POST-EFFECTIVE AMENDMENT NO. 45

485BPOS 1 pea45-2007.htm POST-EFFECTIVE AMENDMENT NO. 45 POST-EFFECTIVE AMENDMENT NO. 45


                       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. 45                                [X]

                                     and/or

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

     File No. 811-5188

     Amendment No. 45                                               [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 64111
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


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


         CHARLES A. ETHERINGTON, 4500 MAIN STREET, KANSAS CITY, MO 64111
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

        Approximate Date of Proposed Public Offering: May 1, 2007

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

     [ ] immediately upon filing pursuant to paragraph (b)
     [x] on May 1, 2007 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.








AMERICAN CENTURY INVESTMENTS

Prospectus

May 1, 2007

VP Balanced Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment
Services, Inc., Distributor

[american century investments logo and text logo]





Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

FUND PERFORMANCE HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . . . . . . . . . . . 6

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SHARE PRICE, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . . . . .13

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16


    [GRAPHIC OF TRIANGLE]

    THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT
    DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE
    OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

©2007 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.




AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth and current income by investing
approximately 60% of its assets in equity securities and the remainder in bonds
and other fixed-income securities.

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

For the equity portion of VP Balanced, the portfolio managers select stocks
primarily from the largest 1,500 publicly traded U.S. companies. For the
fixed-income portion of the fund, the portfolio managers invest in a diversified
portfolio of high-grade securities.

The fund's principal risks include

*  MARKET RISK - The value of the 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.

*  INTEREST RATE RISK - When interest rates change, the value of the fund's
   fixed-income securities will be affected.

*  CREDIT RISK - The value of the fund's debt securities will be affected
   adversely by any erosion in the ability of the issuers of these securities to
   make interest and principal payments as they become due.

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

*  PRINCIPAL LOSS - At any given time your shares may be worth less than the
   price you paid for them. In other words, it is possible to lose money by
   investing in the fund.

A more detailed description of the fund's investment strategy and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
6.

    [GRAPHIC OF TRIANGLE]

    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.


------
2


FUND PERFORMANCE HISTORY

Annual Total Returns(1)

The following bar chart shows the performance of the fund's Class I shares for
each of the last 10 calendar years. It indicates the volatility of the fund's
historical returns from year to year. Fees associated with your variable annuity
or variable life insurance contract are not reflected in the chart below. Had
they been included, returns presented below would have been lower.

VP BALANCED - CLASS I

(1) FROM OCTOBER 1, 1998 THROUGH NOVEMBER 16, 1998, ALL OR A PORTION OF VP
BALANCED'S MANAGEMENT FEE WAS WAIVED. AS A RESULT, THE FUND'S RETURNS ARE
HIGHER THAN THEY WOULD HAVE BEEN HAD THE WAIVER NOT BEEN IN EFFECT.

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

HIGHEST LOWEST
--------------------------------------------------------------------------------
VP Balanced 12.16% (2Q 1997) -8.79% (3Q 2002)
--------------------------------------------------------------------------------

------
3

Average Annual Total Returns

The following table shows the average annual total returns of the fund's Class I
shares for the periods indicated. The benchmarks are unmanaged indices that have
no operating costs and are included in the table for performance comparison. The
S&P 500® Index is viewed as a broad measure of U.S. stock performance. The
blended index combines two widely known indices in proportion to the asset mix
of the fund. Accordingly, 60% of the index is represented by the S&P 500 Index,
which reflects the approximately 60% of the fund's assets invested in stocks.
The old blended index's remaining 40% was represented by the Lehman Brothers
U.S. Aggregate Index, which reflects the roughly 40% of the fund's assets
invested in fixed-income securities. However, the new blended index's remaining
40% is represented by the Citigroup US Broad Investment-Grade (BIG) Bond Index.
The change in the blended index better represents the fund's portfolio
composition. The Citigroup US Broad Investment-Grade Bond Index is a
market-capitalization-weighted index that includes fixed-rate Treasury,
government-sponsored, mortgage, asset-backed, and investment-grade issues with a
maturity of one year or longer. The Lehman Brothers U.S. Aggregate Index
represents securities that are taxable, registered with the Securities and
Exchange Commission, and U.S. dollar-denominated. The index covers the U.S.
investment-grade fixed-rate bond market, with index components for government
and corporate securities, mortgage pass-through securities, and asset-backed
securities.

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
VP Balanced 9.62% 6.41% 6.57%
New Blended Index(1) 11.11% 6.00% 7.89%
(reflects no deduction for
fees, expenses or taxes)
Old Blended Index 11.11% 5.98% 7.88%
(reflects no deduction for
fees, expenses or taxes)
S&P 500(registered trademark) Index 15.79% 6.19% 8.42%
(reflects no deduction for
fees, expenses or taxes)
Citigroup US Broad Investment-Grade Bond Index(1) 4.33% 5.10% 6.26%
(reflects no deduction for
fees, expenses or taxes)
Lehman Brothers U.S. Aggregate Index 4.33% 5.06% 6.24%
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) IN SEPTEMBER 2006, THE FUND'S BLENDED INDEX CHANGED. THE OLD BLENDED
INDEX WAS REPRESENTED BY 60% OF THE S&P 500® INDEX AND THE REMAINING 40%
WAS REPRESENTED BY THE LEHMAN BROTHERS U.S. AGGREGATE INDEX. THE NEW
BLENDED INDEX IS REPRESENTED BY 60% OF THE S&P 500® INDEX AND THE
REMAINING 40% IS REPRESENTED BY THE CITIGROUP US BROAD INVESTMENT-GRADE
BOND INDEX. THE FUND'S INVESTMENT ADVISOR BELIEVES THIS INDEX BETTER
REPRESENTS THE FUND'S PORTFOLIO COMPOSITION.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.

------
4

FEES AND EXPENSES

The following table describes the fees and expenses you may pay if you buy and
hold shares of the fund. It only includes fees and expenses of the fund; it does
not include the fees and expenses associated with your variable annuity or
variable life insurance contract. Had they been included, fees and expenses
presented below would have been higher.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES EXPENSES(2) EXPENSES
--------------------------------------------------------------------------------
Class I 0.90% None 0.00% 0.90%
--------------------------------------------------------------------------------

(1) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. THE FEE SHOWN IS
BASED ON ASSETS DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A
STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S UNIFIED MANAGEMENT FEE RATE
GENERALLY DECREASES AS STRATEGY ASSETS INCREASE AND INCREASES AS STRATEGY
ASSETS DECREASE. FOR MORE INFORMATION ABOUT THE UNIFIED MANAGEMENT FEE,
INCLUDING AN EXPLANATION OF STRATEGY ASSETS, SEE The Investment Advisor
UNDER Management.

(2) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, INTEREST, AND FEES AND
EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF INVESTMENT IN
SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE EQUITY FUNDS OR
OTHER POOLED INVESTMENT VEHICLES, WERE LESS THAN 0.005% FOR THE MOST RECENT
FISCAL YEAR.

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds. They do
not include fees and expenses associated with your variable annuity or variable
life insurance contract. Had they been included, fees and expenses would have
been higher. Of course, your actual costs may be higher or lower. Assuming
you . . .

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class I $92 $286 $497 $1,104
--------------------------------------------------------------------------------

------
5

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks long-term capital growth and current income by investing
approximately 60% of its assets in equity securities and the remainder in bonds
and other fixed-income securities.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

For the equity portion of the fund's portfolio, the portfolio managers utilize
quantitative management techniques in a two-step process that draws heavily on
computer technology. In the first step, the portfolio managers rank stocks,
primarily the 1,500 largest publicly traded companies in the United States
(measured by the value of their stock), from most attractive to least
attractive. These rankings are determined by using a computer model that
combines measures of a stock's value, as well as measures of its growth
potential. To measure value, the managers use ratios of stock price-to-book
value and stock price-to-cash flow, among others. To measure growth, the
managers use the rate of growth of a company's earnings and changes in its
earnings estimates, as well as other factors.

In the second step, the managers use a technique called portfolio optimization.
In portfolio optimization, the managers use a computer to build a portfolio of
stocks from the ranking described above that they believe will provide the
optimal balance between risk and expected return. The goal is to create an
equity portfolio that provides better returns than the S&P 500® without taking
on significant additional risk.

The portfolio managers also consult the rankings described above when
determining whether to sell a particular security. As a security's ranking
falls, the portfolio managers will consider many factors in addition to the
computer-generated information for the security, including, among other things,
a security's price, whether a security's risk parameters outweigh its return
opportunities, general market conditions, and any other factors deemed relevant
by the portfolio manager.

The fixed-income portion of the fund's portfolio is invested primarily in a
diversified portfolio of high-grade government, corporate, asset-backed and
similar securities payable in U.S. currency. At least 80% of the fixed-income
assets will be invested in securities that are rated within the three highest
categories by a nationally recognized statistical rating organization. Up to 20%
of the fixed-income portion may be invested in securities rated in the fourth
category, and up to 15% may be invested in securities rated in the fifth
category. The rating category of a security will be determined at the time of
purchase. In the event a security is subsequently downgraded, the fund will not
be obligated to dispose of that security, but may continue to hold the security
if deemed appropriate by the portfolio managers. Under normal market conditions,
the WEIGHTED AVERAGE MATURITY for the fixed-income portfolio will be in the
three- to 10-year range.

[GRAPHIC OF TRIANGLE]

WEIGHTED AVERAGE MATURITY IS A TOOL THE PORTFOLIO MANAGERS USE
TO APPROXIMATE THE REMAINING TERM TO MATURITY OF A FUND'S INVESTMENT
PORTFOLIO. GENERALLY, THE LONGER A FUND'S WEIGHTED AVERAGE MATURITY, THE
MORE SENSITIVE IT IS TO CHANGES IN INTEREST RATES.

The portfolio managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the equity portion of the fund
essentially fully invested in stocks regardless of the movement of stock prices
generally. When the portfolio managers believe it is prudent, the fund may
invest a portion of its assets in foreign securities, short-term securities,
preferred stock and equity-equivalent securities,

------
6

such as convertible securities and nonleveraged futures contracts. The fund may
purchase mortgage-backed securities, on a when-issued or forward commitment
basis. These transactions may be executed using dollar rolls or other investment
techniques. 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 contracts 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.

The fund may invest in securities issued or guaranteed by the U.S. Treasury and
certain U.S. government agencies or instrumentalities such as the Government
National Mortgage Association (Ginnie Mae). Ginnie Mae is supported by the full
faith and credit of the U.S. government. Securities issued or guaranteed by
other U.S. government agencies or instrumentalities, such as the Federal
National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage
Corporation (Freddie Mac), and the Federal Home Loan Bank (FHLB) are not
guaranteed by the U.S. Treasury or supported by the full faith and credit of the
U.S. government. However, they are authorized to borrow from the U.S. Treasury
to meet their obligations.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The value of the fund's shares depends on the value of the stocks, bonds and
other securities it owns.

* The value of the individual equity 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.

* The value of the fund's fixed-income securities will be affected primarily
by rising or falling interest rates and the continued ability of the issuers
of these securities to make payments of interest and principal as they become
due.

Generally, when interest rates rise, the value of the fund's fixed-income
securities will decline. The opposite is true when interest rates decline. The
interest rate risk is higher for the fixed-income portion of the fund than for
funds that have a shorter-weighted average maturity, such as money market and
short-term bond funds.

The lower-rated bonds in which the fund may invest, BBB- and BB rated bonds,
contain some speculative characteristics. As a result, the fund has some credit
risk. Although their securities are considered investment-grade, issuers of
BBB-rated securities (and securities of similar quality) are more likely to have
problems making interest and principal payments than issuers of higher rated
securities. Issuers of BB-rated securities (and securities of similar quality)
are considered even more vulnerable to adverse business, financial or economic
conditions that could lead to difficulties in making timely payments of
principal and interest. Having these bonds in the fund's portfolio means the
fund's value may go down more if interest rates or other economic conditions
change than if the fund contained only higher-rated bonds.

[GRAPHIC OF TRIANGLE]

FIXED-INCOME SECURITIES ARE RATED BY NATIONALLY RECOGNIZED SECURITIES
RATING ORGANIZATIONS (SROS), SUCH AS MOODY'S AND STANDARD & POOR'S.
EACH SRO HAS ITS OWN SYSTEM FOR CLASSIFYING SECURITIES, BUT EACH TRIES
TO INDICATE A COMPANY'S ABILITY TO MAKE TIMELY PAYMENTS OF INTEREST AND
PRINCIPAL. A DETAILED DESCRIPTION OF SROS, THEIR RATINGS SYSTEMS AND
WHAT WE DO IF A SECURITY ISN'T RATED IS INCLUDED IN THE STATEMENT OF
ADDITIONAL INFORMATION.

------
7

Because the equity portion of the fund uses quantitative management techniques
to try to achieve a total return that exceeds the total return of the S&P 500®
Index, its performance will correlate to the index's performance. If the index
goes down, it is likely that the fund's performance will go down.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

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.

------
8

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 three-fourths of the directors are independent of the fund's advisor;
that is, they have never been employed by and have no financial interest in the
advisor or any of its affiliated companies (other than as shareholders of
American Century funds).

THE INVESTMENT ADVISOR

The fund's investment advisor is American Century Investment Management, Inc.
(the advisor). 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 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 daily net assets of each class of
shares of the fund. The amount of the fee is calculated daily and paid monthly
in arrears. Out of that fee, the advisor pays 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 fund's 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.

The rate of the fee is determined by applying a formula that takes into account
all of the advisor's assets under management in the fund's investment strategy
(strategy assets). Strategy assets include the assets of the fund as well as
certain assets of other clients of the advisor outside the American Century fund
family (such as subadvised funds and separate accounts) that use very similar
investment teams and strategies. The use of strategy assets, rather than fund
assets, in calculating the fund's fee rate could allow the fund to realize
scheduled cost savings more quickly. However, it is possible that the fund's
strategy assets will not include assets of other client accounts or that any
such assets may not be sufficient to result in a lower fee rate.

MANAGEMENT FEE PAID BY THE FUND TO THE ADVISOR
AS A PERCENTAGE OF AVERAGE NET ASSETS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2006 CLASS I
--------------------------------------------------------------------------------
VP Balanced Fund 0.90%
--------------------------------------------------------------------------------

A discussion regarding the basis for the Board of Directors' approval of the
fund's investment advisory contract with the advisor is available in the fund's
report to shareholders dated June 30, 2006.

------
9

THE FUND MANAGEMENT TEAM

The advisor uses teams of portfolio managers and analysts to manage funds. The
teams meet 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.

Equity Portion of VP Balanced

WILLIAM MARTIN

Mr. Martin, Senior Vice President and Senior Portfolio Manager, has been a
member of the team that manages the fund since May 1992. He joined American
Century in 1989 and became a portfolio manager in April 1991. He has a
bachelor's degree in economics from the University of Illinois and is a CFA
charterholder.

THOMAS P. VAIANA

Mr. Vaiana, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since February 2001. He joined American Century in
February 1997 and became a portfolio manager in August 2000. He has a bachelor's
degree in business finance from California State University.

