora, Vice President and Senior Portfolio Manager, has been a member of
the team that manages VP Ultra since its inception in December 2000. He joined
American Century in May 1994 as an Investment Analyst. He has a bachelor's
degree in accounting finance and an MBA in finance from Michigan State
University. He is a Chartered Financial Analyst.

BRUCE A. WIMBERLY

Mr. Wimberly, Vice President and Senior Portfolio Manager, has been a member of
the team that manages VP Ultra since its inception in December 2000. He joined
American Century in September 1994 as an Investment Analyst. He has a bachelor
of arts from Middlebury College and an MBA from Kellogg Graduate School of
Management, Northwestern University.

FUND PERFORMANCE

VP Ultra has the same management team and investment policies as another fund in
the American Century family of funds. The fees and expenses of the funds are
expected to be similar, and they will be managed with substantially the same
investment objective and strategies. Notwithstanding these general similarities,
this fund and the retail fund are separate mutual funds that will have different
investment performance. Differences in cash flows into the two funds, the size
of their portfolios and specific investments held by the two funds, as well as
the additional expenses of the insurance product, will cause performance to
differ.

Please consult the separate account prospectus for a description of the
insurance product through which the fund is offered and its associated fees.

FUNDAMENTAL INVESTMENT POLICIES

[left margin]

[graphic of pointing finger]
CODE OF ETHICS

American Century has a Code of Ethics designed to ensure that the interests of
fund shareholders come before the interests of the people who manage the funds.
Among other provisions, the Code of Ethics prohibits portfolio managers and
other investment personnel from buying securities in an initial public offering
or profiting from the purchase and sale of the same security within 60 calendar
days. In addition, the Code of Ethics requires portfolio managers and other
employees with access to information about the purchase or sale of securities by
the funds to obtain approval before executing permitted personal trades.

www.americancentury.com American Century Investments 7

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

We do not permit market timing or other abusive trading practices in our funds.

MODIFYING OR CANCELING AN INVESTMENT

SHARE PRICE

We will price your purchase, exchange or redemption at the NAV next determined
after the insurance company separate account receives your transaction request
in good order.

[left margin]
The NET ASSET VALUE, or NAV, of a fund is the price of the fund's shares.

8 American Century Investments 1-800-345-2021

DISTRIBUTIONS

Federal tax laws require the fund to make distributions to its shareholders in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means the fund will not be subject to state or
federal income tax on amounts distributed. The distributions generally consist
of dividends and interest received, as well as CAPITAL GAINS realized on the
sale of investment securities. The fund generally pays distributions from net
income and capital gains, if any, once a year in March. The fund may make more
frequent distributions, if necessary, to comply with Internal Revenue Code
provisions.

TAXES

Consult the prospectus of your insurance company separate account for a
discussion of the tax status of your variable contract.

[left margin]
CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

www.americancentury.com American Century Investments 9

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

[american century logo(reg.sm)]
American
Century

AMERICAN CENTURY INVESTMENTS
P.O. Box 419385
Kansas City, Missouri 64141-6385

1-800-345-6488 or 816-531-5575

0012
SH-PRS-22477

Your
AMERICAN CENTURY
prospectus

VP Vista Fund

DECEMBER 2, 2000

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO
TELLS YOU OTHERWISE IS COMMITTING A CRIME.

American Century Investment Services, Inc., Distributor

[american century logo and text logo (reg. sm)]
American
Century

TABLE OF CONTENTS

[left margin]

Throughout this book you'll find definitions of key investment terms and
phrases. When you see a word printed in BLUE ITALICS, look for its definition in
the left margin.

[graphic of pointing finger]
This symbol highlights special information and helpful tips.

American Century Investments

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS?

The fund looks for common stocks of growing companies. The basis of the strategy
used by this fund is that, over the long term, stocks of companies with earnings
and revenue growth have a greater than average chance to increase in value over
time. A more detailed description of American Century's "growth" investment
style begins on page 4.

The fund's principal risks include

* MARKET RISK-The value of a fund's shares will go up and down based on the
performance of the companies whose securities it owns and other factors
affecting the securities market generally.

* PRICE VOLATILITY-The value of a fund's shares may fluctuate significantly in
the short term.

* PRINCIPAL LOSS-As with all mutual funds, if you sell your shares when their
value is less than the price you paid, you will lose money.

WHO MAY WANT TO INVEST IN THE FUND?

The fund may be a good investment if you are

* seeking long-term capital growth from your investment

* comfortable with short-term price volatility

* comfortable with the risks associated with the investment strategy

WHO MAY NOT WANT TO INVEST IN THE FUND?

The fund may not be a good investment if you are

* seeking current income from your investment

* investing for a short period of time

* uncomfortable with short-term volatility in the value of your investment

FUND PERFORMANCE HISTORY

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[graphic of pointing finger]

An investment in the fund is not a bank deposit, and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
government agency.

For current performance information, please call us at 1-800-345-6488 or visit
American Century's Web site at www.americancentury.com.

www.americancentury.com American Century Investments 3

OBJECTIVES, STRATEGIES AND RISKS

VP VISTA FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund managers look for stocks of medium-sized and smaller companies they
believe will increase in value over time, using a growth investment strategy
developed by American Century. This strategy looks for companies with earnings
and revenues that are not only growing, but growing at a successively faster, or
accelerating, pace. This strategy is based on the premise that, over the long
term, the stocks of companies with accelerating earnings and revenues have a
greater-than-average chance to increase in value.

The fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the fund essentially fully invested in
stocks regardless of the movement of stock prices generally. When the managers
believe it is prudent, the fund may invest a portion of its assets in
convertible debt securities, foreign securities, short-term securities,
nonleveraged stock index futures contracts and other similar securities. Stock
index futures contracts, a type of derivative security, can help the fund's cash
assets remain liquid while performing more like stocks. The fund has a policy
governing futures and options, stock index futures and similar derivative
securities to help manage the risk of these types of investments. For example,
the managers cannot leverage the fund's assets by investing in a derivative
security. A complete description of the derivatives policy is included in the
Statement of Additional Information.

WHAT KINDS OF SECURITIES DOES THE FUND BUY?

[LEFT MARGIN]

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Market capitalization is the value of a company as determined by multiplying the
number of shares of its stock outstanding by its current market price per share.
American Century uses the current Lipper Market Capitalization Boundaries when
determining the market capitalization ranges for the funds. These boundaries are
updated several times a year to reflect changes in stock valuations.

[graphic of pointing finger]

Accelerating growth is shown, for example, by growth that is faster this quarter
than last or faster this year than the year before.

4 American Century Investments 1-800-345-2021

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

www.americancentury.com American Century Investments 5

MANAGEMENT

WHO MANAGES THE FUND?

The Board of Directors, investment advisor and fund management team play key
roles in the management of the fund.

THE BOARD OF DIRECTORS

THE INVESTMENT ADVISOR

6 American Century Investments 1-800-345-2021

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team are identified below:

GLENN A. FOGLE

Mr. Fogle, Vice President and Senior Portfolio Manager, has been a member of the
team that manages VP Vista since its inception in December 2000. He joined
American Century in September 1990 as an Investment Analyst. He has a bachelor
of business administration and an MBA in finance from Texas Christian
University. He is a Chartered Financial Analyst.

DAVID ROSE

Mr. Rose, Portfolio Manager, has been a member of the team that manages VP Vista
since its inception in December 2000. He joined American Century in July 1998 as
an investment analyst. Before joining American Century, he was the business
manager and chief financial officer for SingleLife Enterprises Inc. from
September 1991 to May 1996. He has a bachelor's degree in business
administration from Washington University and an MS in finance, investments and
banking from University of Wisconsin-Madison.

FUND PERFORMANCE

VP Vista has the same management team and investment policies as another fund in
the American Century family of funds. The fees and expenses of the funds are
expected to be similar, and they will be managed with substantially the same
investment objective and strategies. Notwithstanding these general similarities,
this fund and the retail fund are separate mutual funds that will have different
investment performance. Differences in cash flows into the two funds, the size
of their portfolios and specific investments held by the two funds, as well as
the additional expenses of the insurance product, will cause performance to
differ.

Please consult the separate account prospectus for a description of the
insurance product through which the fund is offered and its associated fees.

FUNDAMENTAL INVESTMENT POLICIES

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[GRAPHIC OF POINTING FINGER]

CODE OF ETHICS

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SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

We do not permit market timing or other abusive trading practices in our funds.

MODIFYING OR CANCELING AN INVESTMENT

SHARE PRICE

We will price your purchase, exchange or redemption at the NAV next determined
after the insurance company separate account receives your transaction request
in good order.

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The NET ASSET VALUE, or NAV, of a fund is the price of the fund's shares.

8 American Century Investments 1-800-345-2021

DISTRIBUTIONS

Federal tax laws require the fund to make distributions to its shareholders in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means the fund will not be subject to state or
federal income tax on amounts distributed. The distributions generally consist
of dividends and interest received, as well as CAPITAL GAINS realized on the
sale of investment securities. The fund generally pays distributions from net
income and capital gains, if any, once a year in March. The fund may make more
frequent distributions, if necessary, to comply with Internal Revenue Code
provisions.

TAXES

Consult the prospectus of your insurance company separate account for a
discussion of the tax status of your variable contract.

[LEFT MARGIN]

CAPITAL GAINS are increases in the values of capital assets, such as stock, from
the time the assets are purchased.

www.americancentury.com American Century Investments 9

NOTES

10 American Century Investments 1-800-345-2021

NOTES

www.americancentury.com American Century Investments 11

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

Statement of Additional Information (SAI)

You also can get information about the fund (including the SAI) from the
Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to
provide copies of this information.

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location and
hours.

On the Internet *EDGAR database at www.sec.gov

*By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

[american century logo(reg.sm)]
American
Century

American Century Investments
P.O. Box 419385
Kansas City, Missouri 64141-6385
1-800-345-6488 or 816-531-5575

0012

SH-PRS-22481

AMERICAN CENTURY
statement of
additional information

VP Equity Index
VP Global Growth
VP Growth
VP Ultra
VP Vista

DECEMBER 2, 2000

"American Century
Variable Portfolios, Inc.

THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUNDS'
PROSPECTUSES, DATED DECEMBER 2, 2000, BUT IS NOT A PROSPECTUS. THE STATEMENT
OF ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FUNDS'
CURRENT PROSPECTUSES. IF YOU WOULD LIKE A COPY OF A PROSPECTUS, PLEASE
CONTACT US AT THE ADDRESS OR TELEPHONE NUMBERS LISTED ON THE BACK COVER.

THIS STATEMENT OF ADDITIONAL INFORMATION INCORPORATES BY REFERENCE CERTAIN
INFORMATION THAT APPEARS IN THE FUNDS' ANNUAL AND SEMIANNUAL REPORTS, WHICH
ARE DELIVERED TO ALL INVESTORS. YOU MAY OBTAIN A FREE COPY OF THE FUNDS' ANNUAL
OR SEMIANNUAL REPORTS BY CALLING 1-800-345-6488.

American Century Investment
Services, Inc., Distributor

[american century logo and text logo (reg. sm)]
American
Century

TABLE OF CONTENTS
-------------------------------------------------------------------------------
The Funds' History .......................................................... 2
Fund Investment Guidelines .................................................. 2
Fund Investments and Risks .................................................. 3
Investment Strategies and Risks ........................................ 3
Investment Policies .................................................... 16
Portfolio Turnover ..................................................... 17
Management .................................................................. 19
The Board of Directors ................................................. 19
Officers ............................................................... 22
Service Providers ........................................................... 23
Investment Advisor ..................................................... 24
Transfer Agent and Administrator ....................................... 25
Distributor ............................................................ 25
Other Service Providers ..................................................... 25
Custodian Banks ........................................................ 25
Independent Auditors ................................................... 25
Brokerage Allocation ........................................................ 26
Information about Fund Shares ............................................... 26
Valuation of a Fund's Securities ....................................... 27
Special Requirements for Large Redemptions ............................. 28
Taxes ....................................................................... 28
Federal Income Taxes ................................................... 28
How Fund Performance Information Is Calculated .............................. 29
Explanation of Fixed-Income Securities Ratings .............................. 31

www.americancentury.com American Century Investments 1

THE FUNDS' HISTORY

American Century Variable Portfolios, Inc. is a registered open-end management
investment company that was organized as a Maryland corporation on June 4, 1987.
The corporation was known as TCI Portfolios, Inc. until May 1997. Throughout
this Statement of Additional Information, we refer to American Century Variable
Portfolios, Inc., as the corporation.

Each fund described in this Statement of Additional Information is a separate
series of the corporation and operates for many purposes as if it were an
independent company. Each fund has its own investment objective, strategy,
management team, assets, tax identification and stock registration number.

FUND INVESTMENT GUIDELINES

This section explains the extent to which the funds' advisor, American Century
Investment Management, Inc., can use various investment vehicles and strategies
in managing a fund's assets. Descriptions of the investment techniques and risks
associated with each appear in the section, Investment Strategies and Risks,
which begins on page 3. In the case of the funds' principal investment
strategies, these descriptions elaborate upon discussions contained in the
Prospectuses.

Each fund (except VP Equity Index) is a diversified open-end investment company
as defined in the Investment Company Act of 1940 (the Investment Company Act).
Diversified means that, with respect to 75% of its total assets, each fund will
not invest more than 5% of its total assets in the securities of a single issuer
or own more than 10% of the outstanding voting securities of a single issuer.

VP EQUITY INDEX FUND

VP Equity Index is a non-diversified, open-end investment company as defined in
the Investment Company Act. Non-diversified means that the proportion of the
fund's assets that may be invested in the securities of a single issuer is not
limited by the Investment Company Act.

