AMERICAN CENTURY INVESTMENTS
4500 MAIN STREET
KANSAS CITY, MISSOURI 64111
January 25, 2006
VIA EDGAR
Ms. Alison White
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: American Century Variable Portfolios Fi. No. 811-5188 14A filed 12/20/05
Dear Ms. White:
Following are our responses to the comments you raised in your December 29,
2005, email with regard to the 14A filing by American Century Variable
Portfolios, Inc. ("ACVP"), filed on December 20, 2005. For your convenience, we
have restated each comment prior to our answer.
1. GENERAL: SCHEDULES II AND III. We are unable to locate Schedules II and
III. Please advise or revise. Also, please note that Schedule II should set out
both the number of shares outstanding AND the number of votes to which each
class is entitled. SEE Item 6(a) of Schedule 14A.
RESPONSE: Schedules I and II provide information as of the record date,
January 25, 2005. Accordingly, the definitive 14A filing to be filed on January
30, 2006, will include the both Schedules. Schedule II will set forth the number
of shares outstanding and the number of votes to which each class is entitled.
2. FEATURES OF THE PROPOSED MANAGEMENT AGREEMENT. Please clarify what the
differences are between the terms of the Agreement and the terms of the
management agreement pursuant to which the Advisor had been providing services
to the Fund.
RESPONSE: The definitive 14A will clarify that the terms of the management
agreement pursuant to which the Advisor has been providing services to the Fund
and the terms of the Agreement are substantially similar, except for the
effective date and the renewal date.
3. PROXY CARD. Please bold the statement that "I understand that if I sign
without otherwise marking this proxy, the shares represented by this proxy will
be voted as recommended by the Board of Directors." SEE ยง14a-4(b)(1) of
Regulation 14A.
RESPONSE: We have boldfaced the statement "I understand that if I sign
without otherwise marking this proxy, the shares represented by this proxy will
be voted as recommended by the Board of Directors." This change will be
reflected in the definitive 14A filing to be made on January 30, 2006.
Ms. Alison White
Securities and Exchange Commission
January 25, 2006
Page 2
4. TANDY COMMENT. 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 cn9@americancentury.com or 816-340-3335.
Sincerely,
/s/ Otis H. Cowan
-----------------------------------------
Otis H. Cowan
Assistant General Counsel