FEI ZOU

Mr. Zou, Vice President, Portfolio Manager and Senior Quantitative Analyst, has
been a member of the team that manages the fund since he joined American Century
in September 2000 as a quantitative analyst. He became a senior quantitative
analyst in February 2003 and then became a portfolio manager in February 2004.
He has a master's degree in economics and a Ph.D. in finance from the University
of Texas - Austin.

Fixed-Income Portion of VP Balanced

G. DAVID MACEWEN

Mr. MacEwen, Chief Investment Officer - Fixed Income, has been a member of the
team that manages the fund since May 2001. He joined American Century in May
1991 as a portfolio manager. He has a bachelor's degree in economics from Boston
University and an MBA in finance from the University of Delaware.

ROBERT V. GAHAGAN

Mr. Gahagan, Senior Vice President and Senior Portfolio Manager, has been a
member of the team that manages the fund since December 2001. He joined American
Century in 1983 and became a portfolio manager in January 1991. He has a
bachelor's degree in economics and an MBA from the University of Missouri -
Kansas City.

JAMES F. KEEGAN

Mr. Keegan, Senior Vice President and Senior Portfolio Manager, has been a
member of the team that manages the fund since he joined American Century in
February 2006. Prior to joining American Century, he was Chief Investment
Officer with Westmoreland Capital Management, LLC from 2002 to 2003. He has a
bachelor's degree in business management from St. Francis College and an MBA
from Fordham University Graduate School of Business.

JEFFREY L. HOUSTON

Mr. Houston, Vice President and Senior Portfolio Manager, has been a member of
the team that manages the fund since June 1995. He joined American Century in
November 1990 and became a portfolio manager in 1994. He has a bachelor of arts
in history and political science from the University of Delaware and an MPA from
Syracuse University. He is a CFA charterholder.

------
10

ALEJANDRO H. AGUILAR

Mr. Aguilar, Vice President and Senior Portfolio Manager, has been a member of
the team that manages the fund since October 2003. He joined American Century in
October 2003 as a portfolio manager. Prior to joining American Century, he was
an investment officer with CalPERS from July 2002 to September 2003 and director
of portfolio management at TIAA-CREF from June 1994 to March 2002. He has a
bachelor's degree in economics from the University of California - Berkeley and
an MBA from the University of Michigan. He is a CFA charterholder.

BRIAN HOWELL

Mr. Howell, Vice President and Senior Portfolio Manager, has been a member of
the team that manages the fund since January 1999. He joined American Century in
1987 and became a portfolio manager in January 1996. He has a bachelor's degree
in mathematics/statistics and an MBA from the University of California -
Berkeley.

JOHN F. WALSH

Mr. Walsh, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since January 1999. He joined American Century in February
1996 and became a portfolio manager in September 1997. He has a bachelor's
degree in marketing from Loyola Marymount University and an MBA in finance from
Creighton University.

DAN SHIFFMAN

Mr. Shiffman, Vice President and Portfolio Manager, has been a member of the
team that manages the fund since February 2006. He joined American Century in
May 2004. Prior to joining American Century, he was an investment officer at
CalPERS from August 1996 to April 2004. He has a bachelor's degree in social
sciences from the University of California - Berkeley and an MBA from
Thunderbird, The Garvin School of International Management. He is a CFA
charterholder.

The statement of additional information provides additional information about
the other accounts managed by the portfolio managers, if any, the structure of
their compensation and their ownership of fund securities.

FUND PERFORMANCE

VP Balanced 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
shareholder approval. The Board of Directors and/or the advisor may change any
other policies and investment strategies.

------
11

FEES AND EXPENSES

The fees and expenses set forth herein are those of the fund only; for the fees
and expenses associated with your variable annuity or variable life insurance
contract, please consult your insurance product prospectus.

Because this fund is offered as an investment option under certain types of
insurance contracts, the insurance company offering the fund performs
recordkeeping and administrative services for fund shareholders that would
otherwise be performed by American Century's transfer agent. In some
circumstances, the advisor will pay the insurance company a fee for performing
those services. Also, the advisor or the fund's distributor may make payments
for various additional services or other expenses out of their past profits or
other available sources. Such payments may be made for one or more of the
following: (1) distribution services, which include expenses incurred by
intermediaries for their sales activities with respect to the fund, such as
preparing, printing and distributing sales literature and advertising materials
and compensating registered representatives or other employees of such
intermediary for their sales activities; (2) shareholder services, such as
providing individual and custom investment advisory services to clients of the
intermediary; and (3) marketing and promotional services, including business
planning assistance, educating personnel about the fund, and sponsorship of
sales meetings, which may include covering costs of providing speakers, meals
and other entertainment. The distributor may sponsor seminars and conferences
designed to educate intermediaries about the fund and may cover the expenses
associated with attendance at such meetings, including travel costs. These
payments and activities are intended to provide an incentive to intermediaries
to sell the fund by ensuring that they are educated about the fund, and to help
such intermediaries defray costs associated with offering the fund. The amount
of any payments described by this paragraph is determined by the advisor or the
distributor, and all such amounts are paid out of the available assets of the
advisor and distributor, and not by you or the fund. As a result, the total
expense ratio of the fund will not be affected by any such payments.

------
12

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.

We reserve the right to pay part or all of the proceeds for certain large
redemptions in readily marketable securities instead of cash. A description of
the requirements for large redemptions is included in the statement of
additional information.

ABUSIVE TRADING PRACTICES

Short-term trading and other so-called market timing practices are not defined
or explicitly prohibited by any federal or state law. However, short-term
trading and other abusive trading practices may disrupt portfolio management
strategies and harm fund performance. If the cumulative amount of short-term
trading activity is significant relative to a fund's net assets, the fund may
incur trading costs that are higher than necessary as securities are first
purchased then quickly sold to meet the redemption request. In such case, the
fund's performance could be negatively impacted by the increased trading costs
created by short-term trading if the additional trading costs are significant.

Because of the potentially harmful effects of abusive trading practices, the
fund's Board of Directors has approved American Century's abusive trading
policies and procedures, which are designed to reduce the frequency and effect
of these activities in our funds. These policies and procedures include
monitoring trading activity, imposing redemption fees on certain funds, and
using fair value pricing when current market prices are not readily available.
Although these efforts are designed to discourage abusive trading practices,
they cannot eliminate the possibility that such activity will occur. American
Century seeks to exercise its judgment in implementing these tools to the best
of its ability in a manner that it believes is consistent with shareholder
interests.

American Century's policies do not permit us to enter into arrangements with
fund shareholders that permit such shareholders to engage in frequent purchases
and redemptions of fund shares. However, 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.
Therefore, 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. There may be limitations on
the ability of insurance companies to impose restrictions on the trading
practices of their clients. As a result, American Century's ability to monitor
and discourage abusive trading practices in this fund may be limited.

------
13

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 to reject any specific investment (including a purchase by
exchange). Additionally, we may refuse a purchase if, in our judgment, it is of
a size that would disrupt the management of the fund.

RIGHT TO CHANGE POLICIES

We reserve the right to change any stated investment requirement, including
those that relate to purchases, exchanges and redemptions. We also may alter,
add or discontinue any service or privilege. Changes may affect all investors or
only those in certain classes or groups. In addition, from time to time we may
waive a policy on a case-by-case basis, as the advisor deems appropriate.

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of the
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. The fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

The fund values portfolio securities for which market quotations are readily
available at their market price. As a general rule, equity securities listed on
a U.S. exchange are valued at the last current reported sale price as of the
time of valuation. Securities listed on the NASDAQ National Market System
(Nasdaq) are valued at the Nasdaq Official Closing Price (NOCP), as determined
by Nasdaq, or lacking an NOCP, at the last current reported sale price as of the
time of valuation. The fund may use pricing services to assist in the
determination of market value. Unlisted securities for which market quotations
are readily available are valued at the last quoted sale price or the last
quoted ask price, as applicable, except that debt obligations with 60 days or
less remaining until maturity may be valued at amortized cost. Exchange-traded
options, futures and options on futures are valued at the settlement price as
determined by the appropriate clearing corporation.

If the fund determines that the market price for a portfolio security is not
readily available or that the valuation methods mentioned above do not reflect
the security's fair value, such security is valued at its fair value as
determined in good faith by, or in accordance with procedures adopted by, the
fund's board or its designee (a process referred to as "fair valuing" the
security). Circumstances that may cause the fund to fair value a security
include, but are not limited to:

* if, after the close of the foreign exchange on which a portfolio security
is principally traded, but before the close of the NYSE, an event occurs that
may materially affect the value of the security;

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

If such circumstances occur, the fund will fair value the security if the fair
valuation would materially impact the fund's NAV. While fair value
determinations involve judgments that are inherently subjective, these
determinations are made in good faith in accordance with procedures adopted by
the fund's board.

------
14

The effect of using fair value determinations is that the fund's NAV will be
based, to some degree, on security valuations that the board or its designee
believes are fair rather than being solely determined by the market.

With respect to any portion of the fund's assets that are invested in one or
more open-end management investment companies that are registered with the SEC
(known as registered investment companies, or RICs), the fund's NAV will be
calculated based upon the NAVs of such RICs. These RICs are required by law to
explain the circumstances under which they will use fair value pricing and the
effects of using fair value pricing in their prospectuses.

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

Trading of securities in foreign markets may not take place every day the NYSE
is open. Also, trading in some foreign markets and on some electronic trading
networks may take place on weekends or holidays when the fund's NAV is not
calculated. So, the value of the fund's portfolio may be affected on days when
you will not be able to purchase, exchange or redeem fund shares.

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 should not be subject to state or federal
income tax on amounts distributed. The distributions generally consist of
dividends and interest received by the fund, as well as CAPITAL GAINS realized
by the fund on the sale of its 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.

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS,
SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

You will participate in fund distributions, when they are declared, starting on
the next business 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
distributions received with your redemption proceeds. All distributions from the
fund will be invested in additional shares.

Provided that all shareholders agree, the fund may utilize the consent dividend
provision of Internal Revenue Code Section 565 which treats the income earned by
the fund as distributed to the shareholders as of the end of the taxable year.

TAXES

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

------
15

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The table on the next page itemizes what contributed to the changes in share
price during the most recently ended fiscal year. It also shows the changes in
share price for this period in comparison to changes over the last five fiscal
years.

On a per-share basis, the table includes as appropriate

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

The table also includes some key statistics for the period as appropriate

* TOTAL RETURN - the overall percentage of return of the fund, assuming the
reinvestment of all distributions

* EXPENSE RATIO - the operating expenses of the fund as a percentage of
average net assets

* NET INCOME RATIO - the net investment income of the fund as a percentage
of average net assets

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
that is replaced during the period

The Financial Highlights that follow have been audited by Deloitte & Touche LLP.
The fund's Report of Independent Registered Public Accounting Firm and the
financial statements are included in the fund's annual report, which is
available upon request.

------
16

VP BALANCED FUND
Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31
---------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
---------------------------------------------------------------------------------------------
PER-SHARE DATA
---------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $7.50 $7.28 $6.74 $5.81 $6.59
---------------------------------------------------------------------------------------------
Income From Investment Operations
--------------------------------------
Net Investment Income (Loss) 0.16 0.14 0.13 0.11 0.16
--------------------------------------
Net Realized and
Unrealized Gain (Loss) 0.51 0.21 0.52 0.98 (0.77)
---------------------------------------------------------------------------------------------
Total From Investment Operations 0.67 0.35 0.65 1.09 (0.61)
---------------------------------------------------------------------------------------------
Distributions
--------------------------------------
From Net Investment Income (0.15) (0.13) (0.11) (0.16) (0.17)
--------------------------------------
From Net Realized Gains (0.49) -(1) - - -
---------------------------------------------------------------------------------------------
Total Distributions (0.64) (0.13) (0.11) (0.16) (0.17)
---------------------------------------------------------------------------------------------
Net Asset Value, End of Period $7.53 $7.50 $7.28 $6.74 $5.81
=============================================================================================
TOTAL RETURN(2) 9.62% 4.93% 9.78% 19.46% (9.56)%

RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.90% 0.89% 0.90% 0.90% 0.90%
--------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 2.05% 1.86% 1.80% 1.85% 2.43%
--------------------------------------
Portfolio Turnover Rate 191% 191% 205% 142% 109%
--------------------------------------
Net Assets, End of Period
(in thousands) $197,802 $205,032 $220,449 $214,841 $181,445
---------------------------------------------------------------------------------------------

(1) PER SHARE AMOUNT WAS LESS THAN $0.005.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY.

------
17

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Annual and semiannual 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 the insurance company
from which you purchased the fund or American Century at the address or
telephone numbers listed below, or online at American Century's Investment
Professionals Web site at ipro.americancentury.com.

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 publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

This prospectus shall not constitute an offer to sell securities of the fund in
any state, territory, or other jurisdiction where the fund's shares have not
been registered or qualified for sale, unless such registration or qualification
is not required, or under any circumstances in which such offer or solicitation
would be unlawful.

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53383

AMERICAN CENTURY INVESTMENTS

Prospectus

May 1, 2007

VP Capital Appreciation Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment

Services, Inc., Distributor

[american century investments logo and text logo]

Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

FUND PERFORMANCE HISTORY. . . . . . . . . . . . . . . . . . . . . . . . . . . .3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

OBJECTIVES, STRATEGIES AND RISKS. . . . . . . . . . . . . . . . . . . . . . . .5

MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

SHARE PRICE, DISTRIBUTIONS AND TAXES. . . . . . . . . . . . . . . . . . . . . 11

FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY
INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks capital growth.

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

The portfolio managers look for stocks of medium-sized and smaller companies
they believe will increase in value over time, using an investment strategy
developed by American Century. In implementing this strategy, the portfolio
managers make their investment decisions based primarily on their analysis of
individual companies, rather than on broad economic forecasts. Management of the
fund is based on the belief that, over the long term, stock price movements
follow growth in earnings and revenues. The portfolio managers' principal
analytical technique involves the identification of companies with earnings and
revenues that are not only growing, but growing at an accelerating pace.

The fund's principal risks include

* GROWTH STOCKS - Investments in growth stocks may involve special risks and
their prices may fluctuate more dramatically than the overall stock market.

* MID CAP STOCKS - The fund invests in mid-sized and smaller companies which
may present greater opportunities for capital growth than larger companies,
but may be more volatile and subject to greater risk.

* FOREIGN SECURITIES - The fund may invest in foreign securities, which can
be riskier than investing in U.S. securities.

* IPO RISK - The fund's performance may be affected by investments in
initial public offerings.

* MARKET RISK - The value of the 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 the fund's shares may fluctuate
significantly in the short term.

* HIGH TURNOVER - The fund's PORTFOLIO TURNOVER may be unusually high. This
could result in relatively high commission costs, which could hurt the fund's
performance, and capital gains tax liabilities for the fund's shareholders.

[GRAPHIC OF TRIANGLE]

PORTFOLIO TURNOVER is a measure of how frequently a fund buys and sells
portfolio securities.

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
5.

[GRAPHIC OF TRIANGLE]

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.

------
2

FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the performance of the fund's Class I shares for
each of the last 10 calendar years. It indicates the volatility of the fund's
historical returns from year to year. Fees associated with your variable annuity
or variable life insurance contract are not reflected in the chart below. Had
they been included, returns presented below would have been lower.