ALL FUNDS

To meet federal tax requirements for qualification as a regulated investment
company, each fund must limit its investments so that at the close of each
quarter of its taxable year (1) no more than 25% of its total assets are
invested in the securities of a single issuer (other than the U.S. government or
a regulated investment company), and (2) with respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer.

In general, within the restrictions outlined here and in the funds'
Prospectuses, the fund managers have broad powers to decide how to invest fund
assets, including the power to hold them uninvested.

Investments are varied according to what is judged advantageous under changing
economic conditions. It is the advisor's policy to retain maximum flexibility in
management without restrictive provisions as to the proportion of one or another
class of securities that may be held, subject to the investment restrictions
described on the following

2 American Century Investments 1-800-345-6488

pages. It is the advisor's intention that each fund will generally consist of
domestic and foreign common stocks and equity equivalent securities. However,
subject to the specific limitations applicable to a fund, the funds' management
teams may invest the assets of each fund in varying amounts in other instruments
and using other techniques, such as those discussed under Investment Strategies
and Risks, which begins on page 3, when such a course is deemed appropriate in
order to attempt to attain a fund's investment objective. Senior securities
that, in the opinion of the managers, are high-grade issues also may be
purchased for defensive purposes.

So long as a sufficient number of acceptable securities are available, the fund
managers intend to keep the funds fully invested in stocks identified as
attractive by the funds' investment methodology, regardless of the movement of
stock prices generally. However, should the funds' investment methodology fail
to identify sufficient candidates, or for any other reason including the desire
to make a temporary defensive position, the funds may invest up to 100% of its
assets in U.S. government securities. In most circumstances, the funds' actual
level of cash and cash equivalents will be less than 10%. The fund managers may
use stock index futures contracts as a way to expose the funds' cash assets to
the market while maintaining liquidity. As mentioned in the Prospectuses, the
managers may not leverage the funds' portfolios; so there is no greater market
risk to the funds than if they purchase stocks. See Derivative Securities, page
7, Short-Term Securities, page 12 and Futures and Options, page 13.

FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

This section describes various investment vehicles and techniques the fund
managers can use in managing a fund's assets. It also details the risks
associated with each, because each investment vehicle and technique contributes
to a fund's overall risk profile.

Foreign Securities

Each fund may invest in the securities of foreign issuers, including foreign
governments, when these securities meet its standards of selection. Securities
of foreign issuers may trade in the U.S. or foreign securities markets.

An unlimited portion of each fund's total assets may be invested in the
securities of foreign issuers.

Investments in foreign securities may present certain risks, including:

Currency Risk. The value of the foreign investments held by the funds may be
significantly affected by changes in currency exchange rates. The dollar value
of a foreign security generally decreases when the value of the dollar rises
against the foreign currency in which the security is denominated and tends to
increase when the value of the dollar falls against such currency. In addition,
the value of fund assets may be affected by losses and other expenses incurred
in converting between various currencies in order to purchase and sell foreign
securities and buy currency restrictions, exchange control regulation, currency
devaluations and political developments.

Political and Economic Risk. The economies of many of the countries in which the
funds may invest are not as developed as the economy of the United States and
may be subject to significantly different forces. Political or social
instability, expropriation, nationalization, confiscatory taxation, and
limitations on the removal of funds or other assets, could also adversely affect
the value of investments. Further, the funds may encounter difficulties or be
unable to enforce ownership rights, pursue legal remedies or obtain judgments in
foreign courts.

www.americancentury.com American Century Investments 3

Regulatory Risk. Foreign companies generally are not subject to the regulatory
controls imposed on U.S. issuers and, in general, there is less publicly
available information about foreign securities than is available about domestic
securities. Many foreign companies are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic companies. Income from foreign
securities owned by the funds may be reduced by a withholding tax at the source,
which would reduce dividend income payable to shareholders.

Market and Trading Risk. Brokerage commission rates in foreign countries, which
generally are fixed rather than subject to negotiation as in the United States,
are likely to be higher. The securities markets in many of the countries in
which the funds may invest will have substantially less trading volume than the
principal U.S. markets. As a result, the securities of some companies in these
countries may be less liquid and more volatile than comparable U.S. securities.
Furthermore, one securities broker may represent all or a significant part of
the trading volume in a particular country, resulting in higher trading costs
and decreased liquidity due to a lack of alternative trading partners. There
generally is less government regulation and supervision of foreign stock
exchanges, brokers and issuers, which may make it difficult to enforce
contractual obligations.

Clearance and Settlement Risk. Foreign securities markets also have different
clearance and settlement procedures, and in certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in clearance and settlement could result in temporary periods when
assets of the funds are uninvested and no return is earned. The inability of the
funds to make intended security purchases due to clearance and settlement
problems could cause the funds to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to clearance and settlement
problems could result either in losses to the funds due to subsequent declines
in the value of the portfolio security or, if the funds have entered into a
contract to sell the security, liability to the purchaser.

Ownership Risk. Evidence of securities ownership may be uncertain in many
foreign countries. As a result, there is a risk that a fund's trade details
could be incorrectly or fraudulently entered at the time of the transaction,
resulting in a loss to the fund.

Forward Currency Exchange Contracts

Each fund may purchase and sell foreign currency on a spot (i.e., cash) basis
and may engage in forward currency contracts, currency options and futures
transactions for hedging or any other lawful purpose. See Derivative Securities,
page 7.

The funds expect to use forward contracts under two circumstances:

(1) When the fund managers wish to lock in the U.S. dollar price of a security
when a fund is purchasing or selling a security denominated in a foreign
currency, the fund would be able to enter into a forward contract to do so;
or

(2) When the fund managers believe that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, a fund
would be able to enter into a forward contract to sell foreign currency for
a fixed U.S. dollar amount approximating the value of some or all of its
portfolio securities either denominated in, or whose value is tied to, such
foreign currency.

In the first circumstance, when a fund enters into a trade for the purchase or
sale of a security denominated in a foreign currency, it may be desirable to
establish (lock in) the U.S. dollar cost or proceeds. By entering into forward
contracts in U.S. dollars for the purchase or sale of a foreign currency
involved in an underlying security transaction, the fund will be able to protect
itself against a possible loss between trade and settlement dates resulting from
the adverse change in the relationship between the U.S. dollar and the subject
foreign currency.

4 American Century Investments 1-800-345-6488

Under the second circumstance, when the fund managers believe that the currency
of a particular country may suffer a substantial decline relative to the U.S.
dollar, a fund could enter into a forward contract to sell for a fixed dollar
amount the amount in foreign currencies approximating the value of some or all
of its portfolio securities either denominated in, or whose value is tied to,
such foreign currency. The fund will segregate on its records cash or securities
in an amount sufficient to cover its obligations under the contract.

The precise matching of forward contracts in the amounts and values of
securities involved generally would not be possible because the future values of
such foreign currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of short-term hedging strategy
is highly uncertain. The fund managers do not intend to enter into such
contracts on a regular basis. Normally, consideration of the prospect for
currency parities will be incorporated into the long-term investment decisions
made with respect to overall diversification strategies. However, the fund
managers believe that it is important to have flexibility to enter into such
forward contracts when they determine that a fund's best interests may be
served.

At the maturity of the forward contract, the fund may either sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate the obligation to deliver the foreign currency by
purchasing an offsetting forward contract with the same currency trader
obligating the fund to purchase, on the same maturity date, the same amount of
the foreign currency.

It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of the forward contract. Accordingly, it
may be necessary for a fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency the fund is obligated to deliver.

Debt Securities

The managers believe that common stocks and other equity and equity-equivalent
securities ordinarily offer the greatest potential for capital appreciation. The
funds may invest, however, in any security the managers believe has the
potential for capital appreciation. When the managers believe that the total
return potential of other securities equals or exceeds the potential return of
equity securities, each fund may invest up to 35% in such other securities. The
other securities the funds may invest in are bonds, notes and debt securities of
companies, and obligations of domestic or foreign governments and their
agencies. The funds will attempt to stay fully invested regardless of the
movement of stock and bond prices generally.

In the event of exceptional market or economic conditions, the funds may, as a
temporary defensive measure, invest all or a substantial portion of their assets
in cash or high-quality, short-term debt securities. To the extent a fund
assumes a defensive position, it will not be pursuing its objective of capital
growth. VP Global Growth will limit its purchase of debt securities to
investment-grade obligations. For long-term debt obligations, this includes
securities that are rated Baa or better by Moody's Investors Service, Inc. or
BBB or better by Standard & Poor's Corporation (S&P), or that are not rated but
are considered by the managers to be of equivalent quality. According to
Moody's, bonds rated Baa are medium-grade and possess some speculative
characteristics. A BBB rating by S&P indicates S&P's belief that a security
exhibits a satisfactory degree of safety and capacity for repayment, but is more
vulnerable to adverse economic conditions or changing circumstances than is the
case with higher-quality debt securities. See "An Explanation of Fixed Income
Securities Ratings," page 31.

www.americancentury.com American Century Investments 5

In addition to other factors that will affect its value, the value of a fund's
investments in fixed income securities will change as prevailing interest rates
change. In general, the prices of such securities vary inversely with interest
rates. As prevailing interest rates fall, the prices of bonds and other
securities that trade on a yield basis rise. When prevailing interest rates
rise, bond prices generally fall. These changes in value may, depending upon the
particular amount and type of fixed-income securities holdings of a fund, impact
the net asset value of that fund's shares.

Sovereign Debt Obligations (VP Global Growth Only)

The fund may purchase sovereign debt instruments issued or guaranteed by foreign
governments or their agencies, including debt of emerging market countries.
Sovereign debt may be in the form of conventional securities or other types of
debt instruments, such as loans or loan participations. Sovereign debt of
emerging market countries may involve a high degree of risk and may present a
risk of default or renegotiation or rescheduling of debt payments.

Convertible Debt Securities

A convertible debt security is a fixed-income security that offers the potential
for capital appreciation through a conversion feature that enables the holder to
convert the fixed-income security into a stated number of shares of common
stock. As fixed-income securities, convertible debt securities provide a stable
stream of income, with generally higher yields than common stocks. Convertible
debt securities offer the potential to benefit from increases in the market
price of the underlying common stock, however, they generally offer lower yields
than nonconvertible securities of similar quality. Of course, as with all
fixed-income securities, there can be no assurance of current income because the
issuers of the convertible debt securities may default on their obligations. In
addition, there can be no assurance of capital appreciation because the value of
the underlying common stock will fluctuate.

Convertible debt securities generally are subordinated to other similar but
nonconvertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock of the
same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar nonconvertible securities.

Unlike a convertible security that is a single security, a synthetic convertible
security is comprised of two distinct securities that together resemble
convertible securities in certain respects. Synthetic convertible securities are
created by combining nonconvertible bonds or preferred stocks with warrants or
stock call options. The options that will form elements of synthetic convertible
securities will be listed on a securities exchange or NASDAQ. The two components
of a synthetic convertible security, which will be issued with respect to the
same entity, generally are not offered as a unit, and may be purchased and sold
by the fund at different times. Synthetic convertible securities differ from
convertible securities in certain respects. Each component of a synthetic
convertible security has a separate market value and responds differently to
market fluctuations. Investing in a synthetic convertible security involves the
risk normally found in holding the securities comprising the synthetic
convertible security.

Equity Equivalents

In addition to investing in common stocks, the funds may invest in other equity
securities and equity equivalents, including securities that permit a fund to
receive an equity interest in an issuer, the opportunity to acquire an equity
interest in an issuer, or the opportunity to receive a return on its investment
that permits the fund to benefit from the growth over time in the equity of an
issuer. Examples of equity securities and equity equivalents include preferred
stock, convertible preferred stock and convertible debt securities.

6 American Century Investments 1-800-345-6488

VP Global Growth may make foreign investments either directly in foreign
securities or indirectly by purchasing depositary receipts, depositary shares
or similar instruments (DRs) for foreign securities. DRs are securities that are
listed on exchanges or quoted in over-the-counter markets in one country but
represent shares of issuers domiciled in another country. The fund also may
purchase securities of such issuers in foreign markets, either on foreign
securities exchanges, electronic trading networks or in over-the-counter
markets.

Short Sales

A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short.

In a short sale, the seller does not immediately deliver the securities sold and
is said to have a short position in those securities until delivery occurs. To
make delivery to the purchaser, the executing broker borrows the securities
being sold short on behalf of the seller. While the short position is
maintained, the seller collateralizes its obligation to deliver the securities
sold short in an amount equal to the proceeds of the short sale plus an
additional margin amount established by the Board of Governors of the Federal
Reserve. If a fund engages in a short sale, the collateral account will be
maintained by the fund's custodian. While the short sale is open, the fund will
maintain in a segregated custodial account an amount of securities convertible
into, or exchangeable for, such equivalent securities at no additional cost.
These securities would constitute the fund's long position.

A fund may make a short sale, as described above, when it wants to sell the
security it owns at a current attractive price, but also wishes to defer
recognition of gain or loss for federal income tax purposes. There will be
certain additional transaction costs associated with short sales, but the fund
will endeavor to offset these costs with income from the investment of the cash
proceeds of short sales.

Portfolio Lending

In order to realize additional income, a fund may lend its portfolio securities.
Such loans may not exceed one-third of the fund's total assets valued at market
except

* through the purchase of debt securities in accordance with its investment
objectives, policies and limitations, or

* by engaging in repurchase agreements with respect to portfolio securities.

