UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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£ | Soliciting Materials Pursuant to §240.14a-12 |
| AMERICAN CENTURY VARIABLE PORTFOLIOS II, INC. |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant |
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May 17, 2010
Recently, we sent you proxy materials for the Special Meeting of Shareholders to take place on June 16, 2010. Our records indicate that we have not received your important vote on the proposals presented to shareholders as outlined below. We urge you to vote today in order to allow us to obtain a sufficient number of votes to hold the Meeting as scheduled and avoid future reminders and the possibility of an adjournment.
Proposals:
| · | Electing one nominated Director/Trustee to each Board of Directors/Trustees |
Each nominee currently serves as an appointed director/trustee, but has not previously been elected by shareholders.
| · | Approving a management agreement with American Century Investment Management, Inc. and a subadvisory agreement for Equity Index Fund and International Value Fund |
On February 16, 2010, Co-Chairman Richard W. Brown succeeded James E. Stowers, Jr., the founder of American Century Investments, as trustee of a trust that holds a greater-than-25% voting interest in American Century Companies, Inc. (“ACC”). Under the Investment Company Act of 1940, this interest is presumed to represent control of ACC even though it is less than a majority interest. Because ACC is the parent corporation of the funds' advisors, the change of trustee is considered a technical assignment of the funds' management and subadvisory agreements. Under the 1940 Act, this assignment automatically terminated the agreements. Shareholders are being asked to approve new agreements that are substantially identical to the terminated agreements. This will not result in changes in the management of Americ an Century Investments, the funds, their investment objectives, advisory fees or services provided.
| · | Amending the Articles of Incorporation for the following fund issuers: American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc. and American Century World Mutual Funds, Inc. |
This proposal is intended to achieve consistency among all fund issuers organized as Maryland corporations. The law of Maryland permits corporations to provide directors with some protection from personal liability.
You can vote today using the control number and phone number or Web site address shown on your vote card.
If you have any questions or to vote your shares, please contact our proxy solicitation agent, Broadridge Financial Solutions, Inc., toll-free at 1-866-450-8467. Representatives are available weekdays 9:30 a.m. to 9:00 p.m. and Saturdays from 10:00 a.m. to 6:00 p.m. Eastern time.
Please remember, the Board has unanimously recommended a vote “FOR” the proposal(s) detailed in your proxy statement.