VP CAPITAL APPRECIATION - CLASS I

The highest and lowest quarterly returns for the period reflected in the bar
chart are:

HIGHEST LOWEST
--------------------------------------------------------------------------------
VP Capital Appreciation 45.49% (4Q 1999) -23.84% (1Q 2001)
--------------------------------------------------------------------------------

Average Annual Total Returns

The following table shows the average annual total returns of the fund's Class I
shares for the periods indicated. The benchmark is an unmanaged index that has
no operating costs and is included in the table for performance comparison. The
Russell MidCap® Growth Index measures the performance of the 800 smallest of
the 1,000 largest publicly traded U.S. companies (based on market
capitalization) with higher price-to-book ratios and forecasted growth values.

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
VP Capital Appreciation 17.22% 7.88% 5.96%
Russell MidCap® Growth Index
(reflects no deduction for
fees, expenses or taxes) 10.66% 8.22% 8.62%
--------------------------------------------------------------------------------

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.

------
3

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES EXPENSES(2) EXPENSES
--------------------------------------------------------------------------------
Class I 1.00% None 0.00% 1.00%
--------------------------------------------------------------------------------

(1) The fund pays the advisor a single, unified management fee for
arranging all services necessary for the fund to operate. The fee shown is
based on assets during the fund's most recent fiscal year. The fund has a
stepped fee schedule. As a result, the fund's unified management fee rate
generally decreases as strategy assets increase and increases as strategy
assets decrease. For more information about the unified management fee,
including an explanation of strategy assets, see The Investment Advisor
under Management.

(2) Other expenses, which include the fees and expenses of the fund's
independent directors and their legal counsel, as well as interest, were
less than 0.005% for the most recent fiscal year.

EXAMPLE

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

------
4

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

This fund seeks capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The portfolio managers look for stocks of medium-sized and smaller companies
they believe will increase in value over time, using an investment strategy
developed by American Century. In implementing this strategy, the portfolio
managers use a bottom-up approach to stock selection. This means that the
managers make their investment decisions based primarily on their analysis of
individual companies, rather than on broad economic forecasts. Management of the
fund is based on the belief that, over the long term, stock price movements
follow growth in earnings and revenues.

Using American Century's extensive computer database, as well as other primary
analytical research tools, the portfolio managers track financial information
for thousands of individual companies to identify and evaluate trends in
earnings, revenues and other business fundamentals. The portfolio managers'
principal analytical technique involves the identification of companies with
earnings and revenues that are not only growing, but growing at an accelerating
pace. This includes companies whose growth rates, although still negative, are
less negative than prior periods, and companies whose growth rates are expected
to accelerate. These techniques help the portfolio managers buy or hold the
stocks of companies they believe have favorable growth prospects and sell the
stocks of companies whose characteristics no longer meet their criteria.

The fund will usually purchase common stocks of companies that are medium-sized
and smaller at the time of purchase, but it can purchase other types of
securities as well. When determining the size of a company, the portfolio
managers will consider, among other factors, the capitalization of the company
and the amount of revenues as well as other information they obtain about the
company.

Although the portfolio managers intend to invest the fund's assets primarily in
U.S. stocks, the fund may invest in securities of foreign companies, including
companies located in emerging markets. Investments in foreign securities present
some unique risks that are more fully described in the fund's statement of
additional information.

The portfolio 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 portfolio
managers believe it is prudent, the fund may invest a portion of its assets in
debt securities, options, preferred stock and equity-equivalent securities, such
as convertible securities, stock futures contracts or stock index futures
contracts. The fund generally limits its purchase of debt securities to
investment-grade obligations. 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 contracts 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.

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

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

------
5

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

Growth stocks are typically priced higher than other stocks, in relation to
earnings and other measures, because investors believe they have more growth
potential. This potential may or may not be realized and growth stock prices
tend to fluctuate more dramatically than the overall stock market.

The fund generally invests in medium-sized and smaller companies, which may be
more volatile and subject to greater short-term risk. Smaller companies may have
limited financial resources, product lines and markets, and their securities may
trade less frequently and in more limited volumes than securities of larger
companies. In addition, smaller companies may have less publicly available
information.

The portfolio 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 portfolio 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.

The fund's portfolio turnover may be unusually high. This could result in
relatively high commission costs, which could hurt the fund's performance, and
capital gains tax liabilities for the fund's shareholders.

Although the portfolio 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 the fund invests in foreign securities, the overall
risk of that fund could be affected.

Investing in securities of companies located in emerging market countries
generally is also riskier than investing in securities of companies located in
foreign developed countries. Emerging market countries may have unstable
governments and/or economies that are subject to sudden change. These changes
may be magnified by the countries' emergent financial markets, resulting in
significant volatility to investments in these countries. These countries also
may lack the legal, business and social framework to support securities markets.

The fund's performance also may be affected by investments in initial public
offerings (IPOs). The impact of IPOs on the fund's performance depends on the
strength of the IPO market and the size of the fund. IPOs may have less impact
on the fund's performance as its assets grow.

------
6

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 its losses may be
bigger than, other equity funds using different investment styles.

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.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
7

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 rate of the fee is determined by applying a formula that takes into account
all of the advisor's assets under management in the fund's investment strategy
(strategy assets). Strategy assets include the assets of the fund as well as
certain assets of other clients of the advisor outside the American Century fund
family (such as subadvised funds and separate accounts) that use very similar
investment teams and strategies. The use of strategy assets, rather than fund
assets, in calculating the fund's fee rate could allow the fund to realize
scheduled cost savings more quickly. However, the fund's strategy assets
currently do not include assets of other client accounts. In addition, if such
assets are acquired in the future, they may not be sufficient to result in a
lower fee rate.

MANAGEMENT FEE PAID
BY THE FUND TO THE
ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2006 CLASS I
--------------------------------------------------------------------------------
VP Capital Appreciation Fund 1.00%
--------------------------------------------------------------------------------

------
8

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

GLENN A. FOGLE

Mr. Fogle, Senior Vice President and Senior Portfolio Manager, rejoined the team
that manages the fund in February 2007. He joined American Century in September
1990 and became a portfolio manager in June 1993. He has a bachelor's degree in
business administration (management) and an MBA in finance from Texas Christian
University. He is a CFA charterholder.

DAVID M. HOLLOND

Mr. Hollond, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since February 2007. He joined American Century in 1998
and became a portfolio manager in March 2004. He has a bachelor's degree in
Russian and economics from Grinnell College, a master's degree in economics from
the University of Wisconsin, a master's degree in international studies from the
University of Pennsylvania and an MBA in finance from The Wharton School at the
University of Pennsylvania.

KURT R. STALZER

Mr. Stalzer, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since joining American Century in January 2000. He has a
BBA with a concentration in finance and accounting from the University of
Michigan - Dearborn.

FUNDAMENTAL INVESTMENT POLICIES

------
9

FEES AND EXPENSES

------
10

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

MODIFYING OR CANCELING AN INVESTMENT

------
11

RIGHT TO CHANGE POLICIES

SHARE PRICE

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

------
12

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK,
FROM THE TIME THE ASSETS ARE PURCHASED.

TAXES

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

------
13

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

On a per-share basis, the table includes as appropriate

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

The table also includes some key statistics for the period as appropriate

* TOTAL RETURN - the overall percentage of return of the fund, assuming the
reinvestment of all distributions

* EXPENSE RATIO - the operating expenses of the fund as a percentage of
average net assets

* NET INCOME RATIO - the net investment income of the fund as a percentage
of average net assets

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
that is replaced during the period

------
14

VP CAPITAL APPRECIATION FUND

Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

----------------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
----------------------------------------------------------------------------------------------------
PER-SHARE DATA
----------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $9.35 $7.66 $7.12 $5.91 $7.50
----------------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss) (0.04) (0.04) (0.04) (0.04) (0.04)
----------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.65 1.73 0.58 1.25 (1.55)
----------------------------------------------------------------------------------------------------
Total From Investment Operations 1.61 1.69 0.54 1.21 (1.59)
----------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.96 $9.35 $7.66 $7.12 $5.91
====================================================================================================
TOTAL RETURN(1) 17.22% 22.06% 7.58% 20.47% (21.20)%
----------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 1.00% 1.00% 1.00% 1.00%
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.37)% (0.46)% (0.57)% (0.58)% (0.55)%
----------------------------------------
Portfolio Turnover Rate 218% 223% 262% 150% 124%
----------------------------------------
Net Assets, End of Period
(in thousands) $339,885 $331,362 $264,652 $285,394 $260,897
----------------------------------------------------------------------------------------------------

(1) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY.

------
15

NOTES

------
16

NOTES

------
17

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 publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

This prospectus shall not constitute an offer to sell securities of the fund
in any state, territory, or other jurisdiction where the fund's shares have not
been registered or qualified for sale, unless such registration or qualification
is not required, or under any circumstances in which such offer or solicitation
would be unlawful.

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53384

AMERICAN CENTURY INVESTMENTS

Prospectus

May 1, 2007

VP Income & Growth Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment

Services, Inc., Distributor

[american century investments logo and text logo]

Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

FUND PERFORMANCE HISTORY. . . . . . . . . . . . . . . . . . . . . . . . . . . .3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

OBJECTIVES, STRATEGIES AND RISKS. . . . . . . . . . . . . . . . . . . . . . . .6

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .8

SHARE PRICE, DISTRIBUTIONS AND TAXES. . . . . . . . . . . . . . . . . . . . . 11

MULTIPLE CLASS INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 15

FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY
INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks capital growth by investing in common stocks. Income is a
secondary objective.

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

In selecting stocks for the fund, the portfolio managers select primarily from
the 1,500 largest publicly traded U.S. companies. The managers use quantitative
models to construct the portfolio of stocks for the fund.

The fund's principal risks include

* STYLE RISK - If the market is not favoring the quantitative style used by
the fund, the fund's gains may be less than, or its losses greater than,
other equity funds.

* BENCHMARK CORRELATION - The fund's performance will be tied to the
performance of its benchmark. If the fund's benchmark goes down, it is likely
that the fund's performance will go down.

* MARKET RISK - The value of the 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 the fund's shares may fluctuate
significantly in the short term.

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
6.

[GRAPHIC OF TRIANGLE]

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.

------
2

FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the performance of the fund's Class I shares for
each full calendar year in the life of the class. It indicates the volatility of
the fund's historical returns from year to year. Fees associated with your
variable annuity or variable life insurance contract are not reflected in the
chart below. Had they been included, returns presented below would have been
lower. The returns of the fund's other classes will differ from those shown in
the chart, depending on the expenses of those classes.

VP INCOME & GROWTH FUND - CLASS I

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

HIGHEST LOWEST
--------------------------------------------------------------------------------
VP Income & Growth 21.69% (4Q 1998) -17.07% (3Q 2002)
--------------------------------------------------------------------------------

Average Annual Total Returns

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Income & Growth 17.09% 7.62% 7.30%
S&P 500® Index 15.79% 6.19% 6.70%
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS I IS OCTOBER 30, 1997.

------
3

CLASS II
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Income & Growth 16.81% 8.60%
S&P 500® Index 15.79% 8.02%(2)
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS II IS MAY 1, 2002.

(2) SINCE APRIL 30, 2002, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

CLASS III
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Income & Growth 17.09% 11.59%
S&P 500® Index 15.79% 10.27%(2)
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS III IS JUNE 26, 2002.

(2) SINCE JUNE 27, 2002, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.

------
4

FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Class III shares have a 1% redemption fee for shares that are redeemed or
exchanged within 60 days of purchase. The redemption fee is charged as a
percentage of the amount redeemed or exchanged. For an explanation of other fees
that may be charged, see your separate account prospectus. Shares held more than
60 days are not subject to a redemption fee.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES(2) EXPENSES(3) EXPENSES
--------------------------------------------------------------------------------
Class I 0.70% None 0.00% 0.70%
--------------------------------------------------------------------------------
Class II 0.70% 0.25% 0.00% 0.95%
--------------------------------------------------------------------------------
Class III 0.70% None 0.00% 0.70%
--------------------------------------------------------------------------------

(2) THE 12B-1 FEE IS USED TO COMPENSATE INSURANCE COMPANIES FOR
DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE
Multiple Class Information AND Rule 12b-1 Fees, PAGE 15.

(3) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, INTEREST, AND FEES AND
EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF INVESTMENT IN
SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE EQUITY FUNDS OR
OTHER POOLED INVESTMENT VEHICLES, WERE LESS THAN 0.005% FOR THE MOST RECENT
FISCAL YEAR.

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds. They do
not include fees and expenses associated with your variable annuity or variable
life insurance contract. Had they been included, fees and expenses would have
been higher. Of course your actual costs may be higher or lower. Assuming you .
. .

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class I $71 $224 $389 $868
--------------------------------------------------------------------------------
Class II $97 $302 $524 $1,162
--------------------------------------------------------------------------------
Class III $71 $224 $389 $868
--------------------------------------------------------------------------------

------
5

OBJECTIVES, STRATEGIES AND RISKS

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks capital growth by investing in common stocks. Income is a
secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund's investment strategy utilizes quantitative management techniques in a
two-step process. In the first step, the portfolio managers rank stocks,
primarily the 1,500 largest publicly traded companies in the United States
(measured by the value of their stock) from most attractive to least attractive.
This is determined by using a quantitative model that combines measures of a
stock's value, as well as measures of its growth potential. To measure value,
the managers use ratios of stock price-to-book value and stock price-to-cash
flow, among others. To measure growth, the managers use the rate of growth of a
company's earnings and changes in its earnings estimates, as well as other
factors.

In the second step, the managers use a technique called portfolio optimization.
In portfolio optimization, the managers use a computer to build a portfolio of
stocks from the ranking described above that they believe will provide the
optimal balance between risk and expected return. The goal is to create a fund
that provides better returns than its benchmark without taking on significant
additional risk. In building the fund's portfolio, the portfolio managers also
attempt to create a dividend yield that will be greater than that of the S&P
500® Index.

The portfolio managers generally sell stocks from the fund's portfolio when they
believe:

* a stock becomes too expensive relative to other stock opportunities;

* a stock's risk parameters outweigh its return opportunity;

* more attractive alternatives are identified; or

* specific events alter a stock's prospects.

The portfolio 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 foreign
securities, debt securities, preferred stock, and equity-equivalent securities,
such as convertible securities, stock futures contracts or stock index futures
contracts. The fund limits its purchase of debt securities to investment-grade
obligations. 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 contracts 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.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

------
6

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE 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 quantitative style used by the fund and/or the stocks contained in the
fund's benchmark, the fund's gains may not be as big as, or its losses may be
bigger than, other equity funds using different investment styles.

Although current income is an objective for the fund, if the stocks that make up
its benchmark do not have a high dividend yield, then the fund's dividend yield
will not be high.

The fund's performance will be tied to the performance of its benchmark. If the
fund's benchmark goes down, it is likely the fund's performance will go down.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
7

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

MANAGEMENT FEE PAID
BY THE FUND TO THE
ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2006 CLASS I CLASS II CLASS III
--------------------------------------------------------------------------------
VP Income & Growth Fund 0.70% 0.70% 0.70%
--------------------------------------------------------------------------------

------
8

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

JOHN SCHNIEDWIND

Mr. Schniedwind, Chief Investment Officer - Quantitative Equity, has been a
member of the team that manages the fund since its inception in October 1997. He
joined American Century in October 1982 and became a portfolio manager in June
1997. He has a bachelor's and master's degree in industrial engineering from
Purdue University and an MBA in finance from the University of
California-Berkeley. He is a CFA charterholder.