Derivative Securities

To the extent permitted by its investment objectives and policies, each of the
funds may invest in securities that are commonly referred to as derivative
securities. Generally, a derivative is a financial arrangement, the value of
which is based on, or derived from, a traditional security, asset or market
index. Certain derivative securities are described more accurately as
index/structured securities. Index/structured securities are derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts), currencies, interest rates, indices or other financial
indicators (reference indices).

Some derivatives, such as mortgage-related and other asset-backed securities,
are in many respects like any other investment, although they may be more
volatile or less liquid than more traditional debt securities.

There are many different types of derivatives and many different ways to use
them. Futures and options are commonly used for traditional hedging purposes to
attempt to protect a fund from exposure to changing interest rates, securities
prices or currency exchange rates and for cash management purposes as a low-cost
method of gaining exposure to a particular securities market without investing
directly in those securities.

www.americancentury.com American Century Investments 7

No fund may invest in a derivative security unless the reference index or the
instrument to which it relates is an eligible investment for the fund. For
example, a security whose underlying value is linked to the price of oil would
not be a permissible investment because the funds may not invest in oil and gas
leases or futures.

The return on a derivative security may increase or decrease, depending upon
changes in the reference index or instrument to which it relates.

There are risks associated with derivative investments, including:

* the risk that the underlying security, interest rate, market index or other
financial asset will not move in the direction the fund managers anticipate;

* the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the exchange,
either of which may make it difficult or impossible to close out a position
when desired;

* the risk that adverse price movements in an instrument can result in a loss
substantially greater than a fund's initial investment; and

* the risk that the counterparty will fail to perform its obligations.

The Board of Directors has approved the advisor's policy regarding investments
in derivative securities. That policy specifies factors that must be considered
in connection with a purchase of derivative securities. The policy also
establishes a committee that must review certain proposed purchases before the
purchases can be made. The advisor will report on fund activity in derivative
securities to the Board of Directors as necessary. In addition, the Board will
review the advisor's policy for investments in the derivative securities
annually.

Investment in Companies with Limited Operating Histories

The funds may invest a portion of their assets in the securities of issuers with
limited operating histories. The fund managers consider an issuer to have a
limited operating history if that issuer has a record of less than three years
of continuous operation. The managers will consider periods of capital
formation, incubation, consolidations, and research and development in
determining whether a particular issuer has a record of three years of
continuous operation.

Investments in securities of issuers with limited operating histories may
involve greater risks than investments in securities of more mature issuers. By
their nature, such issuers present limited operating histories and financial
information upon which the managers may base their investment decision on behalf
of the funds. In addition, financial and other information regarding such
issuers, when available, may be incomplete or inaccurate.

Repurchase Agreements

Each fund may invest in repurchase agreements when they present an attractive
short-term return on cash that is not otherwise committed to the purchase of
securities pursuant to the investment policies of that fund.

A repurchase agreement occurs when, at the time a fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to purchase it on a specified
date in the future at an agreed-upon price. The repurchase price reflects an
agreed-upon interest rate during the time the fund's money is invested in the
security.

Because the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered a loan collateralized by
the security purchased. The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may incur costs in disposing of the collateral, which would reduce the
amount realized thereon. If the seller seeks relief under the

8 American Century Investments 1-800-345-6488

bankruptcy laws, the disposition of the collateral may be delayed or limited. To
the extent the value of the security decreases, the fund could experience a
loss.

The funds will limit repurchase agreement transactions to securities issued by
the U.S. government and its agencies and instrumentalities, and will enter into
such transactions with those banks and securities dealers who are deemed
creditworthy by the funds' advisor.

No fund will invest more than 15% of its assets in repurchase agreements
maturing in more than seven days and other illiquid securities.

Municipal Notes

Municipal notes are issued by state and local governments or government entities
to provide short-term capital or to meet cash flow needs.

Tax Anticipation Notes (TANs) are issued in anticipation of seasonal tax
revenues, such as ad valorem property, income, sales, use and business taxes,
and are payable from these future taxes. TANs usually are general obligations of
the issuer. General obligations are secured by the issuer's pledge of its full
faith and credit (i.e., taxing power) for the payment of principal and interest.

Revenue Anticipation Notes (RANs) are issued with the expectation that receipt
of future revenues, such as federal revenue sharing or state aid payments, will
be used to repay the notes. Typically, these notes also constitute general
obligations of the issuer.

Bond Anticipation Notes (BANs) are issued to provide interim financing until
long-term financing can be arranged. In most cases, the long-term bonds provide
the money for repayment of the notes.

Municipal Bonds

Municipal bonds, which generally have maturities of more than one year when
issued, are designed to meet longer-term capital needs. These securities have
two principal classifications: General Obligation bonds and Revenue bonds.

General Obligation (GO) bonds are issued by states, counties, cities, towns and
regional districts to fund a variety of public projects, including construction
of and improvements to schools, highways, and water and sewer systems. GO bonds
are backed by the issuer's full faith and credit based on its ability to levy
taxes for the timely payment of interest and repayment of principal, although
such levies may be constitutionally or statutorily limited as to rate or amount.

Revenue bonds are not backed by an issuer's taxing authority; rather, interest
and principal are secured by the net revenues from a project or facility.
Revenue bonds are issued to finance a variety of capital projects, including
construction or refurbishment of utility and waste disposal systems, highways,
bridges, tunnels, air and sea port facilities, schools and hospitals. Many
revenue bond issuers provide additional security in the form of a debt-service
reserve fund that may be used to make payments of interest and repayments of
principal on the issuer's obligations. Some revenue bond financings are further
protected by a state's assurance (without obligation) that it will make up
deficiencies in the debt-service reserve fund.

Industrial Development Bonds (IDBs), a type of Revenue bond, are issued by or on
behalf of public authorities to finance privately operated facilities. These
bonds are used to finance business, manufacturing, housing, athletic and
pollution control projects, as well as public facilities such as mass transit
systems, air and sea port facilities and parking garages. Payment of interest
and repayment of principal on an IDB depend solely on the ability of the
facility's user to meet financial obligations, and on the pledge, if any, of the
real or personal property financed. The interest earned on IDBs may be subject
to the federal alternative minimum tax.

www.americancentury.com American Century Investments 9

Variable- and Floating-Rate Obligations

Variable- and floating-rate demand obligations (VRDOs and FRDOs) carry rights
that permit holders to demand payment of the unpaid principal plus accrued
interest, from the issuers or from financial intermediaries. Floating-rate
securities, or floaters, have interest rates that change whenever there is a
change in a designated base rate; variable-rate instruments provide for a
specified, periodic adjustment in the interest rate, which typically is based on
an index. These rate formulas are designed to result in a market value for the
VRDO or FRDO that approximates par value.

Obligations with Term Puts Attached

Fixed-rate bonds subject to third-party puts and participation interests in such
bonds held by a bank in trust or otherwise have tender options or demand
features that permit the funds to tender (or put) their bonds to an institution
at periodic intervals and to receive the principal amount thereof.

The fund managers expect that the funds will pay more for securities with puts
attached than for securities without these liquidity features. The fund managers
may buy securities with puts attached to keep a fund fully invested in municipal
securities while maintaining sufficient portfolio liquidity to meet redemption
requests or to facilitate management of the funds' investments.

To ensure that the interest on municipal securities subject to puts is
tax-exempt to the funds, the fund managers limit the funds' use of puts in
accordance with applicable interpretations and rulings of the Internal Revenue
Service (IRS).

Because it is difficult to evaluate the likelihood of exercise or the potential
benefit of a put, puts normally will be determined to have a value of zero,
regardless of whether any direct or indirect consideration is paid. Accordingly,
puts as separate securities are not expected to affect the funds' weighted
average maturities. When a fund has paid for a put, the cost will be reflected
as unrealized depreciation on the underlying security for the period the put is
held. Any gain on the sale of the underlying security will be reduced by the
cost of the put.

There is a risk that the seller of a put will not be able to repurchase the
underlying obligation when (or if) a fund attempts to exercise the put. To
minimize such risks, the funds will purchase obligations with puts attached only
from sellers deemed creditworthy by the fund managers under the direction of the
Board of Directors.

Tender Option Bonds

Tender Option Bonds (TOBs) were created to increase the supply of high-quality,
short-term tax-exempt obligations, and thus they are of particular interest to
money market funds. However, any of the funds may purchase these instruments.

TOBs are created by municipal bond dealers who purchase long-term tax-exempt
bonds in the secondary market, place the certificates in trusts, and sell
interests in the trusts with puts or other liquidity guarantees attached. The
credit quality of the resulting synthetic short-term instrument is based on the
guarantor's short-term rating and the underlying bond's long-term rating.

There is some risk that a remarketing agent will renege on a tender option
agreement if the underlying bond is downgraded or defaults. Because of this, the
fund managers monitor the credit quality of bonds underlying the funds' TOB
holdings and intend to sell or put back any TOB if the rating on its underlying
bond falls below the second-highest rating category designated by a rating
agency.

The fund managers also take steps to minimize the risk that the fund may realize
taxable income as a result of holding TOBs. These steps may include
consideration of (a) legal opinions relating to the tax-exempt status of the
underlying municipal bonds, (b) legal

10 American Century Investments 1-800-345-6488

opinions relating to the tax ownership of the underlying bonds, and (c) other
elements of the structure that could result in taxable income or other adverse
tax consequences. After purchase, the fund managers monitor factors related to
the tax-exempt status of the fund's TOB holdings in order to minimize the risk
of generating taxable income.

When-Issued and Forward Commitment Agreements

The funds may sometimes purchase new issues of securities on a when-issued or
forward commitment basis in which the transaction price and yield are each fixed
at the time the commitment is made, but payment and delivery occur at a future
date (typically 15 to 45 days later).

When purchasing securities on a when-issued or forward commitment basis, a fund
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations. Market rates of interest on debt securities at the time of
delivery may be higher or lower than those contracted for on the when-issued
security. Accordingly, the value of that security may decline prior to delivery,
which could result in a loss to the fund. While the fund will make commitments
to purchase or sell securities with the intention of actually receiving or
delivering them, it may sell the securities before the settlement date if doing
so is deemed advisable as a matter of investment strategy.

In purchasing securities on a when-issued or forward commitment basis, a fund
will establish and maintain a segregated account consisting of cash, cash
equivalents or other appropriate liquid securities until the settlement date in
an amount sufficient to meet the purchase price. When the time comes to pay for
the when-issued securities, a fund will meet its obligations with available
cash, through the sale of securities, or, although it would not normally expect
to do so, by selling the when-issued securities themselves (which may have a
market value greater or less than the fund's payment obligation). Selling
securities to meet when-issued or forward commitment obligations may generate
taxable capital gains or losses.

Inverse Floaters

An inverse floater is a type of derivative security that bears an interest rate
that moves inversely to market interest rates. As market interest rates rise,
the interest rate on inverse floaters goes down, and vice versa. Generally, this
is accomplished by expressing the interest rate on the inverse floater as an
above-market fixed rate of interest, reduced by an amount determined by
reference to a market-based or bond-specific floating interest rate (as well as
by any fees associated with administering the inverse floater program).

Inverse floaters may be issued in conjunction with an equal amount of Dutch
Auction floating-rate bonds (floaters), or a market-based index may be used to
set the interest rate on these securities. A Dutch Auction is an auction system
in which the price of the security is gradually lowered until it meets a
responsive bid and is sold. Floaters and inverse floaters may be brought to
market by (1) a broker-dealer who purchases fixed-rate bonds and places them in
a trust, or (2) by an issuer seeking to reduce interest expenses by using a
floater/inverse floater structure in lieu of fixed-rate bonds.

In the case of a broker-dealer structured offering (where underlying fixed-rate
bonds have been placed in a trust), distributions from the underlying bonds are
allocated to floater and inverse floater holders in the following manner:

(i) Floater holders receive interest based on rates set at a six-month interval
or at a Dutch Auction, which typically is held every 28 to 35 days. Current
and prospective floater holders bid the minimum interest rate that they are
willing to accept on the floaters, and the interest rate is set just high
enough to ensure that all of the floaters are sold.

(ii) Inverse floater holders receive all of the interest that remains on the
underlying bonds after floater interest and auction fees are paid.

www.americancentury.com American Century Investments 11

Procedures for determining the interest payment on floaters and inverse floaters
brought to market directly by the issuer are comparable, although the interest
paid on the inverse floaters is based on a presumed coupon rate that would have
been required to bring fixed-rate bonds to market at the time the floaters and
inverse floaters were issued.

Where inverse floaters are issued in conjunction with floaters, inverse floater
holders may be given the right to acquire the underlying security (or to create
a fixed-rate bond) by calling an equal amount of corresponding floaters. The
underlying security may then be held or sold. However, typically, there are time
constraints and other limitations associated with any right to combine interests
and claim the underlying security.

Floater holders subject to a Dutch Auction procedure generally do not have the
right to put back their interests to the issuer or to a third party. If a Dutch
Auction fails, the floater holder may be required to hold its position until the
underlying bond matures, during which time interest on the floater is capped at
a predetermined rate.

The secondary market for floaters and inverse floaters may be limited. The
market value of inverse floaters tends to be significantly more volatile than
fixed-rate bonds. The interest rates on inverse floaters may be significantly
reduced, even to zero, if interest rates rise.

Short-Term Securities

In order to meet anticipated redemptions, to hold pending the purchase of
additional securities for a fund's portfolio, or, in some cases, for temporary
defensive purposes, the funds may invest a portion of their assets in money
market and other short-term securities.

Examples of those securities include:

* Securities issued or guaranteed by the U.S. government and its agencies and
instrumentalities;

* Commercial Paper;

* Certificates of Deposit and Euro Dollar Certificates of Deposit;

* Bankers' Acceptances;

* Short-term notes, bonds, debentures or other debt instruments; and

* Repurchase agreements.

