AMERICAN CENTURY INVESTMENTS
4500 MAIN STREET
KANSAS CITY, MISSOURI 64111
April 7, 2005
VIA EDGAR
Ms. Alison White
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: American Century Variable Portfolios, Inc. (Files Nos. 333-14567; 811-5188) and
American Century Variable Portfolios II, Inc. (File Nos. 333-46922; 811-10155)
Dear Ms. White:
Following are our responses to the comments you raised in your April 6th
email with regard to Post-Effective Amendment No. 42 by American Century
Variable Portfolios, Inc. ("ACVP") and Post-Effective Amendment No. 8 by
American Century Variable Portfolios II, Inc. ("ACVPII"), filed on February 25,
2005. For your convenience, we have restated each comment prior to our answer.
1. ABUSIVE TRADING PRACTICES (Comment applies to each fund)
(a) If the fund retains discretion to grant exemptions to its policies to
prevent market timing, please disclose that there is a risk of different
shareholders being treated differently, including the risk that some market
timing may occur.
(b) Please disclose what the fund does when its monitoring detects
potential market timing.
Response (a): No one at American Century is authorized to grant exemptions to
the abusive trading practices described in the prospectus.
Response (b): As described in our "Abusive Trading Practices" disclosure,
American Century cannot identify individual investors who are engaging in
abusive trading practices because the insurance company offering the fund has
the exclusive relationship with, and maintains the account records of, the
individual investors in the fund. However, as we have disclosed, American
Century monitors aggregate trades placed in these insurance company separate
accounts, and seeks to work with each insurance company to discourage investors
from engaging in abusive trading practices and to impose restrictions on the
frequency of round-trip trades.
2. BACK COVER PAGE
Please change "sec.gov" to "http://www.sec.gov". See Item 1(b)(3) of Form
N-1A. This comment also applies to the "Proxy Voting Guidelines" disclosure
in the SAI.
Response: As agreed in our telephone conversation today, we have changed
"sec.gov" to "www.sec.gov" on the back cover of all ACVP and ACVPII prospectuses
and in the "Proxy Voting Guidelines" section of the ACVP and ACVPII SAIs. These
changes will be reflected in the Rule 485(b) filing to be made on April 14,
2005.
3. COMMITTEES, SAI page 30 (American Century Variable Portfolios II filing
only)
You state that the Nominating Committee draws names of potential director
candidates from a number of sources, including recommendations by
shareholders. Please describe the procedures to be followed by shareholders
in submitting such recommendations. See Item 12(b)(iv) of Form N-1A.
Response: Due to recent changes in the ACVPII Board committee structure, the
registrant no longer has a separate Nominating Committee. However, the Corporate
Governance Committee has assumed responsibility for considering and recommending
director nominees. Accordingly, the description of the Corporate Governance
Committee's function will be revised as follows in the Rule 485(b) filing:
The Corporate Governance Committee reviews Board procedures and committee
structures. It also considers and recommends individuals for nomination as
directors. The names of potential director candidates may be drawn from a number
of sources, including recommendations from members of the board, management and
shareholders. However, the committee does not currently have procedures by which
shareholders may recommend nominees to the Board. The committee also may
recommend the creation of new committees, evaluate the membership structure of
new and existing committees, consider the frequency and duration of Board and
committee meetings and otherwise evaluate the responsibilities, processes,
resources, performance and compensation of the Board.
OTHER
In responding to your comments and pursuant to your request, we acknowledge
that: (i) the fund is responsible for the adequacy and accuracy of the
disclosure in the filings; (ii) staff comments or changes to disclosure in
response to staff comments in the filing reviewed by the staff do not foreclose
the Commission from taking any action with respect to the filing; and (iii) the
fund may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.
If you have any questions with regard to the above responses, please contact the
undersigned at kgn@americancentury.com or 816-340-3226.
Sincerely,
/s/ Kathleen Gunja Nelson
---------------------------------
Kathleen Gunja Nelson
Corporate Counsel