KURT BORGWARDT

Mr. Borgwardt, Senior Vice President and Senior Portfolio Manager, has been a
member of the team that manages the fund since its inception in October 1997. He
joined American Century in August 1990 and became a portfolio manager in March
1998. He has a bachelor's degree in English literature from Stanford University
and an MBA with a specialization in finance from the University of Chicago. He
is a CFA charterholder.

ZILI ZHANG

Mr. Zhang, Senior Vice President, Portfolio Manager and Director of Quantitative
Research, has been a member of the team that manages the fund since its
inception in October 1997. He joined American Century in October 1995 and became
a portfolio manager in February 2002. He has a bachelor's degree in physics from
University of Science and Technology of China and a Ph.D. in theoretical physics
from the University of Texas at Austin.

LYNETTE PANG

Ms. Pang, Portfolio Manager, has been a member of the team that manages the fund
since September 2005. She joined American Century in July 1997 as an associate
quantitative analyst and became a portfolio manager in February 2006. She has a
bachelor's degree in agricultural and managerial economics from the University
of California, Davis. She is a CFA charterholder.

FUND PERFORMANCE

The fund 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.

------
9

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
shareholder approval. The Board of Directors and/or the advisor may change any
other policies and investment strategies.

FEES AND EXPENSES

------
10

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 unless your shares are redeemed or exchanged within 60 days
after your purchase, as described below. In addition, 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.

If you redeem or exchange your Class III shares of the fund within 60 days of
their purchase, you will pay a redemption fee of 1% of the value of the shares
redeemed or exchanged. The redemption fee does not apply to shares purchased
through reinvested distributions (dividends and capital gains). The redemption
fee is retained by the fund and helps cover transaction fees and other costs
that long-term investors may bear due to short-term trading.

ABUSIVE TRADING PRACTICES

------
11

American Century's policies do not permit us to enter into arrangements with
fund shareholders that permit such shareholders to engage in frequent purchases
and redemptions of fund shares. However, 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.
Therefore, 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. As a heightened measure for
the fund, the board has approved the imposition of a redemption fee for
redemption of shares within a specified number of days of purchase for Class III
shares. See SHAREHOLDER FEES, page 5, for a complete description of the
redemption fee applicable to the fund. There may be limitations on the ability
of insurance companies to impose restrictions on the trading practices of their
clients. As a result, American Century's ability to monitor and discourage
abusive trading practices in this fund may be limited.

MODIFYING OR CANCELING AN INVESTMENT

RIGHT TO CHANGE POLICIES

SHARE PRICE

------
12

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK,
FROM THE TIME THE ASSETS ARE PURCHASED.

------
13

TAXES

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

------
14

MULTIPLE CLASS INFORMATION

American Century offers three classes of the fund: Class I, Class II and Class
III. All classes are offered exclusively to insurance companies to fund their
obligations under the variable annuity and variable life contracts purchased by
their clients.

Class I and Class III have the same fees and expenses, with one exception. Class
III shares have a 1% redemption fee for shares that are redeemed or exchanged
within 60 days of purchase. Class II shares have different fees and expenses.
The difference in the fee structures between the classes is the result of their
separate arrangements for distribution services. It is not the result of any
difference in advisory or custodial fees or other expenses related to the
management of the fund's assets, which do not vary by class. Different fees and
expenses will affect performance.

Except as described below, all classes of shares of the fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences between the classes are (a) each class may be
subject to different expenses specific to that class; (b) each class has a
different identifying designation or name; (c) each class has exclusive voting
rights with respect to matters solely affecting that class; and (d) each class
may have different exchange privileges.

Rule 12b-1 Fees

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay certain expenses associated with the distribution of their shares out of
fund assets. The fund's Class II shares have a 12b-1 plan. Under the plan, the
fund's Class II pays the distributor an annual fee of 0.25% of Class II average
net assets for distribution services, including past distribution services. The
distributor pays all or a portion of such fees to the insurance companies that
make Class II shares available. Because these fees are used to pay for services
that are not related to prospective sales of the fund, the class will continue
to make payments under its plan even if it is closed to new investors. Because
these fees are paid out of the fund's assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges. For additional information about the plan
and its terms, see MULTIPLE CLASS STRUCTURE in the statement of additional
information.

------
15

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages itemize what contributed to the changes in
share price during the most recently ended fiscal year. They also show the
changes in share price for this period in comparison to changes over the last
five fiscal years (or a shorter period if the share class is not five years
old).

On a per-share basis, each table includes as appropriate

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

Each table also includes some key statistics for the period as appropriate

* TOTAL RETURN - the overall percentage of return of the fund, assuming the
reinvestment of all distributions

* EXPENSE RATIO - the operating expenses of the fund as a percentage of
average net assets

* NET INCOME RATIO - the net investment income of the fund as a percentage
of average net assets

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
that is replaced during the period

------
16

VP INCOME & GROWTH FUND

Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

---------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
---------------------------------------------------------------------------------------------
PER-SHARE DATA
---------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $7.51 $7.32 $6.57 $5.16 $6.46
---------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(1) 0.14 0.13 0.14 0.10 0.08
----------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.12 0.20 0.71 1.38 (1.32)
---------------------------------------------------------------------------------------------
Total From Investment Operations 1.26 0.33 0.85 1.48 (1.24)
---------------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income (0.14) (0.14) (0.10) (0.07) (0.06)
---------------------------------------------------------------------------------------------
Net Asset Value, End of Period $8.63 $7.51 $7.32 $6.57 $5.16
=============================================================================================
TOTAL RETURN(2) 17.09% 4.63% 12.99% 29.35% (19.37)%
---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.70% 0.70% 0.70% 0.70% 0.70%
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 1.75% 1.81% 2.08% 1.78% 1.32%
----------------------------------------
Portfolio Turnover Rate 63% 76% 75% 71% 72%
----------------------------------------
Net Assets, End of Period
(in thousands) $615,658 $772,330 $805,904 $826,785 $614,424
---------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY. THE TOTAL RETURN OF THE CLASSES MAY NOT
PRECISELY REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF
CALCULATING THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES
WERE CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD
MORE CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET
ASSET VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC
GUIDELINES AND DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE
CLASS AND ANOTHER.

------
17

VP INCOME & GROWTH FUND

Class II

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

--------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002(1)
--------------------------------------------------------------------------------------------
PER-SHARE DATA
--------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $7.50 $7.30 $6.56 $5.15 $6.22
--------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(2) 0.12 0.11 0.13 0.09 0.05
----------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.12 0.22 0.69 1.39 (1.12)
--------------------------------------------------------------------------------------------
Total From Investment Operations 1.24 0.33 0.82 1.48 (1.07)
--------------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income (0.12) (0.13) (0.08) (0.07) -
--------------------------------------------------------------------------------------------
Net Asset Value, End of Period $8.62 $7.50 $7.30 $6.56 $5.15
============================================================================================
TOTAL RETURN(3) 16.81% 4.52% 12.57% 29.19% (17.20)%
--------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.95% 0.95% 0.95% 0.95% 0.95%(4)
----------------------------------------
Ratio of Net Investment Income (Loss)
to Average Net Assets 1.50% 1.56% 1.83% 1.53% 1.42%(4)
----------------------------------------
Portfolio Turnover Rate 63% 76% 75% 71% 72%(5)
----------------------------------------
Net Assets, End of Period
(in thousands) $27,778 $27,857 $25,218 $14,370 $1,533
--------------------------------------------------------------------------------------------

(1) MAY 1, 2002 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY
REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING
THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE
CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE
CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET
VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND
DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(4) ANNUALIZED.

(5) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2002.

------
18

VP INCOME & GROWTH FUND

Class III

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

---------------------------------------------------------------------------------------
2006 2005 2004 2003 2002(1)
---------------------------------------------------------------------------------------
PER-SHARE DATA
---------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $7.51 $7.32 $6.57 $5.16 $5.63
---------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(2) 0.13 0.13 0.15 0.11 0.04
----------------------------------------
Net Realized and
Unrealized Gain (Loss) 1.13 0.20 0.70 1.37 (0.51)
---------------------------------------------------------------------------------------
Total From Investment Operations 1.26 0.33 0.85 1.48 (0.47)
---------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income (0.14) (0.14) (0.10) (0.07) -
---------------------------------------------------------------------------------------
Net Asset Value, End of Period $8.63 $7.51 $7.32 $6.57 $5.16
=======================================================================================
TOTAL RETURN(3) 17.09% 4.63% 12.99% 29.35% (8.35)%
---------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.70% 0.70% 0.70% 0.70% 0.70%(4)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 1.75% 1.81% 2.08% 1.75% 1.63%(4)
----------------------------------------
Portfolio Turnover Rate 63% 76% 75% 71% 72%(5)
----------------------------------------
Net Assets, End of Period
(in thousands) $9,838 $5,601 $3,683 $1,669 $376
---------------------------------------------------------------------------------------

(1) JUNE 26, 2002 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(4) ANNUALIZED.

(5) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2002.

------
19

NOTES

------
20

NOTES

------
21

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 publicinfo@sec.gov
BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

This prospectus shall not constitute an offer to sell securities of the fund
in any state, territory, or other jurisdiction where the fund's shares have not
been registered or qualified for sale, unless such registration or qualification
is not required, or under any circumstances in which such offer or solicitation
would be unlawful.

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS

P.O. Box 419786

Kansas City, Missouri 64141-6786

1-800-378-9878 or 816-531-5575

0705
SH-PRS-53386

AMERICAN CENTURY INVESTMENTS

Prospectus

May 1, 2007

VP International Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment
Services, Inc., Distributor

[american century investments logo and text logo]

Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . .2

FUND PERFORMANCE HISTORY . . . . . . . . . . . . . . . . . 3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . .5

OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . 6

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . 9

SHARE PRICE, DISTRIBUTIONS AND TAXES . . . . . . . . . . .12

MULTIPLE CLASS INFORMATION . . . . . . . . . . . . . . . .15

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . .16

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT
DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE
OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

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 invests primarily in securities of companies located in at least three
developed countries world-wide (excluding the United States). The portfolio
managers look for stocks of companies they believe will increase in value over
time, using an investment strategy developed by American Century. In
implementing this strategy, the portfolio managers make their investment
decisions based primarily on their analysis of individual companies, rather than
on broad economic forecasts. Management of the fund is based on the belief that,
over the long term, stock price movements follow growth in earnings, revenues
and/or cash flow. The portfolio managers use a variety of analytical research
tools and techniques to identify the stocks of companies that meet their
investment criteria. Under normal market conditions, the fund's portfolio will
primarily consist of securities of companies whose earnings or revenues are not
only growing, but growing at an accelerating pace.

The fund's principal risks include

* FOREIGN RISK - The fund invests primarily in foreign securities, which are
generally riskier than U.S. securities. As a result, the fund is subject to
foreign risk, meaning that political events (such as civil unrest, national
elections and imposition of exchange controls), social and economic events
(such as labor strikes and 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 generally invests in securities
denominated in foreign currencies, the fund is subject to currency risk,
meaning that the fund could experience gains or losses based solely on
changes in the exchange rate between foreign currencies and the U.S. dollar.

* EMERGING MARKET RISK - Investing in securities of companies located in
emerging market countries generally is also riskier than investing in
securities of companies located in foreign developed countries. Emerging
market countries may have unstable governments and/or economies that are
subject to sudden change. These changes may be magnified by the countries'
emergent financial markets, resulting in significant volatility to
investments in these countries. These countries also may lack the legal,
business and social framework to support securities markets.

* GROWTH STOCKS - Investments in growth stocks may involve special risks and
their prices may fluctuate more dramatically than the overall stock market.

* MARKET RISK - The value of the 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 the fund's shares may fluctuate
significantly in the short term.

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
6.

[GRAPHIC OF TRIANGLE]

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.

------
2

FUND PERFORMANCE HISTORY

Annual Total Returns

VP INTERNATIONAL - CLASS I(1)

(1) FROM OCTOBER 1, 1998 THROUGH NOVEMBER 16, 1998, ALL OR A PORTION OF VP
INTERNATIONAL'S MANAGEMENT FEE WAS WAIVED. AS A RESULT, THE FUND'S RETURNS
ARE HIGHER THAN THEY WOULD HAVE BEEN HAD THE WAIVER NOT BEEN IN EFFECT.

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

HIGHEST LOWEST
--------------------------------------------------------------------------------
VP International 47.58% (4Q 1999) -19.68% (3Q 2002)
--------------------------------------------------------------------------------

Average Annual Total Returns

The following tables show the average annual total returns of the fund's classes
for the periods indicated. The benchmarks are unmanaged indices that have no
operating costs and are included in the table for performance comparison. The
MSCI EAFE Index is designed to measure developed market equity performance,
excluding the U.S. and Canada. The MSCI EAFE Growth Index monitors the
performance of growth stocks from Europe, Australasia and the Far East.

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
VP International(1) 25.03% 10.03% 8.18%
MSCI EAFE Index 26.34% 14.98% 7.71%
(reflects no deduction for
fees, expenses or taxes)
MSCI EAFE Growth Index 22.32% 12.27% 5.07%
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

------
3

CLASS II LIFE OF
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS CLASS(1)
-------------------------------------------------------------------------------
VP International 24.74% 9.85% 7.48%
MSCI EAFE Index 26.34% 14.98% 12.39%(2)
(reflects no deduction for
fees, expenses or taxes)
MSCI EAFE Growth Index 22.32% 12.27% 10.23%(2)
(reflects no deduction for
fees, expenses or taxes)
-------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS II IS AUGUST 15, 2001. ONLY CLASSES WITH
PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF CLASS.

(2) SINCE JULY 31, 2001, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

CLASS III
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP International 25.03% 11.24%
MSCI EAFE Index 26.34% 15.84%(2)
(reflects no deduction for
fees, expenses or taxes)
MSCI EAFE Growth Index 22.32% 13.19%(2)
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS III IS MAY 2, 2002. ONLY CLASSES WITH
PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF CLASS.

(2) SINCE APRIL 30, 2002, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

CLASS IV
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP International 24.86% 19.37%
MSCI EAFE Index 26.34% 21.78%(2)
(reflects no deduction for
fees, expenses or taxes)
MSCI EAFE Growth Index 22.32% 18.91%(2)
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS IV IS MAY 3, 2004. ONLY CLASSES WITH
PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF CLASS.

(2) SINCE APRIL 30, 2004, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.