In addition, each fund may invest part of its assets in other investment
companies, including money market funds. Under the Investment Company Act, a
fund's investment in such securities, subject to certain exceptions, currently
is limited to (a) 3% of the total voting stock of any one investment company;
(b) 5% of the fund's total assets with respect to any one investment company;
and (c) 10% of a fund's total assets in the aggregate. Any investments in money
market funds must be consistent with the investment policies and restrictions of
the fund making the investment.

Other Investment Companies

Each of the funds may invest up to 10% of its total assets in other mutual
funds, including those managed by the advisor, provided that the investment is
consistent with the fund's investment policies and restrictions. Under the
Investment Company Act, a fund's investment in such securities, subject to
certain exceptions, currently is limited to

(a) 3% of the total voting stock of any one investment company;

(b) 5% of the fund's total assets with respect to any one investment company;
and

12 American Century Investments 1-800-345-6488

Such purchases will be made in the open market where no commission or profit to
a sponsor or dealer results from the purchase other than the customary brokers'
commissions. As a shareholder of another investment company, a fund would bear,
along with other shareholders, its pro rata portion of the other investment
company's expenses, including advisory fees. These expenses would be in addition
to the management fee that each fund bears directly in connection with its own
operations.

VP Global Growth is considering investing in India through a Republic of
Mauritius company to take advantage of the favorable tax treaty between the
countries. There can be no assurance such an investment structure would be
effective. As noted in the paragraph above, the fund may invest in the
securities of other investment companies. A Mauritius holding company will not
be considered an investment company for this purpose.

Futures and Options

Each fund may enter into futures contracts, options or options on futures
contracts. Generally, futures transactions will be used to:

* protect against a decline in market value of the fund's securities (taking a
short futures position); or

* protect against the risk of an increase in market value for securities in
which the fund generally invests at a time when the fund is not fully
invested (taking a long futures position); or

* provide a temporary substitute for the purchase of an individual security
that may not be purchased in an orderly fashion.

Some futures and options strategies, such as selling futures, buying puts and
writing calls, hedge a fund's investments against price fluctuations. Other
strategies, such as buying futures, writing puts and buying calls, tend to
increase market exposure.

Although other techniques may be used to control a fund's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While a fund pays brokerage commissions in connection
with opening and closing out futures positions, these costs are lower than the
transaction costs incurred in the purchase and sale of the underlying
securities.

For example, the sale of a future by a fund means the fund becomes obligated to
deliver the security (or securities, in the case of an index future) at a
specified price on a specified date. The purchase of a future means the fund
becomes obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another party of a specific security at a specified future time and price.
The fund managers may engage in futures and options transactions based on
securities indices that are consistent with the fund's investment objective.
Examples of indices that may be used include the Bond Buyer Index of Municipal
Bonds, for fixed-income funds, or the S&P 500 Index, for equity funds. The
managers also may engage in futures and options transactions based on specific
securities, such as U.S. Treasury bonds or notes. Futures contracts are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a
U.S. government agency.

Index futures contracts differ from traditional futures contracts in that when
delivery takes place, no stocks or bonds change hands. Instead, these contracts
settle in cash at the spot market value of the index. Although other types of
futures contracts by their terms call for actual delivery or acceptance of the
underlying securities, in most cases, the contracts are closed out before the
settlement date. A futures position may be closed by taking an opposite position
in an identical contract (i.e., buying a contract that has previously been sold
or selling a contract that has previously been bought).

www.americancentury.com American Century Investments 13

Unlike when the fund purchases or sells a bond, no price is paid or received by
the fund upon the purchase or sale of the future. Initially, the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount. This amount is known as initial margin. The
margin deposit is intended to ensure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior to the
specified delivery date. A margin deposit does not constitute a margin
transaction for purposes of the fund's investment restrictions. Minimum initial
margin requirements are established by the futures exchanges and may be revised.
In addition, brokers may establish margin deposit requirements that are higher
than the exchange minimums. Cash held in the margin account generally is not
income-producing. Subsequent payments to and from the broker, called variation
margin, will be made on a daily basis as the price of the underlying debt
securities or index fluctuates, making the future more or less valuable, a
process known as marking the contract to market. Changes in variation margin are
recorded by the fund as unrealized gains or losses. At any time prior to
expiration of the future, the fund may elect to close the position by taking an
opposite position that will operate to terminate its position in the future. A
final determination of variation margin is then made; additional cash is
required to be paid by or released to the fund and the fund realizes a loss or
gain.

Risks Related to Futures and Options Transactions

Futures and options prices can be volatile, and trading in these markets
involves certain risks. If the fund managers apply a hedge at an inappropriate
time or judge interest rate or equity market trends incorrectly, futures and
options strategies may lower a fund's return.

A fund could suffer losses if it is unable to close out its position because of
an illiquid secondary market. Futures contracts may be closed out only on an
exchange that provides a secondary market for these contracts, and there is no
assurance that a liquid secondary market will exist for any particular futures
contract at any particular time. Consequently, it may not be possible to close a
futures position when the fund managers consider it appropriate or desirable to
do so. In the event of adverse price movements, a fund would be required to
continue making daily cash payments to maintain its required margin. If the fund
had insufficient cash, it might have to sell portfolio securities to meet daily
margin requirements at a time when the fund managers would not otherwise elect
to do so. In addition, a fund may be required to deliver or take delivery of
instruments underlying futures contracts it holds. The fund managers will seek
to minimize these risks by limiting the contracts entered into on behalf of the
funds to those traded on national futures exchanges and for which there appears
to be a liquid secondary market.

A fund could suffer losses if the prices of its futures and options positions
were poorly correlated with its other investments, or if securities underlying
futures contracts purchased by a fund had different maturities than those of the
portfolio securities being hedged. Such imperfect correlation may give rise to
circumstances in which a fund loses money on a futures contract at the same time
that it experiences a decline in the value of its hedged portfolio securities. A
fund also could lose margin payments it has deposited with a margin broker, if,
for example, the broker became bankrupt.

Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of the trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond the limit. However, the daily limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses. In addition, the daily limit may prevent liquidation
of unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

14 American Century Investments 1-800-345-6488

Options on Futures

By purchasing an option on a futures contract, a fund obtains the right, but not
the obligation, to sell the futures contract (a put option) or to buy the
contract (a call option) at a fixed strike price. A fund can terminate its
position in a put option by allowing it to expire or by exercising the option.
If the option is exercised, the fund completes the sale of the underlying
security at the strike price. Purchasing an option on a futures contract does
not require a fund to make margin payments unless the option is exercised.

Although they do not currently intend to do so, the funds may write (or sell)
call options that obligate them to sell (or deliver) the option's underlying
instrument upon exercise of the option. While the receipt of option premiums
would mitigate the effects of price declines, the funds would give up some
ability to participate in a price increase on the underlying security. If a fund
were to engage in options transactions, it would own the futures contract at the
time a call were written and would keep the contract open until the obligation
to deliver it pursuant to the call expired.

Restrictions on the Use of Futures Contracts and Options

Each fund may enter into futures contracts, options or options on futures
contracts.

Under the Commodity Exchange Act, a fund may enter into futures and options
transactions (a) for hedging purposes without regard to the percentage of assets
committed to initial margin and option premiums or (b) for purposes other than
hedging, provided that assets committed to initial margin and option premiums
do not exceed 5% of the fund's total assets. To the extent required by law, each
fund will segregate cash or securities on its records in an amount sufficient
to cover its obligations under the futures contracts and options.

Restricted and Illiquid Securities

The funds may, from time to time, purchase restricted or illiquid securities,
including Rule 144A securities, when they present attractive investment
opportunities that otherwise meet the funds' criteria for selection. Rule 144A
securities are securities that are privately placed with and traded among
qualified institutional investors rather than the general public. Although Rule
144A securities are considered restricted securities, they are not necessarily
illiquid.

With respect to securities eligible for resale under Rule 144A, the staff of the
Securities and Exchange Commission (SEC) has taken the position that the
liquidity of such securities in the portfolio of a fund offering redeemable
securities is a question of fact for the Board of Directors to determine, such
determination to be based upon a consideration of the readily available trading
markets and the review of any contractual restrictions. Accordingly, the Board
of Directors is responsible for developing and establishing the guidelines and
procedures for determining the liquidity of Rule 144A securities. As allowed by
Rule 144A, the Board of Directors of the funds has delegated the day-to-day
function of determining the liquidity of Rule 144A securities to the fund
managers. The Board retains the responsibility to monitor the implementation of
the guidelines and procedures it has adopted.

Because the secondary market for such securities is limited to certain qualified
institutional investors, the liquidity of such securities may be limited
accordingly and a fund may, from time to time, hold a Rule 144A or other
security that is illiquid. In such an event, the fund managers will consider
appropriate remedies to minimize the effect on such fund's liquidity.

www.americancentury.com American Century Investments 15

INVESTMENT POLICIES

Unless otherwise indicated, with the exception of the percentage limitations on
borrowing, the restrictions described below apply at the time a fund enters into
a transaction. Accordingly, any later increase or decrease beyond the specified
limitation resulting from a change in a fund's net assets will not be considered
in determining whether it has complied with its investment restrictions.

Fundamental Investment Policies

The funds' fundamental investment restrictions are set forth below. These
investment restrictions may not be changed without approval of a majority of the
outstanding votes of shareholders of a fund, as determined in accordance with
the Investment Company Act.

Subject Policy
--------------------------------------------------------------------------------
Senior A fund may not issue senior securities, except as permitted
Securities under the Investment Company Act.

Borrowing A fund may not borrow money, except for temporary or emergency
purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the fund's total assets.

Lending A fund may 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.

Real Estate A fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments. This
policy shall not prevent a fund from investing 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.

Concentration A fund may 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).

Underwriting A fund may 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.

Commodities A fund may 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.

Control A fund may not invest for purposes of exercising control over
management.
--------------------------------------------------------------------------------

For purposes of the investment restrictions relating to lending and borrowing,
the funds have received an exemptive order from the SEC regarding interfund
lending. Under the terms of the exemptive order, the funds may borrow money from
or lend money to other funds, advised by ACIM, that permit such transactions.
All such transactions will be subject to the limits set above for borrowing and
lending. The funds will borrow money through the program only when the costs are
equal to or lower than the cost of short-term bank loans. Interfund loans and
borrowings normally extend only overnight, but can have a maximum duration of
seven days. The funds will lend through the program only when the returns are
higher than those available from other short-term instruments (such as
repurchase agreements). The funds may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or
additional borrowing costs.

For purposes of the investment restriction relating to concentration, a fund
shall not purchase any securities that would cause 25% or more of the value of
the fund's total

16 American Century Investments 1-800-345-6488

assets at the time of purchase to be invested in the securities of one or more
issuers conducting their principal business activities in the same industry,
provided that (a) there is no limitation with respect to obligations issued or
guaranteed by the U.S. government, any state, territory or possession of the
United States, the District of Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions and repurchase agreements secured by
such instruments, (b) wholly owned finance companies will be considered to be in
the industries of their parents if their activities are primarily related to
financing the activities of the parents, (c) utilities will be divided according
to their services, for example, gas, gas transmission, electric and gas,
electric and telephone will each be considered a separate industry, and (d)
personal credit and business credit businesses will be considered separate
industries.

Nonfundamental Investment Policies

In addition, the funds are subject to the following investment restrictions that
are not fundamental and may be changed by the Board of Directors.

Subject Policy
------------------------------------------------------------------------------------
Leveraging A fund may not purchase additional investment securities at any
time during which outstanding borrowings exceed 5% of the total
assets of the fund.

Liquidity A 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 illiquid securities. Illiquid securities include
repurchase agreements not entitling the holder to payment of
principal and interest within seven days, and securities that
are illiquid by virtue of legal or contractual restrictions on
resale or the absence of a readily available market.

Short Sales A fund may 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.

Margin A fund may not purchase securities on margin, except to 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.

Futures and A fund may enter into futures contracts and write and buy put
Options and call options relating to futures contracts. A fund may not,
however, enter into leveraged futures transactions if it would
be possible for the fund to lose more money than it invested.

Issuers with A fund may invest up to 10% of its assets in the securities of
Limited issuers with limited operating histories. An issuer is considered
Operating to have a limited operating history if that issuer has a record of
Histories less than three years of continuous operation. Periods of capital
formation, incubation, consolidations, and research and
development may be considered in determining whether a particular
issuer has a record of three years of continuous operation.
------------------------------------------------------------------------------------

The Investment Company Act imposes certain additional restrictions upon
acquisition by the funds of securities issued by insurance companies,
broker-dealers, underwriters or investment advisors, and upon transactions with
affiliated persons as therein defined. It also defines and forbids the creation
of cross and circular ownership. Neither the SEC nor any other agency of the
federal or state government participates in or supervises the management of the
funds or their investment practices or policies.

PORTFOLIO TURNOVER

The portfolio turnover rates of the funds are shown in the Financial Highlights
tables in the Prospectuses.

www.americancentury.com American Century Investments 17

S&P 500 INDEX

The VP Equity Index fund seeks to achieve a 95% or better correlation between
its total return and the total return of the S&P 500 Index. Correlation is
measured by comparing the fund's monthly total returns to those of the S&P 500
over the most recent 36-month period.