------
4

FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Class III and Class IV shares have a 1% redemption fee for shares that are
redeemed or exchanged within 60 days of purchase. The redemption fee is charged
as a percentage of the amount redeemed or exchanged. For an explanation of other
fees that may be charged, see your separate account prospectus.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES(2) EXPENSES(3) EXPENSES
--------------------------------------------------------------------------------
Class I 1.23% None 0.00% 1.23%
--------------------------------------------------------------------------------
Class II 1.13% 0.25% 0.00% 1.38%
--------------------------------------------------------------------------------
Class III 1.23% None 0.00% 1.23%
--------------------------------------------------------------------------------
Class IV 1.13% 0.25% 0.00% 1.38%
--------------------------------------------------------------------------------

(2) THE 12B-1 FEE IS USED TO COMPENSATE INSURANCE COMPANIES FOR
DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE
Multiple Class Information AND Rule 12b-1 Fees, PAGE 15.

EXAMPLE

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class I $125 $389 $673 $1,480
--------------------------------------------------------------------------------
Class II $140 $435 $751 $1,647
--------------------------------------------------------------------------------
Class III $125 $389 $673 $1,480
--------------------------------------------------------------------------------
Class IV $140 $435 $751 $1,647
--------------------------------------------------------------------------------

------
5

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund's assets will be primarily invested in EQUITY SECURITIES of companies
located in at least three developed countries (excluding the United States).

[GRAPHIC OF TRIANGLE]

EQUITY SECURITIES INCLUDE COMMON STOCK, PREFERRED STOCK, AND
EQUITY-EQUIVALENT SECURITIES, SUCH AS SECURITIES CONVERTIBLE INTO
COMMON STOCK, STOCK FUTURES CONTRACTS OR STOCK INDEX FUTURES CONTRACTS.

The portfolio managers look for stocks of companies they believe will increase
in value over time, using an investment strategy developed by American Century.
In implementing this strategy, the portfolio managers use a bottom-up approach
to stock selection. This means that the managers make their investment decisions
based primarily on their analysis of individual companies, rather than on broad
economic forecasts. Management of the fund is based on the belief that, over the
long term, stock price movements follow growth in earnings, revenues and/or cash
flow.

Using American Century's extensive computer database, as well as other primary
analytical research tools, the portfolio managers track financial information
for individual companies to identify and evaluate trends in earnings, revenues
and other business fundamentals. Under normal market conditions, the fund's
portfolio will primarily consist of securities of companies whose earnings or
revenues are not only growing, but growing at an accelerating pace. This
includes companies whose growth rates, although still negative, are less
negative than prior periods, and companies whose growth rates are expected to
accelerate. Other analytical techniques help identify additional signs of
business improvement, such as increasing cash flows, or other indications of the
relative strength of a company's business. These techniques help the portfolio
managers buy or hold the stocks of companies they believe have favorable growth
prospects and sell the stocks of companies whose characteristics no longer meet
their criteria.

In addition to locating strong companies with earnings and revenue growth, the
portfolio 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 portfolio 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 portfolio 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. However, the fund
can purchase other types of securities as well, such as forward currency
exchange contracts, notes, bonds and other debt securities of companies, and
obligations of domestic or foreign governments and their agencies.

------
6

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 contracts 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.

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, denominated in U.S. dollars
or another currency. To the extent the fund assumes a defensive position,
however, it will not be pursuing its objective of capital growth.

In determining where a company is located, the portfolio managers will consider
various factors, including where the company is headquartered, where the
company's principal operations are located, where the company's revenues are
derived, where the principal trading market is located and the country in which
the company was legally organized. The weight given to each of these factors
will vary depending on the circumstances in a given case.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

Investing in foreign securities has certain unique risks that make it generally
riskier than investing in U.S. securities. 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, investments in foreign countries are subject to currency risk,
meaning that because the fund's investments are generally denominated in foreign
currencies, the fund could experience gains or losses based solely on changes in
the exchange rate between foreign currencies and the U.S. dollar.

Investing in securities of companies located in EMERGING MARKET countries
generally is also riskier than investing in securities of companies located in
foreign developed countries.

[GRAPHIC OF TRIANGLE]

THE FUND CONSIDERS A SECURITY TO BE AN EMERGING MARKETS SECURITY IF ITS
ISSUER IS LOCATED OUTSIDE THE FOLLOWING LIST OF DEVELOPED COUNTRIES:
AUSTRALIA, AUSTRIA, BELGIUM, BERMUDA, CANADA, DENMARK, FINLAND, FRANCE,
GERMANY, GREECE, HONG KONG, IRELAND, ITALY, JAPAN, LUXEMBOURG, THE
NETHERLANDS, NEW ZEALAND, NORWAY, PORTUGAL, SINGAPORE, SPAIN, SWEDEN,
SWITZERLAND, THE UNITED KINGDOM AND THE UNITED STATES.

Emerging market countries may have unstable governments and/or economies that
are subject to sudden change. These changes may be magnified by the countries'
emergent financial markets, resulting in significant volatility to investments
in these countries. These countries also may lack the legal, business and social
framework to support securities markets.

------
7

The portfolio managers may buy a large amount of a company's stock quickly, and
may 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.

The fund's performance also may be affected by investments in initial public
offerings (IPOs). The impact of IPOs on a fund's performance depends on the
strength of the IPO market and the size of the fund. IPOs may have less impact
on a fund's performance as its assets grow.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
8

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 Global Investment Management,
Inc. (ACGIM or the advisor). The advisor has been managing mutual funds since
January 2005 and is headquartered at 666 3rd Avenue, 23rd Floor, New York, New
York 10017.

The advisor is responsible for managing the investment portfolio 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 hired American Century Investment Management,
Inc. (ACIM) to make the day-to-day investment decisions for the cash portion of
the fund. ACIM performs this function under the supervision of the advisor and
the fund's Board of Directors. ACIM has been managing mutual funds since 1958
and is headquartered at 4500 Main Street, Kansas City, Missouri 64111.

MANAGEMENT FEES PAID
BY THE FUND TO THE ADVISOR
AS A PERCENTAGE OF AVERAGE
NET ASSETS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2006 CLASS I CLASS II CLASS III CLASS IV
--------------------------------------------------------------------------------
VP International 1.23% 1.13% 1.23% 1.13%
--------------------------------------------------------------------------------

------
9

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

ALEXANDER TEDDER

Mr. Tedder, Vice President and Senior Portfolio Manager, has been a member of
the team that manages the fund since joining American Century in July 2006.
Prior to joining American Century, he was an advisor for Henderson Group, Ltd.
from December 2005 to March 2006, and managing director at Deutsche Bank from
October 1994 to October 2005. He has an A/S in mathematics, history and
economics from Winchester College in Winchester, United Kingdom and an MA in
economics and business administration from the University of Freiburg in
Freiburg, Switzerland.

KEITH CREVELING

Mr. Creveling, Vice President and Portfolio Manager, has been a member of the
team that manages the fund since April 2002. He joined American Century in
October 1999 and became a portfolio manager in April 2002. He has a bachelor's
degree in accounting from Drexel University and an MBA from the Stern School of
Business, New York University. He is a CFA charterholder.

FUND PERFORMANCE

VP International 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

------
10

FEES AND EXPENSES

------
11

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 unless your shares are redeemed or exchanged within 60 days
after your purchase, as described below. In addition, 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.

If you redeem or exchange your Class III or Class IV shares of the fund within
60 days of their purchase, you will pay a redemption fee of 1% of the value of
the shares redeemed or exchanged. The redemption fee does not apply to shares
purchased through reinvested distributions (dividends and capital gains). The
redemption fee is retained by the fund and helps cover transaction fees and
other costs that long-term investors may bear due to short-term trading.

ABUSIVE TRADING PRACTICES

American Century's policies do not permit us to enter into arrangements with
fund shareholders that permit such shareholders to engage in frequent purchases
and redemptions of fund shares. However, 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.
Therefore, 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. As a heightened measure for
the fund, the board has approved the imposition of a redemption fee for
redemption of shares within a specified number of days of purchase for Class III
and Class IV shares. See SHAREHOLDER FEES, page 5, for a complete description of
the redemption fee applicable to the fund. There may be limitations on the
ability of insurance

------
12

companies to impose restrictions on the trading practices of their clients. As a
result, American Century's ability to monitor and discourage abusive trading
practices in this fund may be limited.

MODIFYING OR CANCELING AN INVESTMENT

RIGHT TO CHANGE POLICIES

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of each
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. A fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

------
13

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[GAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS,
SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

TAXES

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

------
14

MULTIPLE CLASS INFORMATION

American Century offers four classes of the fund: Class I, Class II, Class III
and Class IV. All classes are offered exclusively to insurance companies to fund
their obligations under the variable annuity and variable life contracts
purchased by their clients.

The classes have different fees and expenses. The difference in the fee
structures between the classes is the result of their separate arrangements for
distribution services and/or redemption fees. It is not the result of any
difference in advisory or custodial fees or other expenses related to the
management of the fund's assets, which do not vary by class. Different fees and
expenses will affect performance.

RULE 12B-1 FEES

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay certain expenses associated with the distribution of their shares out of
fund assets. The fund's Class II and Class IV shares have a 12b-1 plan. Under
the plan, the fund's Class II and Class IV pay the distributor an annual fee of
0.25% of Class II and Class IV average net assets for distribution services,
including past distribution services. The distributor pays all or a portion of
such fees to the insurance companies that make Class II and Class IV shares
available. Because these fees are used to pay for services that are not related
to prospective sales of the fund, the class will continue to make payments under
its plan even if it is closed to new investors. Because these fees are paid out
of the fund's assets on an ongoing basis, over time these fees will increase the
cost of your investment and may cost you more than paying other types of sales
charges. For additional information about the plan and its terms, see MULTIPLE
CLASS STRUCTURE in the statement of additional information.

------
15

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

On a per-share basis, each table includes as appropriate

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

Each table also includes some key statistics for the period as appropriate

* TOTAL RETURN - the overall percentage of return of the fund, assuming the
reinvestment of all distributions

* EXPENSE RATIO - the operating expenses of the fund as a percentage of
average net assets

* NET INCOME RATIO - the net investment income of the fund as a percentage
of average net assets

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
that is replaced during the period

------
16

VP INTERNATIONAL FUND
Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31
------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
------------------------------------------------------------------------------------------
PER-SHARE DATA
------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.23 $7.35 $6.43 $5.21 $6.59
------------------------------------------------------------------------------------------
Income From Investment Operations
-------------------------------------
Net Investment Income (Loss)(1) 0.05 0.09 0.04 0.04 0.05
-------------------------------------
Net Realized and 1.98 0.88 0.92 1.22 (1.38)
Unrealized Gain (Loss)
------------------------------------------------------------------------------------------
Total From Investment Operations 2.03 0.97 0.96 1.26 (1.33)
------------------------------------------------------------------------------------------
Distributions
-------------------------------------
From Net Investment Income (0.14) (0.09) (0.04) (0.04) (0.05)
------------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.12 $8.23 $7.35 $6.43 $5.21
==========================================================================================
TOTAL RETURN(2) 25.03% 13.25% 14.92% 24.51% (20.37)%

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.23% 1.23% 1.27% 1.34% 1.31%
-------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 0.57% 1.15% 0.59% 0.67% 0.77%
-------------------------------------
Portfolio Turnover Rate 98% 97% 120% 185% 247%
-------------------------------------
Net Assets, End of Period
(in thousands) $620,235 $558,013 $537,982 $512,814 $449,026
------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

------
17

VP INTERNATIONAL FUND
Class II

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31
------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
------------------------------------------------------------------------------------------
PER-SHARE DATA
------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.22 $7.34 $6.42 $5.20 $6.59
------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(1) 0.04 0.07 0.02 0.01 0.03
----------------------------------------
Net Realized and 1.97 0.88 0.93 1.24 (1.38)
Unrealized Gain (Loss)
------------------------------------------------------------------------------------------
Total From Investment Operations 2.01 0.95 0.95 1.25 (1.35)
------------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income (0.13) (0.07) (0.03) (0.03) (0.04)
------------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.10 $8.22 $7.34 $6.42 $5.20
==========================================================================================
TOTAL RETURN(2) 24.74% 13.11% 14.77% 24.36% (20.57)%

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.38% 1.38% 1.42% 1.49% 1.47%
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 0.42% 1.00% 0.44% 0.52% 0.61%
----------------------------------------
Portfolio Turnover Rate 98% 97% 120% 185% 247%
----------------------------------------
Net Assets, End of Period
(in thousands) $160,914 $123,337 $81,773 $44,556 $16,711
------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

------
18

VP INTERNATIONAL FUND
Class III

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)
------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002(1)
------------------------------------------------------------------------------------------
PER-SHARE DATA
------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.23 $7.36 $6.43 $5.21 $6.42
------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(2) 0.05 0.09 0.04 0.04 0.01
----------------------------------------
Net Realized and 1.98 0.87 0.93 1.22 (1.22)
Unrealized Gain (Loss)
------------------------------------------------------------------------------------------
Total From Investment Operations 2.03 0.96 0.97 1.26 (1.21)
------------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income (0.14) (0.09) (0.04) (0.04) -
------------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.12 $8.23 $7.36 $6.43 $5.21
==========================================================================================
TOTAL RETURN(3) 25.03% 13.10% 15.08% 24.51% (18.85)%

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.23% 1.23% 1.27% 1.34% 1.33%(4)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 0.57% 1.15% 0.59% 0.67% 0.22%(4)
----------------------------------------
Portfolio Turnover Rate 98% 97% 120% 185% 247%(5)
----------------------------------------
Net Assets, End of Period
(in thousands) $121,320 $107,098 $96,358 $83,133 $52,498
------------------------------------------------------------------------------------------

(1) MAY 2, 2002 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(4) ANNUALIZED.

(5) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2002.

------
19

VP INTERNATIONAL FUND
Class IV

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)
--------------------------------------------------------------------------------
2006 2005 2004(1)
--------------------------------------------------------------------------------
PER-SHARE DATA
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.22 $7.35 $6.47
--------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(2) 0.04 0.08 -(3)
----------------------------------------
Net Realized and Unrealized Gain (Loss) 1.97 0.87 0.88
--------------------------------------------------------------------------------
Total From Investment Operations 2.01 0.95 0.88
--------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income (0.13) (0.08) -
--------------------------------------------------------------------------------
Net Asset Value, End of Period $10.10 $8.22 $7.35
================================================================================
TOTAL RETURN(4) 24.86% 12.97% 13.60%

RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.38% 1.38% 1.42%(5)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 0.42% 1.00% (0.01)%(5)
----------------------------------------
Portfolio Turnover Rate 98% 97% 120%(6)
----------------------------------------
Net Assets, End of Period (in thousands) $13,788 $10,420 $6,294
--------------------------------------------------------------------------------

(1) MAY 3, 2004 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2004.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(4) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY
REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING
THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE
CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE
CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET
VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND
DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(5) ANNUALIZED.

(6) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2004.

------
20

NOTES

------
21

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 publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53391

AMERICAN CENTURY INVESTMENTS

Prospectus

May 1, 2007

VP Large Company Value Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment
Services, Inc., Distributor

[american century investments logo and text logo]

Table of Contents

AN OVERVIEW OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

FUND PERFORMANCE HISTORY. . . . . . . . . . . . . . . . . . . . . . . . . . . .3

FEES AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

OBJECTIVES, STRATEGIES AND RISKS. . . . . . . . . . . . . . . . . . . . . . . .6

MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

SHARE PRICE, DISTRIBUTIONS AND TAXES. . . . . . . . . . . . . . . . . . . . . 11

MULTIPLE CLASS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .14

FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY
INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital growth. Income is a secondary objective.

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

In selecting stocks for the fund, the portfolio managers look for companies
whose stock price may not reflect the company's value. The managers attempt to
purchase the stocks of these undervalued companies and hold each stock until the
price has increased to, or is higher than, a level the managers believe more
accurately reflects the fair value of the company.

The fund invests primarily in larger companies. Under normal market conditions,
the fund will have at least 80% of its assets in equity securities of companies
comprising the Russell 1000® Index.

The fund's principal risks include

* STYLE RISK - If the market does not consider the individual stocks
purchased by the fund to be undervalued, the value of the fund's shares may
decline, even if stock prices generally are rising.

* FOREIGN SECURITIES - The fund may invest in foreign securities, which may
be riskier than investing in U.S. securities.

* MARKET RISK - The value of the 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 the fund's shares may fluctuate
significantly in the short term.

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
6.

[GRAPHIC OF TRIANGLE]

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.

------
2

FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the performance of the fund's Class I shares for
each full calendar year in the life of the class. It indicates the volatility of
the fund's historical returns from year to year. Fees associated with your
variable annuity or variable life insurance contract are not reflected in the
chart below. Had they been included, returns presented below would have been
lower. The returns of the fund's other class will differ from those shown in the
chart, depending on the expenses of that class.

VP LARGE COMPANY VALUE - CLASS I

The highest and lowest quarterly returns for the period reflected in the bar
chart are:

                                   HIGHEST                     LOWEST
--------------------------------------------------------------------------------
VP Large Company Value           7.45% (4Q 2006)             -1.28% (1Q 2005)
--------------------------------------------------------------------------------

Average Annual Total Returns

The following tables show the average annual total returns of the fund's classes
for the periods indicated. The benchmarks are unmanaged indices that have no
operating costs and are included in the table for performance comparison. The
S&P 500® Index is viewed as a broad measure of U.S. stock performance. The
Russell 1000® Value Index measures the performance of those Russell 1000®
companies (the 1,000 largest of the 3,000 largest publicly traded U.S.
companies, based on total market capitalization) with lower price-to-book ratios
and lower forecasted growth rates.

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006     1 YEAR        LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Large Company Value                            19.98%(2)     12.87%(2)
Russell 1000® Value Index                         22.25%        15.60%(3)
   (reflects no deduction for
   fees, expenses or taxes)
S&P 500® Index                                    15.79%        11.57%(3)
   (reflects no deduction for
   fees, expenses or taxes)
--------------------------------------------------------------------------------

(1)  THE INCEPTION DATE FOR CLASS I IS DECEMBER 1, 2004.

(2)  RETURNS WOULD HAVE BEEN LOWER IF MANAGEMENT FEES HAD NOT BEEN
     REIMBURSED AND WAIVED DURING THE PERIOD FROM JANUARY 1, 2005 TO MARCH 3,
     2006.

(3)  SINCE NOVEMBER 30, 2004, THE DATE CLOSEST TO THE CLASS'S INCEPTION
     DATE FOR WHICH DATA IS AVAILABLE.


------
3



CLASS II
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006     1 YEAR        LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Large Company Value                            19.78%(2)     15.69%(2)
Russell 1000® Value Index                         22.25%        17.60%(3)
   (reflects no deduction for
   fees, expenses or taxes)
S&P 500® Index                                    15.79%        13.15%(3)
   (reflects no deduction for
   fees, expenses or taxes)
--------------------------------------------------------------------------------

(1)  THE INCEPTION DATE FOR CLASS II IS OCTOBER 29, 2004.

(2)  RETURNS WOULD HAVE BEEN LOWER IF MANAGEMENT FEES HAD NOT BEEN
     REIMBURSED AND WAIVED DURING THE PERIOD FROM JANUARY 1, 2005 TO MARCH 3,
     2006.

(3)  SINCE OCTOBER 31, 2004, THE DATE CLOSEST TO THE CLASS'S INCEPTION DATE
     FOR WHICH DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.


------
4


FEES AND EXPENSES

The following table describes the fees and expenses you may pay if you buy and
hold shares of the fund. It only includes fees and expenses of the fund; it does
not include the fees and expenses associated with your variable annuity or
variable life insurance contract. Had they been included, fees and expenses
presented below would have been higher.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
                           DISTRIBUTION                      TOTAL ANNUAL
            MANAGEMENT     AND SERVICE        OTHER          FUND OPERATING
            FEE(1)         (12B-1) FEES(2)    EXPENSES(3)    EXPENSES
--------------------------------------------------------------------------------
Class I     0.90%(4)       None               0.00%          0.90%
--------------------------------------------------------------------------------
Class II    0.80%(4)       0.25%              0.00%          1.05%
--------------------------------------------------------------------------------

(1)  THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
     ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. THE FEE SHOWN IS
     BASED ON ASSETS DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A
     STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S UNIFIED MANAGEMENT FEE RATE
     GENERALLY DECREASES AS STRATEGY ASSETS INCREASE AND INCREASES AS STRATEGY
     ASSETS DECREASE. FOR MORE INFORMATION ABOUT THE UNIFIED MANAGEMENT FEE,
     INCLUDING AN EXPLANATION OF STRATEGY ASSETS, SEE The Investment Advisor
     UNDER Management.

(2)  THE 12B-1 FEE IS USED TO COMPENSATE INSURANCE COMPANIES FOR
     DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FORE MORE INFORMATION, SEE
     Multiple Class Information AND Rule 12b-1 Fees, PAGE 14.

(3)  OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
     INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, INTEREST, AND FEES AND
     EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF INVESTMENT IN
     SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE EQUITY FUNDS OR
     OTHER POOLED INVESTMENT VEHICLES, WERE LESS THAN 0.005% FOR THE MOST RECENT
     FISCAL YEAR.

(4)  AMERICAN CENTURY VOLUNTARILY WAIVED A PORTION OF THE FUND'S MANAGEMENT
     FEE UNTIL MARCH 3, 2006. TAKING INTO ACCOUNT THIS WAIVER, THE Management
     Fee AND Total Annual Fund Operating Expenses FOR CLASS I WOULD HAVE BEEN
     0.79% AND 0.79%, RESPECTIVELY; THE Management Fee AND Total Annual Fund
     Operating Expenses FOR CLASS II WOULD HAVE BEEN 0.73% AND 0.98%,
     RESPECTIVELY FOR THE MOST RECENT FISCAL YEAR.


EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds. They do
not include fees and expenses associated with your variable annuity or variable
life insurance contract. Had they been included, fees and expenses would have
been higher. Of course, your actual costs may be higher or lower. Assuming you.
. .

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

*  earn a 5% return each year

*  incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

                  1 YEAR          3 YEARS          5 YEARS           10 YEARS
--------------------------------------------------------------------------------
Class I           $92             $286             $497              $1,104
--------------------------------------------------------------------------------
Class II          $107            $333             $577              $1,277
--------------------------------------------------------------------------------



------
5


OBJECTIVES, STRATEGIES AND RISKS

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital growth. Income is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund invests primarily in larger companies. Under normal market conditions,
the fund will invest at least 80% of its assets in EQUITY SECURITIES of
companies comprising the Russell 1000® Index.

     [GRAPHIC OF TRIANGLE]

     EQUITY SECURITIES INCLUDE COMMON STOCK, PREFERRED STOCK, AND
     EQUITY-EQUIVALENT SECURITIES, SUCH AS SECURITIES CONVERTIBLE INTO COMMON STOCK,
     STOCK FUTURES CONTRACTS OR STOCK INDEX FUTURES CONTRACTS.

The portfolio managers look for stocks of companies that they believe are
undervalued at the time of purchase. The managers use a value investment
strategy that looks for companies that are temporarily out of favor in the
market. The managers attempt to purchase the stocks of these undervalued
companies and hold each stock until it has returned to favor in the market and
the price has increased to, or is higher than, a level the managers believe more
accurately reflects the fair value of the company. The portfolio managers may
sell stocks from the fund's portfolio if they believe a stock no longer meets
their valuation criteria.


Companies may be undervalued due to market declines, poor economic conditions,
actual or anticipated bad news regarding the issuer or its industry, or because
they have been overlooked by the market. To identify these companies, the
portfolio managers look for companies with earnings, cash flows and/or assets
that may not be reflected accurately in the companies' stock prices. The
managers also may consider whether the companies' securities have a favorable
income-paying history and whether income payments are expected to continue or
increase.

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 contracts 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.

When the managers believe it is prudent, the fund may invest a portion of its
assets in foreign securities, options, debt securities of companies, debt
obligations of governments and their agencies, and other similar securities.

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, cash-equivalent securities or short-term debt securities. To the extent
the fund assumes a defensive position, it will not be pursuing its objective of
capital growth.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.


------
6


WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

If the market does not consider the individual stocks purchased by the fund to
be undervalued, the value of the fund's shares may not rise as high as other
funds and may in fact decline, even if stock prices generally are increasing.

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 its losses may be
bigger than, other equity funds using different investment styles.

Although the portfolio 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.

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.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

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.


------
7


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 three-fourths of the directors are independent of the fund's advisor;
that is, they have never been employed by and have no financial interest in the
advisor or any of its affiliated companies (other than as shareholders of
American Century funds).

THE INVESTMENT ADVISOR

The fund's investment advisor is American Century Investment Management, Inc.
(the advisor). 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 portfolio 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.

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the daily net assets of each class of
shares of the fund. The amount of the fee is calculated daily and paid monthly
in arrears. Out of that fee, the advisor pays 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 fund's 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.

The rate of the fee is determined by applying a formula that takes into account
all of the advisor's assets under management in the fund's investment strategy
(strategy assets). Strategy assets include the assets of the fund as well as
certain assets of other clients of the advisor outside the American Century fund
family (such as subadvised funds and separate accounts) that use very similar
investment teams and strategies. The use of strategy assets, rather than fund
assets, in calculating the fund's fee rate could allow the fund to realize
scheduled cost savings more quickly. However, it is possible that the fund's
strategy assets will not include assets of other client accounts or that any
such assets may not be sufficient to result in a lower fee rate.

MANAGEMENT FEES PAID
BY THE FUND TO THE
ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2006                             CLASS I                   CLASS II
--------------------------------------------------------------------------------
VP Large Company Value                        0.79%                     0.73%
--------------------------------------------------------------------------------

A discussion regarding the basis for the Board of Directors' approval of the
fund's investment advisory contract with the advisor is available in the fund's
report to shareholders dated June 30, 2006.



------
8


THE FUND MANAGEMENT TEAM

The advisor uses teams of portfolio managers and analysts to manage funds. The
teams meet 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 who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

CHARLES RITTER

Mr. Ritter, Vice President and Senior Portfolio Manager, has been a member of
the team that manages the fund since its inception. He joined American Century
in December 1998. Before joining American Century, he spent 15 years with
Federated Investors, most recently serving as a vice president and portfolio
manager for the company. He has a bachelor's degree in mathematics and a
master's degree in economics from Carnegie Mellon University. He also has an MBA
from the University of Chicago. He is a CFA charterholder.

BRENDAN HEALY

Mr. Healy, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since its inception. He joined American Century in April
2000 and became a portfolio manager in February 2004. He has a bachelor's degree
in mechanical engineering from the University of Arizona and an MBA from the
University of Texas-Austin. He is a CFA charterholder.

The statement of additional information provides additional information about
the other accounts managed by the portfolio managers, if any, the structure of
their compensation and their ownership of fund securities.

FUND PERFORMANCE

VP Large Company Value 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 objectives 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
shareholder approval. The Board of Directors and/or the advisor may change any
other policies and investment strategies.


------
9


FEES AND EXPENSES

The fees and expenses set forth herein are those of the fund only; for the fees
and expenses associated with your variable annuity or variable life insurance
contract, please consult your insurance product prospectus.

Because this fund is offered as an investment option under certain types of
insurance contracts, the insurance company offering the fund performs
recordkeeping and administrative services for fund shareholders that would
otherwise be performed by American Century's transfer agent. In some
circumstances, the advisor will pay the insurance company a fee for performing
those services. Also, the advisor or the fund's distributor may make payments
for various additional services or other expenses out of their past profits or
other available sources. Such payments may be made for one or more of the
following: (1) distribution services, which include expenses incurred by
intermediaries for their sales activities with respect to the fund, such as
preparing, printing and distributing sales literature and advertising materials
and compensating registered representatives or other employees of such
intermediary for their sales activities; (2) shareholder services, such as
providing individual and custom investment advisory services to clients of the
intermediary; and (3) marketing and promotional services, including business
planning assistance, educating personnel about the fund, and sponsorship of
sales meetings, which may include covering costs of providing speakers, meals
and other entertainment. The distributor may sponsor seminars and conferences
designed to educate intermediaries about the fund and may cover the expenses
associated with attendance at such meetings, including travel costs. These
payments and activities are intended to provide an incentive to intermediaries
to sell the fund by ensuring that they are educated about the fund, and to help
such intermediaries defray costs associated with offering the fund. The amount
of any payments described by this paragraph is determined by the advisor or the
distributor, and all such amounts are paid out of the available assets of the
advisor and distributor, and not by you or the fund. As a result, the total
expense ratio of the fund will not be affected by any such payments.


------
10


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.

We reserve the right to pay part or all of the proceeds for certain large
redemptions in readily marketable securities instead of cash. A description of
the requirements for large redemptions is included in the statement of
additional information.

ABUSIVE TRADING PRACTICES

Short-term trading and other so-called market timing practices are not defined
or explicitly prohibited by any federal or state law. However, short-term
trading and other abusive trading practices may disrupt portfolio management
strategies and harm fund performance. If the cumulative amount of short-term
trading activity is significant relative to a fund's net assets, the fund may
incur trading costs that are higher than necessary as securities are first
purchased then quickly sold to meet the redemption request. In such case, the
fund's performance could be negatively impacted by the increased trading costs
created by short-term trading if the additional trading costs are significant.

Because of the potentially harmful effects of abusive trading practices, the
fund's Board of Directors has approved American Century's abusive trading
policies and procedures, which are designed to reduce the frequency and effect
of these activities in our funds. These policies and procedures include
monitoring trading activity, imposing redemption fees on certain funds, and
using fair value pricing when current market prices are not readily available.
Although these efforts are designed to discourage abusive trading practices,
they cannot eliminate the possibility that such activity will occur. American
Century seeks to exercise its judgment in implementing these tools to the best
of its ability in a manner that it believes is consistent with shareholder
interests.

American Century's policies do not permit us to enter into arrangements with
fund shareholders that permit such shareholders to engage in frequent purchases
and redemptions of fund shares. However, 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.
Therefore, 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. There may be limitations on
the ability of insurance companies to impose restrictions on the trading
practices of their clients. As a result, American Century's ability to monitor
and discourage abusive trading practices in this fund may be limited.


------
11


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 to reject any specific investment (including a purchase by
exchange). Additionally, we may refuse a purchase if, in our judgment, it is of
a size that would disrupt the management of the fund.

RIGHT TO CHANGE POLICIES

We reserve the right to change any stated investment requirement, including
those that relate to purchases, exchanges and redemptions. We also may alter,
add or discontinue any service or privilege. Changes may affect all investors or
only those in certain classes or groups. In addition, from time to time we may
waive a policy on a case-by-case basis, as the advisor deems appropriate.