The fund is not sponsored, endorsed, sold or promoted by Standard & Poor's (S&P),
a division of The McGraw-Hill Companies, Inc. S&P makes no representation or
warranty, express or implied, to the owners of the fund or any member of the
public regarding the advisability of investing in securities generally or in the
fund particularly or the ability of the S&P 500 Index to track general stock
market performance. S&P's only relationship to American Century is the licensing
of certain trademarks and trade names of S&P and of the S&P 500 Index which is
determined, composed and calculated by S&P without regard to the fund. S&P has
no obligation to take the needs of American Century or the owners of the fund
into consideration in determining, composing or calculating the S&P 500 the S&P
500 Index. S&P is not responsible for and has not participated in the
determination of the prices and amount of the fund or the timing of the issuance
or sale of the fund or in the determination or calculation of the equation by
which the fund is to be converted into cash. S&P has no obligation or liability
in connection with the administration, marketing or trading of the fund.

S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index
or any data it includes and S&P shall have no liability for any errors,
omissions, or interruptions therein. S&P makes no warranty, express or implied,
as to the results to be obtained by the fund, owners of the fund, or any other
person or entity from the use of the S&P 500 Index or any data included
therein. S&P makes no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the S&P 500 Index or any data included therein. Without limiting any
of the foregoing, in no event shall S&P have any liability for any special,
punitive, indirect or consequential damages (including lost profits), even if
notified of the possibility of such damages.

In the future, the fund may select a different index if such a standard of
comparison is deemed to be more representative of the performance of the
securities the fund seeks to match.

Other Funds

With respect to each other fund, the managers will purchase and sell securities
without regard to the length of time the security has been held. Accordingly,
each fund's rate of portfolio turnover may be substantial.

The fund managers intend to purchase a given security whenever they believe it
will contribute to the stated objective of the fund. In order to achieve each
fund's investment objective, the managers may sell a given security, no matter
how long or how short a period it has been held in the portfolio, and no matter
whether the sale is at a gain or at a loss, if the managers believe that the
security is not fulfilling its purpose because, among other things: it did not
live up to the managers' expectations; it may be replaced with another security
holding greater promise; it has reached its optimum potential; there was a
change in the circumstances of a particular company, industry or general
economic conditions; or some combination of such reasons.

When a general decline in security prices is anticipated, the equity funds may
decrease or eliminate entirely their equity positions and increase their cash
positions, and when a rise in price levels is anticipated, the equity funds may
increase their equity positions and decrease their cash positions. However, it
should be expected that the funds will, under most circumstances, be essentially
fully invested in equity securities.

Because investment decisions are based on the anticipated contribution of the
security in question to a fund's objectives, the managers believe that the rate
of portfolio turnover is

18 American Century Investments 1-800-345-6488

irrelevant when they believe a change is in order to achieve the objective. As a
result, a fund's annual portfolio turnover rate cannot be anticipated and may be
higher than that of other mutual funds with similar investment objectives.
Higher turnover would generate correspondingly greater brokerage commissions,
which is a cost the funds pay directly. Portfolio turnover also may affect the
character of capital gains realized and distributed by the fund, if any, because
short-term capital gains are taxable as ordinary income. This disclosure
regarding portfolio turnover is a statement of fundamental policy and may be
changed only by a vote of the shareholders.

Because the managers do not take portfolio turnover rate into account in making
investment decisions, (1) the managers have no intention of accomplishing any
particular rate of portfolio turnover, whether high or low, and (2) the
portfolio turnover rates in the past should not be considered as representative
of the rates that will be attained in the future.

MANAGEMENT

THE BOARD OF DIRECTORS

The Board of Directors oversees the management of the funds and meets at least
quarterly to review reports about fund operations. Although the Board of
Directors does not manage the funds, it has hired the advisor to do so.
Two-thirds of the directors are independent of the funds' advisor; that is, they
are not employed by and have no financial interest in the advisor.

The individuals listed in the following table whose names are marked by an
asterisk (*) are interested persons of the funds (as defined in the Investment
Company Act) by virtue of, among other considerations, their affiliation with
either the funds; the advisor, American Century Investment Management, Inc.
(ACIM); the funds' agent for transfer and administrative services, American
Century Services Corporation (ACSC); the parent corporation, American Century
Companies, Inc. (ACC) or ACC's subsidiaries (including ACIM and ACSC); the
funds' distribution agent, American Century Investment Services, Inc. (ACIS); or
other funds advised by the advisor. Each director listed below serves as a
director of six registered investment companies in the American Century family
of funds, which are also advised by the advisor.

Name (Age) Position(s) Held Principal Occupation(s)
Address With Funds During Past Five Years
-----------------------------------------------------------------------------------------------------
James E. Stowers, Jr.* (76) Director, Chairman, Director and controlling shareholder, ACC
4500 Main Street Chairman of Chairman , ACIM, ACSC and seven other ACC subsidiaries
Kansas City, MO 64111 the Board Director, ACIM, ACSC and 11 other ACC subsidiaries(1)

James E. Stowers III* (41) Director Co-Chairman and Director, ACC
4500 Main Street Chief Executive Officer, ACIM, ACSC
Kansas City, MO 64111 and seven other ACC subsidiaries
Director, ACIM, ACSC and 12 other
ACC subsidiaries(2)

Thomas A. Brown (60) Director Director of Plains States Development,
4500 Main Street Applied Industrial Technologies, Inc.,
Kansas City, MO 64111 a corporation engaged in the sale of
bearings and power transmission products

Robert W. Doering, M.D. (67) Director Retired, formerly a general surgeon
4500 Main Street
Kansas City, MO 64111

Andrea C. Hall, Ph.D. (55) Director Senior Vice President and Director,
4500 Main Street Midwest Research Institute
Kansas City, MO 64111
-----------------------------------------------------------------------------------------------------

www.americancentury.com American Century Investments 19

Name (Age) Position(s) Held Principal Occupation(s)
Address With Funds During Past Five Years
-----------------------------------------------------------------------------------------------------
D.D. (Del) Hock (65) Director Retired, formerly Chairman, Public
4500 Main Street Service Company of Colorado
Kansas City, MO 64111 Director, Service Tech, Inc., Hathaway
Corporation and J.D. Edwards & Company

Donald H. Pratt (62) Director, Chairman of the Board and Director,
4500 Main Street Vice Chairman Butler Manufacturing Company,
Kansas City, MO 64111 of the Board Director, Atlas-Copco North America Inc.

Gale E. Sayers (57) Director President, Chief Executive Officer and Founder,
4500 Main Street Sayers Computer Source
Kansas City, MO 64111

M. Jeannine Strandjord (54) Director Senior Vice President, Long Distance
4500 Main Street Finance, Sprint Corporation
Kansas City, MO 64111 Director, DST Systems, Inc.
-----------------------------------------------------------------------------------------------------

(1) Father of James E. Stowers III

(2) Son of James E. Stowers, Jr.

COMMITTEES

The Board has four standing committees to oversee specific functions of the
funds' operations. Information about these committees appears in the table
below. The director first named serves as chairman of the committee.

Committee Members Function of Committee
-----------------------------------------------------------------------------------------------------
Executive James E. Stowers, Jr. The Executive Committee performs the functions of
James E. Stowers III the Board of Directors between Board meetings, subject
Donald H. Pratt to the limitations on its power set out in the Maryland
General Corporation Law, and except for matters required
by the Investment Company Act to be acted upon by the
whole Board.

Compliance Thomas A. Brown The Compliance Committee reviews the results of the
Donald H. Pratt funds' compliance testing program, reviews quarterly
Andrea C. Hall, Ph.D. reports from the advisor to the Board regarding various
compliance matters, and monitors the implementation of
the funds' Code of Ethics, including any violations thereof.

Audit M. Jeannine Strandjord The Audit Committee recommends the engagement of
Robert W. Doering, M.D. the funds' independent auditors and oversees its activities.
D.D. (Del) Hock The Committee receives reports from the advisor's
Internal Audit Department, which is accountable to the
Committee. The Committee also receives reporting about
compliance matters affecting the funds.

Nominating Donald H. Pratt The Nominating Committee primarily considers and
D.D. (Del) Hock recommends individuals for nomination as directors. The
Andrea C. Hall, Ph.D. names of potential director candidates are drawn from a
number of sources, including recommendations from
Board members, management and shareholders. This
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.
-----------------------------------------------------------------------------------------------------

20 American Century Investments 1-800-345-6488

Compensation of Directors

The directors also serve as directors for five American Century investment
companies other than the corporation. Each director who is not an interested
person as defined in the Investment Company Act receives compensation for
service as a member of the Board of all six such companies based on a schedule
that takes into account the number of meetings attended and the assets of the
funds for which the meetings are held. These fees and expenses are divided among
the six investment companies based, in part, upon their relative net assets.
Under the terms of the management agreement with the advisor, the funds are
responsible for paying such fees and expenses.

The following table presented shows the aggregate compensation paid by the
corporation for the periods indicated and by the six investment companies served
by the board to each director who is not an interested person as defined in the
Investment Company Act.

AGGREGATE DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 1999
---------------------------------------------------------------------------------------
Total Compensation Total Compensation from the
Name of Director from the Funds(1) American Century Family of Funds(2)
---------------------------------------------------------------------------------------
Thomas A. Brown N/A $57,000
Robert W. Doering, M.D. N/A $55,250
Andrea C. Hall, Ph.D. N/A $55,750
D.D. (Del) Hock N/A $55,500
Donald H. Pratt N/A $58,250
Lloyd T. Silver, Jr. (3) N/A $56,500
M. Jeannine Strandjord N/A $57,500
---------------------------------------------------------------------------------------

(1) Includes compensation paid to the directors during the fiscal year ended
December 31, 1999, and also 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, $345;
Dr. Hall, $691; Mr. Hock, $1,382; Mr. Pratt, $475; Mr. Silver, $829 and Ms.
Strandjord, $1,295.

(2) Includes compensation paid by the six investment company members of the
American Century family of funds served by this Board.

(3) Mr. Silver retired from the Board on March 4, 2000.

The funds have adopted the Amended and Restated American Century Deferred
Compensation Plan for Non-Interested Directors. Under the plan, the independent
directors may defer receipt of all or any part of the fees to be paid to them
for serving as directors of the funds.

All deferred fees are credited to an account established in the name of the
directors. The amounts credited to the account then increase or decrease, as the
case may be, in accordance with the performance of one or more of the American
Century funds that are selected by the 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 mutual funds from time to time.

No deferred fees are payable until such time as a director resigns, retires or
otherwise ceases to be a member of the Board of Directors. Directors may receive
deferred fee account balances either in a lump sum payment or in substantially
equal installment payments to be made over a period not to exceed 10 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 funds have no obligation to
segregate assets to secure or fund the deferred fees. To date, the funds have
voluntarily funded their obligations. The rights of directors to receive their
deferred fee account balances are the

www.americancentury.com American Century Investments 21

same as the rights of a general unsecured creditor of the funds. 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.

No deferred fees were paid to any director under the plan during the fiscal year
ended December 31, 1999.

OFFICERS

Background information about the officers of the funds is provided in the
following table. All persons named as officers of the funds also serve in
similar capacities for the 12 other investment companies advised by ACIM. Not
all officers of the funds are listed; only those officers with policy-making
functions for the funds are listed. No officer is compensated for his or her
service as an officer of the funds. The individuals listed in the table are
interested persons of the funds (as defined in the Investment Company Act) by
virtue of, among other considerations, their affiliation with either the funds,
ACC, ACC's subsidiaries (including ACIM and ACSC), or the funds' distributor, as
specified in the following table.

Positions
Name (Age) Held with Principal Occupation(s)
Address the Funds During Past Five Years
--------------------------------------------------------------------------------
William M. Lyons (44) President President, ACC (June 1997 to present)
4500 Main St. Chief Operating Officer, ACC
Kansas City, MO 64111 (June 1995 to present)
General Counsel, ACC, ACIM, ACIS,
ACSC and other ACC subsidiaries
(June 1989 to June 1998)
Executive Vice President, ACC,
(January 1995 to June 1997)
Also serves as: Executive Vice President
and Chief Operating Officer, ACIM, ACIS,
ACSC and other ACC subsidiaries, and
Executive Vice President of other ACC
subsidiaries

Robert T. Jackson (54) Executive Vice Chief Administrative Officer and Chief Financial
4500 Main St. President and Officer, ACC (August 1997 to present)
Kansas City, MO 64111 Chief Financial President, ACSC (January 1999 to present)
Officer Executive Vice President, ACC
(May 1995 to present)
Also serves as: Executive Vice President,
ACIM, ACIS and other ACC subsidiaries, and
Treasurer of ACC and other ACC subsidiaries

Maryanne Roepke, CPA (44) Senior Vice Senior Vice President and Assistant
4500 Main St. President, Treasurer, ACSC
Kansas City, MO 64111 Treasurer
And Chief
Accounting
Officer

David C. Tucker (42) Senior Vice Senior Vice President, ACIM, ACIS,
4500 Main St. President and ACSC and other ACC subsidiaries
Kansas City, MO 64111 General Counsel (June 1998 to present)
General Counsel, ACC, ACIM, ACIS,
ACSC and other ACC subsidiaries
(June 1998 to present)
Consultant to mutual fund industry
(May 1997 to April 1998)
Vice President and General Counsel,
Janus Companies (1990 to 1997)
--------------------------------------------------------------------------------

22 American Century Investments 1-800-345-6488

Positions
Name (Age) Held with Principal Occupation(s)
Address the Funds During Past Five Years
---------------------------------------------------------------------------------------------
Charles A. Etherington (42) Vice President Vice President (October 1996 to present)
4500 Main St. and Associate General Counsel
Kansas City, MO 64111 (December 1998 to present), ACSC
Counsel to ACSC
(February 1994 to December 1998)

Charles C. S. Park (32) Vice President Vice President (February 2000 to present)
1665 Charleston Road and Assistant General Counsel
Mountain View, CA 94043 (January 1998 to present),
ACSC Counsel to ACSC
(October 1995 to January 1998)

David H. Reinmiller (36) Vice President Vice President (February 2000 to present)
4500 Main Street and Assistant General Counsel
Kansas City, MO 64111 (August 1996 to present),
ACSC Counsel to ACSC
(January 1994 to August 1996)

Paul Carrigan Jr. (51) Secretary Secretary, ACC (February 1998 to present)
4500 Main St. Director of Legal Operations, ACSC
Kansas City, MO 64111 (February 1996 to present)
Board Communications Manager
(April 1994 to January 1996)

C. Jean Wade (36) Controller Vice President and Controller-Fund Accounting,
4500 Main St. ACSC (February 2000 to present)
Kansas City, MO 64111

Jon Zindel (33) Tax Officer Vice President of Taxation, ACSC
4500 Main Street (1996 to present)
Kansas City, MO 64111 Vice President, ACIM, ACIS and other
ACC subsidiaries (April 1999 to present)
President, American Century Employee Benefit
Services, Inc. (January 2000 to present)
Treasurer, American Century Ventures, Inc.
(December 1999 to present)
Tax Manager, Price Waterhouse LLP
(1989 to 1996)
---------------------------------------------------------------------------------------------

CODE OF ETHICS

The funds, their investment advisor and principal underwriter have adopted codes
of ethics under Rule 17j-1 of the Investment Company Act and these codes of
ethics permit personnel subject to the codes to invest in securities, including
securities that may be purchased or held by the funds, provided that they first
obtain approval from the appropriate compliance department before making such
investments.