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of each
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. A fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

The fund values portfolio securities for which market quotations are readily
available at their market price. As a general rule, equity securities listed on
a U.S. exchange are valued at the last current reported sale price as of the
time of valuation. Securities listed on the NASDAQ National Market System
(Nasdaq) are valued at the Nasdaq Official Closing Price (NOCP), as determined
by Nasdaq, or lacking an NOCP, at the last current reported sale price as of the
time of valuation. The fund may use pricing services to assist in the
determination of market value. Unlisted securities for which market quotations
are readily available are valued at the last quoted sale price or the last
quoted ask price, as applicable, except that debt obligations with 60 days or
less remaining until maturity may be valued at amortized cost. Exchange-traded
options, futures and options on futures are valued at the settlement price as
determined by the appropriate clearing corporation.

If the fund determines that the market price for a portfolio security is not
readily available or that the valuation methods mentioned above do not reflect
the security's fair value, such security is valued at its fair value as
determined in good faith by, or in accordance with procedures adopted by, the
fund's board or its designee (a process referred to as "fair valuing" the
security). Circumstances that may cause the fund to fair value a security
include, but are not limited to:

*  if, after the close of the foreign exchange on which a portfolio security
   is principally traded, but before the close of the NYSE, an event occurs that
   may materially affect the value of the security;

*  a debt security has been declared in default; or

*  trading in a security has been halted during the trading day.

If such circumstances occur, the fund will fair value the security if the fair
valuation would materially impact the fund's NAV. While fair value
determinations involve judgments that are inherently subjective, these
determinations are made in good faith in accordance with procedures adopted by
the fund's board.


------
12


The effect of using fair value determinations is that the fund's NAV will be
based, to some degree, on security valuations that the board or its designee
believes are fair rather than being solely determined by the market.

With respect to any portion of the fund's assets that are invested in one or
more open-end management investment companies that are registered with the SEC
(known as registered investment companies, or RICs), the fund's NAV will be
calculated based upon the NAVs of such RICs. These RICs are required by law to
explain the circumstances under which they will use fair value pricing and the
effects of using fair value pricing in their prospectuses.

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

Trading of securities in foreign markets may not take place every day the NYSE
is open. Also, trading in some foreign markets and on some electronic trading
networks may take place on weekends or holidays when the fund's NAV is not
calculated. So, the value of the fund's portfolio may be affected on days when
you will not be able to purchase, exchange or redeem fund shares.

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 should not be subject to state or federal
income tax on amounts distributed. The distributions generally consist of
dividends and interest received by the fund, as well as CAPITAL GAINS realized
by the fund on the sale of its 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.

     [GRAPHIC OF TRIANGLE]

     CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK,
     FROM THE TIME THE ASSETS ARE PURCHASED.

You will participate in fund distributions, when they are declared, starting on
the next business 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
distributions received with your redemption proceeds. All distributions from the
fund will be invested in additional shares.

Provided that all shareholders agree, the fund may utilize the consent dividend
provision of Internal Revenue Code Section 565 which treats the income earned by
the fund as distributed to the shareholders as of the end of the taxable year.

TAXES

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


------
13


MULTIPLE CLASS INFORMATION

American Century offers two classes of the fund: Class I and Class II. All
classes are offered exclusively to insurance companies to fund their obligations
under the variable annuity and variable life contracts purchased by their
clients.

Class II shares have different fees and expenses. The difference in the fee
structures between the classes is the result of their separate arrangements for
distribution services. It is not the result of any difference in advisory or
custodial fees or other expenses related to the management of the fund's assets,
which do not vary by class. Different fees and expenses will affect performance.

Except as described below, all classes of shares of the fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences between the classes are (a) each class may be
subject to different expenses specific to that class; (b) each class has a
different identifying designation or name; (c) each class has exclusive voting
rights with respect to matters solely affecting that class; and (d) each class
may have different exchange privileges.

RULE 12B-1 FEES

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay certain expenses associated with the distribution of their shares out of
fund assets. The fund's Class II shares have a 12b-1 plan. Under the plan, the
fund's Class II pays the distributor an annual fee of 0.25% of Class II average
net assets for distribution services, including past distribution services. The
distributor pays all or a portion of such fees to the insurance companies that
make Class II shares available. Because these fees are used to pay for services
that are not related to prospective sales of the fund, the class will continue
to make payments under its plan even if it is closed to new investors. Because
these fees are paid out of the fund's assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges. For additional information about the plan
and its terms, see MULTIPLE CLASS STRUCTURE in the statement of additional
information.


------
14


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages itemize what contributed to the changes in
share price during the most recently ended fiscal year. They also show the
changes in share price for this period in comparison to changes over the last
five fiscal years (or a shorter period if the share class is not five years
old).

On a per-share basis, each table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to investors

*  share price at the end of the period

Each table also includes some key statistics for the period as appropriate

*  TOTAL RETURN - the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  EXPENSE RATIO - the operating expenses of the fund as a percentage of
   average net assets

*  NET INCOME RATIO - the net investment income of the fund as a percentage
   of average net assets

*  PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
   that is replaced during the period

The Financial Highlights that follow have been audited by Deloitte & Touche LLP.
The fund's Report of Independent Registered Public Accounting Firm and the
financial statements are included in the fund's annual report, which is
available upon request.


------
15


VP LARGE COMPANY VALUE

Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

--------------------------------------------------------------------------------
                                            2006         2005         2004(1)
--------------------------------------------------------------------------------
  PER-SHARE DATA
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period        $10.85       $10.79       $10.61
--------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
   Net Investment Income (Loss)(2)          0.23         0.27         0.01
----------------------------------------
   Net Realized and                         1.94         0.25         0.23
   Unrealized Gain (Loss)
--------------------------------------------------------------------------------
   Total From Investment Operations         2.17         0.52         0.24
--------------------------------------------------------------------------------
Distributions
----------------------------------------
   From Net Investment Income               -(3)         (0.25)       (0.06)
----------------------------------------
   From Net Realized Gains                  (0.04)       (0.21)       -
--------------------------------------------------------------------------------
   Total Distributions                      (0.04)       (0.46)       (0.06)
--------------------------------------------------------------------------------
Net Asset Value, End of Period              $12.98       $10.85       $10.79
================================================================================
   TOTAL RETURN(4)                          19.98%       4.83%        2.29%
--------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                       0.79%(5)     0.04%(5)     0.90%(6)
----------------------------------------
Ratio of Operating Expenses to
Average Net Assets (before waiver)          0.90%        0.94%        0.90%(6)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets                1.98%(5)     2.45%(5)     0.64%(6)
----------------------------------------
Ratio of Net Investment Income (Loss)
to Average Net Assets (before waiver)       1.87%        1.55%        0.64%(6)
----------------------------------------
Portfolio Turnover Rate                     11%          37%          3%(7)
----------------------------------------
Net Assets, End of Period
(in thousands)                              $7,630       $1,538       $400
--------------------------------------------------------------------------------

(1)  DECEMBER 1, 2004 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2004.

(2)  COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3)  PER-SHARE AMOUNT WAS LESS THAN $0.005.

(4)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR
     ARE NOT ANNUALIZED. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY
     REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING
     THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE
     CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE
     CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET
     VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND
     DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(5)  DURING THE YEAR ENDED DECEMBER 31, 2005 AND A PORTION OF THE YEAR
     ENDED DECEMBER 31, 2006, THE INVESTMENT ADVISOR VOLUNTARILY AGREED TO
     REIMBURSE AND/OR WAIVE ITS MANAGEMENT FEES.

(6)  ANNUALIZED.

(7)  PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
     INDICATED WAS CALCULATED FOR THE PERIOD OCTOBER 29, 2004 (FUND INCEPTION)
     THROUGH DECEMBER 31, 2004.


------
16


VP LARGE COMPANY VALUE

Class II

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

--------------------------------------------------------------------------------
                                            2006         2005         2004(1)
--------------------------------------------------------------------------------
  PER-SHARE DATA
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period        $10.97       $10.79       $10.00
--------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
   Net Investment Income (Loss)(2)          0.22         0.24         0.04
----------------------------------------
   Net Realized and                         1.94         0.37         0.81
   Unrealized Gain (Loss)
--------------------------------------------------------------------------------
   Total From Investment Operations         2.16         0.61         0.85
--------------------------------------------------------------------------------
Distributions
----------------------------------------
   From Net Investment Income               -(3)         (0.22)       (0.06)
----------------------------------------
   From Net Realized Gains                  (0.04)       (0.21)       -
--------------------------------------------------------------------------------
   Total Distributions                      (0.04)       (0.43)       (0.06)
--------------------------------------------------------------------------------
Net Asset Value, End of Period              $13.09       $10.97       $10.79
================================================================================
   TOTAL RETURN(4)                          19.78%       5.59%        8.52%
--------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                       0.98%(5)     0.29%(5)     1.05%(6)
----------------------------------------
Ratio of Operating Expenses to
Average Net Assets (before waiver)          1.05%        1.09%        1.05%(6)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets                1.79%(5)     2.20%(5)     2.44%(6)
----------------------------------------
Ratio of Net Investment Income (Loss)
to Average Net Assets (before waiver)       1.72%        1.40%        2.44%(6)
----------------------------------------
Portfolio Turnover Rate                     11%          37%          3%
----------------------------------------
Net Assets, End of Period
(in thousands)                              $2,324       $513         $1,085
--------------------------------------------------------------------------------

(1)  OCTOBER 29, 2004 (FUND INCEPTION) THROUGH DECEMBER 31, 2004.

(2)  COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3)  PER-SHARE AMOUNT WAS LESS THAN $0.005.

(4)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR
     ARE NOT ANNUALIZED. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY
     REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING
     THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE
     CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE
     CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET
     VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND
     DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(5)  DURING THE YEAR ENDED DECEMBER 31, 2005 AND A PORTION OF THE YEAR
     ENDED DECEMBER 31, 2006, THE INVESTMENT ADVISOR VOLUNTARILY AGREED TO
     REIMBURSE AND/OR WAIVE ITS MANAGEMENT FEE.

(6)  ANNUALIZED.


------
17


MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Annual and semiannual 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 the insurance company
from which you purchased the fund or American Century at the address or
telephone numbers listed below, or online at American Century's Investment
Professionals Web site at ipro.americancentury.com.

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 publicinfo@sec.gov

BY MAIL            SEC Public Reference Section
                   Washington, D.C. 20549-0102

This prospectus shall not constitute an offer to sell securities of the fund
in any state, territory, or other jurisdiction where the fund's shares have not
been registered or qualified for sale, unless such registration or qualification
is not required, or under any circumstances in which such offer or solicitation
would be unlawful.

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53387













AMERICAN CENTURY INVESTMENTS

Prospectus

May 1, 2007

VP Mid Cap Value Fund

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment
Services, Inc., Distributor

[american century investments logo and text logo]





Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . 2

FUND PERFORMANCE HISTORY . . . . . . . . . . . . . . . . . . . . . . . .3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . . . . . . . .6

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

SHARE PRICE, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . 11

MULTIPLE CLASS INFORMATION . . . . . . . . . . . . . . . . . . . . . . 14

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . 15


     [GRAPHIC OF TRIANGLE]

     THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT
     DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE
     OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

©2007 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.




AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital growth. Income is a secondary objective.

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

In selecting stocks for the fund, the portfolio managers look for companies
whose stock price may not reflect the company's value. The managers attempt to
purchase the stocks of these undervalued companies and hold each stock until the
price has increased to, or is higher than, a level the managers believe more
accurately reflects the fair value of the company.

The fund will invest at least 80% of its assets in securities of companies whose
market capitalization at the time of purchase is within the capitalization range
of the Russell 3000® Index, excluding the largest 100 such companies. The
portfolio managers intend to manage the fund so that its weighted capitalization
falls within the capitalization range of the members of the Russell Midcap®
Index.

The fund's principal risks include

*  STYLE RISK - If the market does not consider the individual stocks
   purchased by the fund to be undervalued, the value of the fund's shares may
   decline, even if stock prices generally are rising.

*  MID CAP STOCKS - The mid-sized companies in which the fund invests may
   present greater opportunities for capital growth than larger companies, but
   also may be more volatile and present greater risks.

*  FOREIGN SECURITIES - The fund may invest in foreign securities, which may
   be riskier than investing in U.S. securities.

*  HIGH TURNOVER - The fund's PORTFOLIO TURNOVER may be high. This could
   result in relatively high commission costs, which could hurt the fund's
   performance.

     [GRAPHIC OF TRIANGLE]

     PORTFOLIO TURNOVER IS A MEASURE OF HOW FREQUENTLY A FUND BUYS AND SELLS
     PORTFOLIO SECURITIES.

*  IPO RISK - The fund's performance may be affected by investments in
   initial public offerings.

*  MARKET RISK - The value of the 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 the fund's shares may fluctuate
   significantly in the short term.

*  PRINCIPAL LOSS - At any given time your shares may be worth less than the
   price you paid for them. In other words, it is possible to lose money by
   investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
6.

     [GRAPHIC OF TRIANGLE]

     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.


------
2


FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the performance of the fund's Class I shares for
each full calendar year in the life of the class. It indicates the volatility of
the fund's historical returns from year to year. Fees associated with your
variable annuity or variable life insurance contract are not reflected in the
chart below. Had they been included, returns presented below would have been
lower. The returns of the fund's other class will differ from those shown in the
chart, depending on the expenses of that class.

VP MID CAP VALUE - CLASS I


The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

                                HIGHEST                        LOWEST
--------------------------------------------------------------------------------
VP Mid Cap Value                8.58% (4Q 2006)                -1.38% (2Q 2006)
--------------------------------------------------------------------------------

Average Annual Total Returns

The following tables show the average annual total returns of the fund's classes
for the periods indicated. The benchmark is an unmanaged index that has no
operating cost and is included in the table for performance comparison.

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006           1 YEAR  LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Mid Cap Value                                        20.30%  16.39%
Russell Midcap® Value Index                             20.22%  17.80%(2)
   (reflects no deduction
   for fees, expenses or taxes)
--------------------------------------------------------------------------------

(1)  THE INCEPTION DATE FOR CLASS I IS DECEMBER 1, 2004.

(2)  SINCE NOVEMBER 30, 2004, THE DATE CLOSEST TO THE CLASS'S INCEPTION
     DATE FOR WHICH DATA IS AVAILABLE.


------
3



CLASS II
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006      1 YEAR      LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Mid Cap Value                                   20.23%      19.66%
Russell Midcap® Value Index                        20.22%      20.64%(2)
   (reflects no deduction for
   fees, expenses or taxes)
--------------------------------------------------------------------------------

(1)  THE INCEPTION DATE FOR CLASS II IS OCTOBER 29, 2004.

(2)  SINCE OCTOBER 31, 2004, THE DATE CLOSEST TO THE CLASS'S INCEPTION DATE
     FOR WHICH DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.