SERVICE PROVIDERS

The funds have no employees. To conduct the funds' day-to-day activities, the
funds have hired a number of service providers. Each service provider has a
specific function to fill on behalf of the funds and is described below.

ACIM and ACSC are both wholly owned by ACC. James E. Stowers Jr., Chairman of
ACC, controls ACC by virtue of his ownership of a majority of its voting stock.

www.americancentury.com American Century Investments 23

INVESTMENT ADVISOR

American Century Investment Management, Inc. (ACIM) serves as the investment
advisor for each of the funds. A description of the responsibilities of the
advisor appears in each Prospectus under the heading Management.

For the services provided to the funds, the advisor receives a monthly fee based
on a percentage of the average net assets of the fund as follows:

Fund Percentage of Average Net Assets
-------------------------------------------------------------------------------
VP Equity Index 0.49%
--------------------------------------------------------------------------------
VP Global Growth 1.30% of first $1 billion
1.15% of the next billion
1.05% over $2 billion
--------------------------------------------------------------------------------
VP Growth 1.00%
--------------------------------------------------------------------------------
VP Ultra 1.00% of first $20 billion
0.95 % over $20 billion
--------------------------------------------------------------------------------
VP Vista 1.00%
-------------------------------------------------------------------------------

On the first business day of each month, the funds pay a management fee to the
advisor for the previous month at the specified rate. The fee for the previous
month is calculated by multiplying the applicable fee for the fund by the
aggregate average daily closing value of a fund's net assets during the previous
month. This number is then multiplied by a fraction, the numerator of which is
the number of days in the previous month and the denominator of which is 365
(366 in leap years).

The management agreement shall continue in effect until the earlier of the
expiration of two years from the date of its execution or until the first
meeting of shareholders following such execution and for as long thereafter as
its continuance is specifically approved at least annually by (1) the funds'
Board of Directors, or by the vote of a majority of outstanding votes (as
defined in the Investment Company Act) and (2) by the vote of a majority of the
directors of the funds who are not parties to the agreement or interested
persons of the advisor, cast in person at a meeting called for the purpose of
voting on such approval.

The management agreement provides that it may be terminated at any time without
payment of any penalty by the funds' Board of Directors, or by a vote of a
majority of outstanding votes, on 60 days' written notice to the advisor, and
that it shall be automatically terminated if it is assigned.

The management agreement states the advisor shall not be liable to the funds or
their shareholders for anything other than willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.

The management agreement also provides that the advisor and its officers,
directors and employees may engage in other business, devote time and attention
to any other business whether of a similar or dissimilar nature, and render
services to others.

Certain investments may be appropriate for the funds and also for other clients
advised by the advisor. Investment decisions for the funds and other clients are
made with a view to achieving their respective investment objectives after
consideration of such factors as their current holdings, availability of cash
for investment and the size of their investment generally. A particular security
may be bought or sold for only one client or fund, or in different amounts and
at different times for more than one but less than all clients or funds. In
addition, purchases or sales of the same security may be made for two or more
clients or funds on the same date. Such transactions will be allocated among
clients in a manner believed by the advisor to be equitable to each. In some
cases this procedure could have an adverse effect on the price or amount of the
securities purchased or sold by a fund.

24 American Century Investments 1-800-345-6488

The advisor may aggregate purchase and sale orders of the funds with purchase
and sale orders of its other clients when the advisor believes that such
aggregation provides the best execution for the funds. The Board of Directors
has approved the policy of the advisor with respect to the aggregation of
portfolio transactions. Where portfolio transactions have been aggregated, the
funds participate at the average share price for all transactions in that
security on a given day and share transaction costs on a pro rata basis. The
advisor will not aggregate portfolio transactions of the funds unless it
believes such aggregation is consistent with its duty to seek best execution on
behalf of the funds and the terms of the management agreement. The advisor
receives no additional compensation or remuneration as a result of such
aggregation.

TRANSFER AGENT AND ADMINISTRATOR

American Century Services Corporation, 4500 Main Street, Kansas City, Missouri
64111, serves as transfer agent and dividend-paying agent for the funds. It
provides physical facilities, computer hardware and software and personnel, for
the day-to-day administration of the funds and the advisor. The advisor pays
ACSC for these services.

From time to time, special services may be offered to shareholders who maintain
higher share balances in our family of funds. These services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions, newsletters and a team of personal representatives. Any expenses
associated with these special services will be paid by the advisor.

DISTRIBUTOR

The funds' shares are distributed by ACIS, a registered broker-dealer. ACIS is a
wholly owned subsidiary of ACC, and is located at 4500 Main Street, Kansas City,
Missouri 64111.

The distributor is the principal underwriter of the funds' shares. The
distributor makes a continuous, best-efforts underwriting of the funds' shares.
This means the distributor has no liability for unsold shares.

OTHER SERVICE PROVIDERS

CUSTODIAN BANKS

Chase Manhattan Bank, 770 Broadway, 10th Floor, New York, New York 10003-9598,
and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, each serve as
custodian of the assets of the funds. The custodians take no part in determining
the investment policies of the funds or in deciding which securities are
purchased or sold by the funds. The funds, however, may invest in certain
obligations of the custodians and may purchase or sell certain securities from
or to the custodians.

INDEPENDENT AUDITORS

Deloitte & Touche LLP is the independent auditors of the funds. The address of
Deloitte & Touche LLP is 1010 Grand Boulevard, Kansas City, Missouri 64106. As
the independent auditors of the funds, Deloitte & Touche LLP provides services
including (1) audit of the annual financial statements for each fund, (2)
assistance and consultation in connection with SEC filings and (3) review of
the annual federal income tax return filed for each fund.

www.americancentury.com American Century Investments 25

BROKERAGE ALLOCATION

Under the management agreement between the funds and the advisor, the advisor
has the responsibility of selecting brokers and dealers to execute portfolio
transactions. The funds' policy is to secure the most favorable prices and
execution of orders on its portfolio transactions. So long as that policy is
met, the advisor may take into consideration the factors discussed below when
selecting brokers. For VP Equity Index, the advisor has delegated
responsibility for selecting brokers to execute portfolio transactions to the
subadvisor under the terms of the investment subadvisory agreement.

The advisor receives statistical and other information and services, including
research, without cost from brokers and dealers. The advisor evaluates such
information and services, together with all other information that it may have,
in supervising and managing the investments of the funds. Because such
information and services may vary in amount, quality and reliability, their
influence in selecting brokers varies from none to very substantial. The advisor
proposes to continue to place some of the funds' brokerage business with one or
more brokers who provide information and services. Such information and services
will be in addition to and not in lieu of services required to be performed by
the advisor. The advisor does not utilize brokers that provide such information
and services for the purpose of reducing the expense of providing required
services to the funds.

The brokerage commissions paid by the funds may exceed those that another broker
might have charged for effecting the same transactions, because of the value of
the brokerage and research services provided by the broker. Research services
furnished by brokers through whom the funds effect securities transactions may
be used by the advisor in servicing all of its accounts, and not all such
services may be used by the advisor in managing the portfolios of the funds.

The staff of the SEC has expressed the view that the best price and execution of
over-the-counter transactions in portfolio securities may be secured by dealing
directly with principal market makers, thereby avoiding the payment of
compensation to another broker. In certain situations, the officers of the funds
and the advisor believe that the facilities, expert personnel and technological
systems of a broker often enable the funds to secure as good a net price by
dealing with a broker instead of a principal market maker, even after payment of
the compensation to the broker. The funds regularly place their over-the-counter
transactions with principal market makers, but may also deal on a brokerage
basis when utilizing electronic trading networks or as circumstances warrant.

INFORMATION ABOUT FUND SHARES

Each of the funds named on the front of this Statement of Additional Information
is a series of shares issued by the corporation, and shares of each fund have
equal voting rights.

Each fund votes separately on matters affecting that fund exclusively. Voting
rights are not cumulative, so that investors holding more than 50% of the
corporation's (i.e., all funds') outstanding shares may be able to elect a Board
of Directors. The corporation undertakes dollar-based voting, meaning that the
number of votes a shareholder is entitled to is based upon the dollar amount of
the shareholder's investment. The election of directors is determined by the
votes received from all the corporation shareholders without regard to whether a
majority of shares of any one fund voted in favor of a particular nominee or all
nominees as a group.

The assets belonging to each series of shares are held separately by the
custodian and the shares of each series represent a beneficial interest in the
principal, earnings and profit (or losses) of investments and other assets held
for each series. Within their respective series, all shares have equal
redemption rights. Each share, when issued, is fully paid and non-assessable.

26 American Century Investments 1-800-345-6488

In the event of complete liquidation or dissolution of the funds, shareholders
of each series of shares will be entitled to receive, pro rata, all of the
assets less the liabilities of that series.

Each shareholder has rights to dividends and distributions declared by the fund
he or she owns and to the net assets of such fund upon its liquidation or
dissolution proportionate to his or her share ownership interest in the fund.

VALUATION OF A FUND'S SECURITIES

Each fund's net asset value per share (NAV) is calculated as of the close of
business of the New York Stock Exchange (the Exchange) each day the Exchange is
open for business. The Exchange usually closes at 4 p.m. Eastern time. The
Exchange typically observes the following holidays: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. Although the funds expect
the same holidays to be observed in the future, the Exchange may modify its
holiday schedule at any time.

Each fund's NAV is calculated by adding the value of all portfolio securities
and other assets, deducting liabilities and dividing the result by the number of
shares outstanding. Expenses and interest earned on portfolio securities are
accrued daily.

The portfolio securities of the fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges generally are valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices, or
at the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the most recent mean
of the bid and asked prices provided by investment dealers in accordance with
procedures established by the Board of Directors.

Because there are hundreds of thousands of municipal issues outstanding, and the
majority of them do not trade daily, the prices provided by pricing services for
these types of securities are generally determined without regard to bid or last
sale prices. In valuing securities, the pricing services generally take into
account institutional trading activity, trading in similar groups of securities,
and any developments related to specific securities. The methods used by the
pricing service and the valuations so established are reviewed by the advisor
under the general supervision of the Board of Directors. There are a number of
pricing services available, and the advisor, on the basis of ongoing evaluation
of these services, may use other pricing services or discontinue the use of any
pricing service in whole or in part.

Securities maturing within 60 days of the valuation date may be valued at cost,
plus or minus any amortized discount or premium, unless the directors determine
that this would not result in fair valuation of a given security. Other assets
and securities for which quotations are not readily available are valued in good
faith at their fair value using methods approved by the Board of Directors.

The value of an exchange-traded foreign security is determined in its national
currency as of the close of trading on the foreign exchange on which it is
traded or as of the close of business on the New York Stock Exchange, if that is
earlier. That value is then translated to dollars at the prevailing foreign
exchange rate.

www.americancentury.com American Century Investments 27

Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed at various times before the close
of business on each day that the New York Stock Exchange is open. If an event
were to occur after the value of a security was established but before the net
asset value per share was determined that was likely to materially change the
net asset value, then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

Trading of these securities in foreign markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign markets and on some electronic trading networks on Saturdays or on other
days when the New York Stock Exchange is not open and on which the funds' net
asset values are not calculated. Therefore, such calculation does not take place
contemporaneously with the determination of the prices of many of the portfolio
securities used in such calculation, and the value of a fund's portfolio may be
affected on days when shares of the fund may not be purchased or redeemed.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If, during any 90-day period, a separate account redeems fund shares worth more
than $250,000 (or 1% of the assets of a fund if that percentage is less than
$250,000), we reserve the right to pay part or all of the redemption proceeds in
excess of this amount in readily marketable securities instead of cash. If we
make payment in securities, we will value the securities, selected by the fund,
in the same manner as we do in computing the fund's net asset value. We may
provide these securities in lieu of cash without prior notice.

If your redemption would exceed this limit and you would like to avoid being
paid in securities, please provide your insurance company with an unconditional
instruction to redeem early enough that it can provide notice to the fund's
transfer agent at least 15 days prior to the date on which the redemption
transaction is to occur. The instruction must specify the dollar amount or
number of shares to be redeemed and the date of the transaction. This minimizes
the effect of the redemption on the fund and its remaining shareholders.

TAXES

FEDERAL INCOME TAXES

Each fund intends to qualify annually as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so
qualifying, a fund will be exempt from federal income taxes to the extent that
it distributes substantially all of its net investment income and net realized
capital gains (if any) to shareholders. If a fund fails to qualify as a
regulated investment company, it will be liable for taxes, significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat distributions of the funds in the manner they were realized by the
funds.

Dividends and interest received by a fund on foreign securities may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. Foreign countries generally do not impose taxes on capital gains with
respect to investments by non-resident investors. The foreign taxes paid by a
fund will reduce its dividends.

If more than 50% of the value of a fund's total assets at the end of its fiscal
year consists of securities of foreign corporations, the fund may qualify for
and make an election with the Internal Revenue Service with respect to such
fiscal year so that fund shareholders may be able to claim a foreign tax credit
in lieu of a deduction for foreign income taxes paid by the fund. If such an
election is made, the foreign taxes paid by the fund will be treated as

28 American Century Investments 1-800-345-6488

income received by you. In order for you to utilize the foreign tax credit, you
must have held your shares for 16 days or more during the 30-day period,
beginning 15 days prior to the ex-dividend date for the mutual fund shares. The
mutual fund must meet a similar holding period requirement with respect to
foreign securities to which a dividend is attributable. Any portion of the
foreign tax credit that is ineligible as a result of the fund not meeting the
holding period requirement will be deducted in computing net investment income.

If a fund purchases the securities of certain foreign investment funds or trusts
called passive foreign investment companies (PFIC), capital gains on the sale of
such holdings will be deemed to be ordinary income regardless of how long the
fund holds its investment. The fund also may be subject to corporate income tax
and an interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains are distributed to
shareholders. In the alternative, the fund may elect to recognize cumulative
gains on such investments as of the last day of its fiscal year and distribute
them to shareholders. Any distribution attributable to a PFIC is characterized
as ordinary income.

HOW FUND PERFORMANCE INFORMATION IS CALCULATED

The funds may quote performance in various ways. Fund performance may be shown
by presenting one or more performance measurements, including cumulative total
return, average annual total return or yield.

All performance information advertised by the funds is historical in nature and
is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

Total returns quoted in advertising and sales literature reflect all aspects of
a fund's return, including the effect of reinvesting dividends and capital gains
distributions (if any) and any change in the fund's NAV during the period.

Average annual total returns are calculated by determining the growth or decline
in value of a hypothetical historical investment in a fund during a stated
period and then calculating the annually compounded percentage rate that would
have produced the same result if the rate of growth or decline in value had been
constant throughout the period. For example, a cumulative total return of 100%
over 10 years would produce an average annual return of 7.18%, which is the
steady annual rate that would equal 100% growth on a compounded basis in 10
years. While average annual total returns are a convenient means of comparing
investment alternatives, investors should realize that the funds' performance is
not constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to actual year-to-year
performance.

In addition to average annual total returns, each fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period, including periods other than one, five and 10 years.
Average annual and cumulative total returns may be quoted as percentages or as
dollar amounts and may be calculated for a single investment, a series of
investments, or a series of redemptions over any time period. Total returns may
be broken down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of these
factors and their contributions to total return.

As a new fund, performance information is not available as of the date of this
Statement of Additional Information.

www.americancentury.com American Century Investments 29

Additional Performance Comparisons

The funds' performance may be compared with the performance of other mutual
funds tracked by mutual fund rating services or with other indices of market
performance. This may include comparisons with funds that, unlike the American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic data that may be used for such comparisons may include, but are not
limited to: U.S. Treasury bill, note and bond yields, money market fund yields,
U.S. government debt and percentage held by foreigners, the U.S. money supply,
net free reserves, and yields on current-coupon GNMAs (source: Board of
Governors of the Federal Reserve System); the federal funds and discount rates
(source: Federal Reserve Bank of New York); yield curves for U.S. Treasury
securities and AA/AAA-rated corporate securities (source: Bloomberg Financial
Markets); yield curves for AAA-rated, tax-free municipal securities (source:
Telerate); yield curves for foreign government securities (sources: Bloomberg
Financial Markets and Data Resources, Inc.); total returns on foreign bonds
(source: J.P. Morgan Securities Inc.); various U.S. and foreign government
reports; the junk bond market (source: Data Resources, Inc.); the CRB Futures
Index (source: Commodity Index Report); the price of gold (sources: London
a.m./p.m. fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper, Inc. or Morningstar, Inc.; mutual fund
rankings published in major, nationally distributed periodicals; data provided
by the Investment Company Institute; Ibbotson Associates, Stocks, Bonds, Bills
and Inflation; major indices of stock market performance; and indices and
historical data supplied by major securities brokerage or investment advisory
firms. The funds also may utilize reprints from newspapers and magazines
furnished by third parties to illustrate historical performance or to provide
general information about the funds.

Permissible Advertising Information

From time to time, the funds may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to shareholders: (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost averaging); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of past or anticipated portfolio holdings for one or more of
the funds; (5) descriptions of investment strategies for one or more of the
funds; (6) descriptions or comparisons of various savings and investment
products (including, but not limited to, qualified retirement plans and
individual stocks and bonds), which may or may not include the funds; (7)
comparisons of investment products (including the funds) with relevant market or
industry indices or other appropriate benchmarks; (8) discussions of fund
rankings or ratings by recognized rating organizations; and (9) testimonials
describing the experience of persons that have invested in one or more of the
funds. The funds also may include calculations, such as hypothetical compounding
examples, which describe hypothetical investment results. Such performance
examples will be based on an express set of assumptions and are not indicative
of the performance of any of the funds.

EXPLANATION OF FIXED-INCOME SECURITIES RATINGS

As described in the Prospectuses, some of the funds may invest in fixed-income
securities. Those investments, however, are subject to certain credit quality
restrictions, as noted in the Prospectuses. The following is a summary of the
rating categories referenced in the prospectus disclosure.

30 American Century Investments 1-800-345-6488

BOND RATINGS
--------------------------------------------------------------------------------
S&P Moody's Description
--------------------------------------------------------------------------------
AAA Aaa These are the highest ratings assigned by S&P and Moody's to
a debt obligation. They indicate an extremely strong capacity
to pay interest and repay principal.

AA Aa Debt rated in this category is considered to have a very
strong capacity to pay interest and repay principal. It
differs from AAA/Aaa issues only in a small degree.

A A Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher-rated categories.

BBB Baa Debt rated BBB/Baa is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal
for debt in this category than in higher-rated categories.

BB Ba Debt rated BB/Ba has less near-term vulnerability to default
than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business,
financial or economic conditions that could lead to
inadequate capacity to meet timely interest and principal
payments. The BB rating category also is used for debt
subordinated to senior debt that is assigned an actual or
implied BBB-rating.

B B Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions will likely impair capacity or willingness to pay
interest and repay principal. The B rating category also is
used for debt subordinated to senior debt that is assigned an
actual or implied BB/Ba or BB-/Ba3 rating.

CCC Caa Debt rated CCC/Caa has a currently identifiable vulnerability
to default and is dependent upon favorable business,
financial and economic conditions to meet timely payment of
interest and repayment of principal. In the event of adverse
business, financial or economic conditions, it is not likely
to have the capacity to pay interest and repay principal. The
CCC/Caa rating category also is used for debt subordinated to
senior debt that is assigned an actual or implied B or B-/B3
rating.

CC Ca The rating CC/Ca typically is applied to debt subordinated to
senior debt that is assigned an actual or implied CCC/Caa
rating.

C C The rating C typically is applied to debt subordinated to
senior debt, which is assigned an actual or implied CCC-/Caa3
debt rating. The C rating may be used to cover a situation
where a bankruptcy petition has been filed, but debt service
payments are continued.

CI -- The rating CI is reserved for income bonds on which no
interest is being paid.

D D Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not
made on the date due even if the applicable grace period has
not expired, unless S&P believes that such payments will be
made during such grace period. The D rating is used upon the
filing of a bankruptcy petition if debt service payments are
jeopardized.
--------------------------------------------------------------------------------

www.americancentury.com American Century Investments 31

To provide more detailed indications of credit quality, the Standard & Poor's
ratings from AA to CCC may be modified by the addition of a plus or minus sign
to show relative standing within these major rating categories. Similarly,
Moody's adds numerical modifiers (1,2,3) to designate relative standing within
its major bond rating categories. Fitch Investors Service, Inc. also rates bonds
and uses a ratings system that is substantially similar to that used by Standard
& Poor's.

COMMERCIAL PAPER RATINGS
-------------------------------------------------------------------------------------------------------
S&P Moody's Description
-------------------------------------------------------------------------------------------------------
A-1 Prime-1 This indicates that the degree of safety regarding timely payment is strong.
(P-1) Standard & Poor's rates those issues determined to possess extremely strong
safety characteristics as A-1+.

A-2 Prime-2 Capacity for timely payment on commercial paper is satisfactory, but the relative
(P-2) degree of safety is not as high as for issues designated A-1. Earnings trends and
coverage ratios, while sound, will be more subject to variation. Capitalization
degree of characteristics, while still appropriated, may be more affected by degree
of external conditions. Ample alternate degree of liquidity is maintained.

A-3 Prime-3 Satisfactory capacity for timely repayment. Issues that carry this rating are
(P-3) somewhat more vulnerable to the adverse changes in circumstances
than obligations carrying the higher designations.
-------------------------------------------------------------------------------------------------------

NOTE RATINGS
--------------------------------------------------------------------------------
S&P Moody's Description
--------------------------------------------------------------------------------
SP-1 MIG-1; VMIG-1 Notes are of the highest quality enjoying strong
protection from established cash flows of funds for their
servicing or from established and broad-based access to
the market for refinancing, or both.

SP-2 MIG-2; VMIG-2 Notes are of high quality with margins of protection
ample, although not so large as in the preceding group.

SP-3 MIG-3; VMIG-3 Notes are of favorable quality with all security elements
accounted for, but lacking the undeniable strength of the
preceding grades. Market access for refinancing, in
particular, is likely to be less well-established.

SP-4 MIG-4; VMIG-4 Notes are of adequate quality, carrying specific risk but
having protection and not distinctly or predominantly
speculative.
--------------------------------------------------------------------------------

32 American Century Investments 1-800-345-6488

MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS

Annual and Semiannual Reports

These contain more information about the funds' investments and the market
conditions and investment strategies that significantly affected the funds'
performance during the most recent fiscal period. The annual and semiannual
reports are incorporated by reference into this SAI. This means that these are
legally part of this SAI.

You can receive a free copy of the annual and semiannual reports, and ask
questions about the funds and your accounts, by contacting American Century at
the address or telephone numbers listed below.

If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan
* a bank
* a broker-dealer
* an insurance company
* another financial intermediary

you can receive the annual and semiannual reports directly from them.

You also can get information about the funds from the Securities and Exchange
Commission (SEC). The SEC charges a duplicating fee to provide copies of this
information

In person SEC Public Reference Room
Washington, D.C.
Call 202-942-8090 for location
and hours.

On the Internet * EDGAR database at www.sec.gov
* By email request at [email protected]

By mail SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

--------------------------------------------------------------------------------
[american century logo and text logo (reg. sm)]
American
Century

AMERICAN CENTURY INVESTMENTS
P.O. Box 419385
Kansas City, Missouri 64141-6385

INVESTMENT PROFESSIONAL

SERVICE REPRESENTATIVE
1-800-345-6488 or 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF
1-800-634-4113 or 816-444-3485

FAX
816-340-4360

SH-SAI-22482 0012

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

PART C OTHER INFORMATION

ITEM 23 EXHIBITS (all exhibits not filed herewith are being incorporated
herein by reference).

(a) (1)Articles of Incorporation of TCI Portfolios, Inc. dated June 3,
1987 (filed electronically as Exhibit 1.1 to Post-Effective Amendment
No. 17 to the Registration Statement on January 16, 1996, File No.
33-14567).

(2) Articles of Amendment of TCI Portfolios, Inc. dated July 22, 1988
(filed electronically as Exhibit 1.2 to Post-Effective Amendment No.
17 to the Registration Statement on January 16, 1996, File No.
33-14567).

(3) Articles of Amendment of TCI Portfolios, Inc. dated August 11,
1993 (filed electronically as Exhibit 1.3 to Post-Effective Amendment
No. 17 to the Registration Statement on January 16, 1996, File No.
33-14567).

(4) Articles Supplementary of TCI Portfolios, Inc., dated November 30,
1992 (filed electronically as Exhibit 1.4 to Post-Effective Amendment
No. 18 to the Registration Statement on March 20, 1996, File No.
33-14567).

(5) Articles Supplementary of TCI Portfolios, Inc., dated April 24,
1995 (filed electronically as Exhibit 1.5 to Post-Effective Amendment
No. 18 to the Registration Statement on March 20, 1996, File No.
33-14567).

(6) Articles Supplementary of TCI Portfolios, Inc., dated March 11,
1996 (filed electronically as Exhibit 1.6 to Post-Effective Amendment
No. 17 to the Registration Statement on January 16, 1996, File No.
33-14567).

(7) Articles of Amendment of TCI Portfolios, Inc., dated April 1, 1997
(filed electronically as Exhibit 1.7 to Post-Effective Amendment No.
20 to the Registration Statement on April 28, 1997, File No.
33-14567).

(8) Articles Supplementary of American Century Variable Portfolios,
Inc., dated May 1, 1997 (filed electronically as Exhibit 1.8 to
Post-Effective Amendment No. 20 to the Registration Statement on April
28, 1997, File No. 33-14567).

(9) Articles Supplementary of American Century Variable Portfolios,
Inc. dated July 28, 1997 (filed electronically as Exhibit 1.9 to
Post-Effective Amendment No. 23 to the Registration Statement on April
27, 1998, File No. 33-14567).

(10) Articles Supplementary of American Century Variable Portfolios,
Inc. dated February 16, 1999 (filed electronically as Exhibit a10 to
Post-Effective Amendment No. 25 to the Registration Statement on March
17, 1999, File No. 33-14567).

(11) Articles Supplementary of American Century Variable Portfolios,
Inc. are included herein.

(b) (1) Amended and Restated By-Laws of TCI Portfolios, Inc. (filed
electronically as Exhibit 2 to Post-Effective Amendment No. 17 to the
Registration Statement on January 16, 1996, File No. 33-14567).

(2) Amendment to Amended and Restated By-Laws of American Century
Variable Portfolios, Inc. (filed electronically as Exhibit b2 to
Post-Effective Amendment No. 24 to the Registration Statement on
January 15, 1999, File No. 33-14567).

(c) Registrant hereby incorporates by reference, as though set forth fully
herein, Article Fifth, Article Seventh and Article Eighth of
Registrants Articles of Incorporation, appearing as Exhibit 1.1 to
Post-Effective Amendment No. 17 on Form N-1A of the Registrant, and
Article Fifth of Registrants Articles of Amendment, apearing as
Exhibit 1.3 to Post-Effective Amendment No. 17 on Form N-1A of the
Registrant; and Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 22, 25, 30, 31,
33, 39, ,40, 45 and 46 of Registrants Amendment to By-Laws appearing
as Exhibit 2 to Post-Effective Amendment No. 17 on Form N-1A of the
Registrant, and Sections 25, 32 & 32 of Registrants By-Laws appearing
as Exhibit 2.2 to Post-Effective Amendment No. 23 on Form N-1A of the
Registrant.

(d) (1) Management Agreement between American Century Variable Portfolios,
Inc. and American Century Investment Management, Inc. dated November
16, 1998 (filed electronically as Exhibit d to Post-Effective
Amendment No. 24 to the Registration Statement on January 15, 1999,
File No. 33-14567).

(2) Addendum to the Management Agreement between American Century
Variable Portfolios, Inc. and American Century Investment Management,
Inc. is included herein.

(e) (1) Distribution Agreement between American Century Variable
Portfolios, Inc. and Funds Distributor, Inc. dated January 15, 1998
(filed electronically as Exhibit B6 to Post-Effective Amendment No. 28
to the Registration Statement of American Century Target Maturities
Trust on January 30, 1998, File No. 2-94608).

(2) Amendment No. 1 to the Distribution Agreement between American
Century Variable Portfolios, Inc. and Funds Distributor, Inc. dated
June 1, 1998 (filed electronically as Exhibit 6b to Post-Effective
Amendment No. 11 to the Registration Statement of American Century
Capital Portfolios, Inc. on June 26, 1998, File No. 33-64872).

(3) Amendment No. 2 to the Distribution Agreement between American
Century Variable Portfolios, Inc. and Funds Distributor, Inc. dated
December 1, 1998 (filed electronically as Exhibit 6c to Post-Effective
Amendment No. 12 to the Registration Statement of American Century
World Mutual Funds, Inc. on November 13, 1998, File No. 33-39242).

(4) Amendment No. 3 to the Distribution Agreement between American
Century Variable Portfolios Funds, Inc. and Funds Distributor, Inc.
dated January 29, 1999 (filed electronically as Exhibit e4 to
Post-Effective Amendment No. 24 to the Registration Statement on
January 15, 1999, File No. 33-14567).

(5) Amendment No. 4 to the Distribution Agreement between American
Century Variable Portfolios, Inc. and Funds Distributor, Inc. dated
July 30, 1999 (filed electronically as Exhibit e5 to Post-Effective
Amendment No. 16 to the Registration Statement of American Century
Capital Portfolios, Inc. on July 29, 1999, File No. 33-64872).

(6) Amendment No. 5 to the Distribution Agreement between American
Century Variable Portfolios, Inc. and Funds Distributor, Inc. (filed
electronically as Exhibit e6 to Post-Effective Amendment No. 87 to the
Registration Statement of American Century Mutual Funds, Inc. on
November 29, 1999, File No. 2-14213).

(7) Amendment No. 6 to the Distribution Agreement between American
Century Variable Portfolios, Inc. and Funds Distributor, Inc., dated
June 1, 2000 (filed electronically as Exhibit e7 to Post-Effective
Amendment No. 19 to the Registration Statement of American Century
World Mutual Funds, Inc. on May 25, 2000, File No. 33-39242).

(8) Distribution Agreement between American Century Variable
Portfolios, Inc. and American Century Investment Services, Inc. dated
March 13, 2000 (filed electronically as Exhibit e7 to Post-Effective
Amendment No. 17 to the Registration Statement of American Century
World Mutual Funds, Inc. on March 30, 2000, File No 33-39242).

(9) Amendment No. 1 to the Distribution Agreement between American
Century Variable Portfolios, Inc. and American Century Investment
Services, Inc. dated June 1, 2000 (filed electronically as Exhibit e9
to Post-Effective Amendment No. 19 to the Registration Statement of
American Century World Mutual Funds, Inc. on May 25, 2000, File No.
33-39242).

(10) Amendment No. 2 to the Distribution Agreement between American
Century Variable Portfolios, Inc. and American Century Investment
Services, Inc. dated November 20, 2000 is included herein.

(f) Not applicable.

(g) (1) Global Custody Agreement between The Chase Manhattan Bank and the
Twentieth Century and Benham Funds, dated August 9, 1996 (filed
electronically as Exhibit 8 to Post-Effective Amendment No. 31 to the
Registration Statement of American Century Government Income Trust, on
February 7, 1997, File No. 2-99222).

(2) Master Agreement by and between Twentieth Century Services, Inc.
and Commerce Bank, N.A. dated January 22, 1997 (filed electronically
as Exhibit 8e to Post-Effective Amendment No. 76 to the Registration
Statement of American Century Mutual Funds, Inc. on February 28, 1997,
File No. 33-14213).

(h) (1) Transfer Agency Agreement between TCI Portfolios, Inc. and
Twentieth Century Services, Inc. (formerly J.E. Stowers & Company)
dated October 15, 1987 (filed electronically as Exhibit 9 to Post-
Effective Amendment No. 19 to the Registration Statement on September
27, 1996, File No. 33-14567).

(2) Credit Agreement between American Century Funds and The Chase
Manhattan Bank, as Administrative Agent dated as of December 21, 1999
(filed electronically as Exhibit h3 to Post-Effective Amendment No. 29
to the Registration Statement of American Century California Tax-Free
and Municipal Funds on December 29, 1999, File No. 2-82734).

(i) Opinion and Consent of Counsel (filed electronically as Exhibit i to
Post-Effective Amendment No. 28 to the Registration Statement on
September 18, 2000, File No. 33-14567).

(j) (1) Consent of Deloitte & Touche LLP (filed electronically as Exhibit
i to Post-Effective Amendment No. 26 to the Registration Statement on
April 15, 1999, File No. 33-14567).

(2) Power of Attorney dated November 18, 2000 is included herein.

(k) Not applicable.

(l) Not applicable.

(m) Not applicable.

(n) Not applicable.

(o) Not applicable.

(p) (1) American Century Investments Code of Ethics (filed electronically
as Exhibit p1 to Post-Effective Amendment No. 16 to the Registration
Statement on Form N-1A of American Century World Mutual Funds, Inc.
on March 10, 2000, File No. 33-39242).

(2) Funds Distributor, Inc. Code of Ethics (filed electronically as
Exhibit p2 to Post-Effective Amendment No. 16 to the Registration
Statement on Form N-1A of American Century World Mutual Funds, Inc.
on March 10, 2000, File No. 33-39242).

ITEM 24. Persons Controlled by or Under Common Control with Registrant - Not
applicable.

ITEM 25. Indemnification.

The Registrant is a Maryland corporation. Section 2- 418 of the
Maryland General Corporation Law allows a Maryland corporation to
indemnify its officers, directors, employees and agents to the extent
provided in such statute.

Article XIII of the Registrant's Amended Articles of Incorporation,
Exhibits 1(a) and 1(b), requires the indemnification of the
Registrant's directors and officers to the extent permitted by
Section 2-418 of the Maryland General Corporation Law, the Investment
Company Act of 1940 and all other applicable laws.

The Registrant has purchased an insurance policy insuring its
officers and directors against certain liabilities which such
officers and directors may incur while acting in such capacities and
providing reimbursement to the Registrant for sums which it may be
permitted or required to pay to its officers and directors by way of
indemnification against such liabilities, subject in either case to
clauses respecting deductibility and participation.

ITEM 26. Business and Other Connections of Investment Advisor.

American Century Investment Management, Inc., the investment advisor,
is engaged in the business of managing investments for registered
investment companies, deferred compensation plans and other
institutional investors.

ITEM 27. Principal Underwriters.

I. (a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
The Brinson Funds
CDC MPT + Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Global Funds, Inc.
Dresdner RCM Investment Funds Inc.
GMO Trust
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Merrimac Series
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Nomura Pacific Basin Fund, Inc.
Orbitex Group of Funds
The Saratoga Advantage Trust
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
The Skyline Funds
St. Clair Funds, Inc.
TD Waterhouse Family of Funds, Inc.
TD Waterhouse Trust

FDI is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. FDI is located at
60 State Street, Suite 1300, Boston, Massachusetts 02109. FDI
is an indirect wholly-owned subsidiary of Boston
Institutional Group, Inc., a holding company all of whose
outstanding shares are owned by key employees.

(b) The following is a list of the executive officers, directors
and partners of the Distributor:

Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant

Marie E. Connolly Director, President and Chief none
Executive Officer

George A. Rio Executive Vice President President, Principal
Executive
and Principal Financial
Officer

Gary S. MacDonald Executive Vice President none
and Chief Administrative Officer

Charles W. Carr Executive Vice President none

William S. Nichols Executive Vice President none

Margaret W. Chambers Senior Vice President, General none
Counsel, Chief Compliance
Officer, Secretary and Clerk

Joseph F. Tower, III Senior Vice President none
and Treasurer

Judith K. Benson Senior Vice President none

William J. Nutt Chairman and Director none

William J. Stetter Senior Vice President and none
Chief Financial Officer

Christopher J. Kelley Senior Vice President and Vice
Deputy General Counsel President

John Lehning Senior Vice President none

John Prosperi Senior Vice President none

--------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109

II. (a) American Century Investment Services, Inc. (ACIS) acts as
principal underwriter for the following investment companies:

ACIS is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities Dealers.
ACIS is located at 4500 Main Street, Kansas City, Missouri 64111. ACIS is a
wholly-owned subsidiary of American Century Companies, Inc.

(b) The following is a list of the executive officers and partners of
ACIS:

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
-------------------------------------------------------------------------------
James E. Stowers, Jr. Chairman and Director Chairman
and Director

W. Gordon Snyder President none

James E. Stowers III Chief Executive Officer Director
and Director

William M. Lyons Chief Operating Officer, Executive none
Vice President, Secretary
and Director

Robert T. Jackson Executive Vice President none
and Chief Financial Officer

Kevin Cuccias Senior Vice President none

Brian Jeter Senior Vice President none

Mark Killen Senior Vice President none

Tom Kmak Senior Vice President none

David C. Tucker Senior Vice President Vice President
and General Counsel

* All addresses are 4500 Main Street, Kansas City, Missouri 64111

ITEM 28. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, and the rules promulgated thereunder,
are in the possession of Registrant, American Century Services
Corporation and American Century Investment Management, Inc., all
located at American Century Tower, 4500 Main Street, Kansas City,
Missouri 64111.

ITEM 29. Management Services - Not applicable.

ITEM 30. Undertakings - Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, American Century Variable Portfolios, Inc., the
Registrant, certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 29 to its Registration Statement pursuant to
Rule 485(b) promulgated under the Securities Act of 1933, as amended, and has
duly caused this Post-Effective Amendment No. 29 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri on the 1st day of December, 2000.

American Century Variable Portfolios, Inc.
(Registrant)

By:/*/William M. Lyons
President and Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 29 has been signed below by the following persons
in the capacities and on the dates indicated.

Signature Title Date

*William M. Lyons President and December 1, 2000
------------------------- and Principal Executive Officer
William M. Lyons

*Maryanne Roepke Senior Vice President, December 1, 2000
------------------------- Treasurer and Chief
Maryanne Roepke Accounting Officer

*James E. Stowers, Jr. Chairman of the Board December 1, 2000
------------------------- and Director
James E. Stowers, Jr.

*James E. Stowers III Director December 1, 2000
-------------------------
James E. Stowers, III

*Thomas A. Brown Director December 1, 2000
-------------------------
Thomas A. Brown

*Robert W. Doering, M.D. Director December 1, 2000
-------------------------
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D. Director December 1, 2000
-------------------------
Andrea C. Hall, Ph.D.

*D. D. (Del) Hock Director December 1, 2000
-------------------------
D. D. (Del) Hock

*Donald H. Pratt Director December 1, 2000
-------------------------
Donald H. Pratt

*Gale E. Sayers Director December 1, 2000
-------------------------
Gale E. Sayers

*M. Jeannine Strandjord Director December 1, 2000
-------------------------
M. Jeannine Strandjord

*By /s/Charles A. Etherington
Charles A. Etherington
Attorney-in-Fact