------
4


FEES AND EXPENSES

The following table describes the fees and expenses you may pay if you buy and
hold shares of the fund. It only includes fees and expenses of the fund; it does
not include the fees and expenses associated with your variable annuity or
variable life insurance contract. Had they been included, fees and expenses
presented below would have been higher.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
                             DISTRIBUTION                        TOTAL ANNUAL
             MANAGEMENT      AND SERVICE         OTHER           FUND OPERATING
             FEE(1)          (12B-1) FEES(2)     EXPENSES(3)     EXPENSES
--------------------------------------------------------------------------------
Class I      1.00%           None                0.01%           1.01%
--------------------------------------------------------------------------------
Class II     0.90%           0.25%               0.01%           1.16%
--------------------------------------------------------------------------------

(1)  THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
     ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. FOR MORE
     INFORMATION ABOUT THE UNIFIED MANAGEMENT FEE, SEE The Investment Advisor
     UNDER Management.

(2)  THE 12B-1 FEE IS USED TO COMPENSATE INSURANCE COMPANIES FOR
     DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE
     Multiple Class Information AND Rule 12b-1 Fees, PAGE 14.

(3)  OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT
     DIRECTORS AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. OTHER EXPENSES ALSO
     INCLUDE FEES AND EXPENSES INCURRED INDIRECTLY BY THE FUND AS A RESULT OF
     INVESTMENT IN SHARES OF ONE OR MORE MUTUAL FUNDS, HEDGE FUNDS, PRIVATE
     EQUITY FUNDS OR OTHER POOLED INVESTMENT VEHICLES.


EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds. They do
not include fees and expenses associated with your variable annuity or variable
life insurance contract. Had they been included, fees and expenses would have
been higher. Of course, your actual costs may be higher or lower. Assuming you.
. .

*  invest $10,000 in the fund

*  redeem all of your shares at the end of the periods shown below

*  earn a 5% return each year

*  incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

                   1 YEAR           3 YEARS           5 YEARS           10 YEARS
--------------------------------------------------------------------------------
Class I            $103             $321              $556              $1,231
--------------------------------------------------------------------------------
Class II           $118             $367              $636              $1,402
--------------------------------------------------------------------------------



------
5


OBJECTIVES, STRATEGIES AND RISKS

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital growth. Income is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The fund will invest at least 80% of its assets in EQUITY SECURITIES of
companies whose market capitalization at the time of purchase is within the
capitalization range of the Russell 3000® Index, excluding the largest 100
such companies. The portfolio managers intend to manage the fund so that its
weighted capitalization falls within the capitalization range of the members of
the Russell Midcap® Index.

     [GRAPHIC OF TRIANGLE]

     EQUITY SECURITIES INCLUDE COMMON STOCK, PREFERRED STOCK, AND
     EQUITY-EQUIVALENT SECURITIES, SUCH AS SECURITIES CONVERTIBLE INTO
     COMMON STOCK, STOCK FUTURES CONTRACTS OR STOCK INDEX FUTURES CONTRACTS.

The portfolio managers look for stocks of companies that they believe are
undervalued at the time of purchase. The managers use a value investment
strategy that looks for companies that are temporarily out of favor in the
market. The managers attempt to purchase the stocks of these undervalued
companies and hold each stock until it has returned to favor in the market and
the price has increased to, or is higher than a level the managers believe more
accurately reflects the fair value of the company.

Companies may be undervalued due to market declines, poor economic conditions,
actual or anticipated bad news regarding the issuer or its industry, or because
they have been overlooked by the market. To identify these companies, the
portfolio managers look for companies with earnings, cash flows and/or assets
that may not accurately reflect the companies' value as determined by the
portfolio managers. The managers also may consider whether the companies'
securities have a favorable income-paying history and whether income payments
are expected to continue or increase.

The portfolio managers may sell stocks from the fund's portfolio if they
believe:

*  a stock no longer meets their valuation criteria;

*  a stock's risk parameters outweigh its return opportunity;

*  more attractive alternatives are identified; or

*  specific events alter a stock's prospects.

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 contracts 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.

When the managers believe it is prudent, the fund may invest a portion of its
assets in foreign securities, options, debt securities of companies, debt
obligations of governments and their agencies, and other similar securities.

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, cash-equivalent securities, or short-term debt securities. To the
extent the fund assumes a defensive position it will not be pursuing its
objective of capital growth.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.


------
6


WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

Mid-cap stocks may involve greater risks because the value of securities of
medium size, less well-known companies can be more volatile than that of
relatively larger companies and can react differently to company, political,
market and economic developments than the market as a whole and other types of
stocks.

If the market does not consider the individual stocks purchased by the fund to
be undervalued, the value of the fund's shares may not rise as high as other
funds and may in fact decline, even if stock prices generally are increasing.

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 a
fund's style, 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's portfolio turnover may be high. This could result in relatively high
commission costs, which could hurt the fund's performance.

Although the portfolio managers intend to invest the fund's assets primarily in
U.S. securities, the fund may invest in foreign securities. 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. securities.

The fund's performance also may be affected by investments in initial public
offerings (IPOs). The impact of IPOs on a fund's performance depends on the
strength of the IPO market and the size of the fund. IPOs may have less impact
on the fund's performance as its assets grow.

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.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

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.


------
7


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 three-fourths of the directors are independent of the fund's advisor;
that is, they have never been employed by and have no financial interest in the
advisor or any of its affiliated companies (other than as shareholders of
American Century funds).

THE INVESTMENT ADVISOR

The fund's investment advisor is American Century Investment Management, Inc.
(the advisor). 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.

For the services it provides to the fund, the advisor receives a unified
management fee based on a percentage of the daily net assets of each class of
shares of the fund. The amount of the fee is calculated daily and paid monthly
in arrears. Out of that fee, the advisor pays 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 fund's 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.

MANAGEMENT FEES PAID BY THE
FUND TO THE ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2006                       CLASS I             CLASS II
--------------------------------------------------------------------------------
VP Mid Cap Value                                   1.00%               0.90%
--------------------------------------------------------------------------------

A discussion regarding the basis for the Board of Directors' approval of the
fund's investment advisory contract with the advisor is available in the fund's
report to shareholders dated June 30, 2006.



------
8


THE FUND MANAGEMENT TEAM

The advisor uses teams of portfolio managers and analysts to manage funds. The
teams meet 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 who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

PHILLIP N. DAVIDSON

Mr. Davidson, Chief Investment Officer Value Equity and Senior Vice President,
has been a member of the team that manages the fund since its inception. Prior
to joining American Century in September 1993 as a portfolio manager, he spent
11 years at Boatmen's Trust Company in St. Louis and served as vice president
and portfolio manager responsible for institutional value equity clients. He has
a bachelor's degree in finance and an MBA from Illinois State University. He is
a CFA charterholder.

SCOTT A. MOORE

Mr. Moore, Vice President and Senior Portfolio Manager, has been a member of the
team that manages the fund since its inception. He joined American Century in
August 1993 and became a portfolio manager in February 1999. He has a bachelor's
degree in finance from Southern Illinois University and an MBA in finance from
the University of Missouri-Columbia. He is a CFA charterholder.

MICHAEL LISS

Mr. Liss, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since its inception. He joined American Century in June
1998. He became a senior investment analyst in August 2003 and then became a
portfolio manager in February 2004. He has a bachelor's degree in accounting and
finance from Albright College and an MBA in finance from Indiana University. He
is a CFA charterholder.

The statement of additional information provides additional information about
the other accounts managed by the portfolio managers, if any, the structure of
their compensation and their ownership of fund securities.

FUND PERFORMANCE

VP Mid Cap Value 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
shareholder approval. The Board of Directors and/or the advisor may change any
other policies and investment strategies.


------
9


FEES AND EXPENSES

The fees and expenses set forth herein are those of the fund only; for the fees
and expenses associated with your variable annuity or variable life insurance
contract, please consult your insurance product prospectus.

Because this fund is offered as an investment option under certain types of
insurance contracts, the insurance company offering the fund performs
recordkeeping and administrative services for fund shareholders that would
otherwise be performed by American Century's transfer agent. In some
circumstances, the advisor will pay the insurance company a fee for performing
those services. Also, the advisor or the fund's distributor may make payments
for various additional services or other expenses out of their past profits or
other available sources. Such payments may be made for one or more of the
following: (1) distribution services, which include expenses incurred by
intermediaries for their sales activities with respect to the fund, such as
preparing, printing and distributing sales literature and advertising materials
and compensating registered representatives or other employees of such
intermediary for their sales activities; (2) shareholder services, such as
providing individual and custom investment advisory services to clients of the
intermediary; and (3) marketing and promotional services, including business
planning assistance, educating personnel about the fund, and sponsorship of
sales meetings, which may include covering costs of providing speakers, meals
and other entertainment. The distributor may sponsor seminars and conferences
designed to educate intermediaries about the fund and may cover the expenses
associated with attendance at such meetings, including travel costs. These
payments and activities are intended to provide an incentive to intermediaries
to sell the fund by ensuring that they are educated about the fund, and to help
such intermediaries defray costs associated with offering the fund. The amount
of any payments described by this paragraph is determined by the advisor or the
distributor, and all such amounts are paid out of the available assets of the
advisor and distributor, and not by you or the fund. As a result, the total
expense ratio of the fund will not be affected by any such payments.


------
10


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.

We reserve the right to pay part or all of the proceeds for certain large
redemptions in readily marketable securities instead of cash. A description of
the requirements for large redemptions is included in the statement of
additional information.

ABUSIVE TRADING PRACTICES

Short-term trading and other so-called market timing practices are not defined
or explicitly prohibited by any federal or state law. However, short-term
trading and other abusive trading practices may disrupt portfolio management
strategies and harm fund performance. If the cumulative amount of short-term
trading activity is significant relative to a fund's net assets, the fund may
incur trading costs that are higher than necessary as securities are first
purchased then quickly sold to meet the redemption request. In such case, the
fund's performance could be negatively impacted by the increased trading costs
created by short-term trading if the additional trading costs are significant.

Because of the potentially harmful effects of abusive trading practices, the
fund's Board of Directors has approved American Century's abusive trading
policies and procedures, which are designed to reduce the frequency and effect
of these activities in our funds. These policies and procedures include
monitoring trading activity, imposing redemption fees on certain funds, and
using fair value pricing when current market prices are not readily available.
Although these efforts are designed to discourage abusive trading practices,
they cannot eliminate the possibility that such activity will occur. American
Century seeks to exercise its judgment in implementing these tools to the best
of its ability in a manner that it believes is consistent with shareholder
interests.

American Century's policies do not permit us to enter into arrangements with
fund shareholders that permit such shareholders to engage in frequent purchases
and redemptions of fund shares. However, 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.
Therefore, 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. There may be limitations on
the ability of insurance companies to impose restrictions on the trading
practices of their clients. As a result, American Century's ability to monitor
and discourage abusive trading practices in this fund may be limited.


------
11


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 to reject any specific investment (including a purchase by
exchange). Additionally, we may refuse a purchase if, in our judgment, it is of
a size that would disrupt the management of the fund.

RIGHT TO CHANGE POLICIES

We reserve the right to change any stated investment requirement, including
those that relate to purchases, exchanges and redemptions. We also may alter,
add or discontinue any service or privilege. Changes may affect all investors or
only those in certain classes or groups. In addition, from time to time we may
waive a policy on a case-by-case basis, as the advisor deems appropriate.

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of each
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. A fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

The fund values portfolio securities for which market quotations are readily
available at their market price. As a general rule, equity securities listed on
a U.S. exchange are valued at the last current reported sale price as of the
time of valuation. Securities listed on the NASDAQ National Market System
(Nasdaq) are valued at the Nasdaq Official Closing Price (NOCP), as determined
by Nasdaq, or lacking an NOCP, at the last current reported sale price as of the
time of valuation. The fund may use pricing services to assist in the
determination of market value. Unlisted securities for which market quotations
are readily available are valued at the last quoted sale price or the last
quoted ask price, as applicable, except that debt obligations with 60 days or
less remaining until maturity may be valued at amortized cost. Exchange-traded
options, futures and options on futures are valued at the settlement price as
determined by the appropriate clearing corporation.

If the fund determines that the market price for a portfolio security is not
readily available or that the valuation methods mentioned above do not reflect
the security's fair value, such security is valued at its fair value as
determined in good faith by, or in accordance with procedures adopted by, the
fund's board or its designee (a process referred to as "fair valuing" the
security). Circumstances that may cause the fund to fair value a security
include, but are not limited to:

*  if, after the close of the foreign exchange on which a portfolio security
   is principally traded, but before the close of the NYSE, an event occurs that
   may materially affect the value of the security;

*  a debt security has been declared in default; or

*  trading in a security has been halted during the trading day.

If such circumstances occur, the fund will fair value the security if the fair
valuation would materially impact the fund's NAV. While fair value
determinations involve judgments that are inherently subjective, these
determinations are made in good faith in accordance with procedures adopted by
the fund's board.


------
12


The effect of using fair value determinations is that the fund's NAV will be
based, to some degree, on security valuations that the board or its designee
believes are fair rather than being solely determined by the market.

With respect to any portion of the fund's assets that are invested in one or
more open-end management investment companies that are registered with the SEC
(known as registered investment companies, or RICs), the fund's NAV will be
calculated based upon the NAVs of such RICs. These RICs are required by law to
explain the circumstances under which they will use fair value pricing and the
effects of using fair value pricing in their prospectuses.

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

Trading of securities in foreign markets may not take place every day the NYSE
is open. Also, trading in some foreign markets and on some electronic trading
networks may take place on weekends or holidays when the fund's NAV is not
calculated. So, the value of the fund's portfolio may be affected on days when
you will not be able to purchase, exchange or redeem fund shares.

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 should not be subject to state or federal
income tax on amounts distributed. The distributions generally consist of
dividends and interest received by the fund, as well as CAPITAL GAINS realized
by the fund on the sale of its 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.

     [GRAPHIC OF TRIANGLE]

     CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS
     STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

You will participate in fund distributions, when they are declared, starting on
the next business 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
distributions received with your redemption proceeds. All distributions from the
fund will be invested in additional shares.

Provided that all shareholders agree, the fund may utilize the consent dividend
provision of Internal Revenue Code Section 565 which treats the income earned by
the fund as distributed to the shareholders as of the end of the taxable year.

TAXES

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


------
13


MULTIPLE CLASS INFORMATION

American Century offers two classes of shares of the fund: Class I and Class II.
All classes are offered exclusively to insurance companies to fund their
obligations under the variable annuity and variable life contracts purchased by
their clients.

Class II shares have different fees and expenses. The difference in the fee
structures between the classes is the result of their separate arrangements for
distribution services. It is not the result of any difference in advisory or
custodial fees or other expenses related to the management of the fund's assets,
which do not vary by class. Different fees and expenses will affect performance.


Except as described below, all classes of shares of the fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences between the classes are (a) each class may be
subject to different expenses specific to that class; (b) each class has a
different identifying designation or name; (c) each class has exclusive voting
rights with respect to matters solely affecting that class; and (d) each class
may have different exchange privileges.

RULE 12B-1 FEES

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay certain expenses associated with the distribution of their shares out of
fund assets. The fund's Class II shares have a 12b-1 plan. Under the plan, the
fund's Class II pays the distributor an annual fee of 0.25% of Class II average
net assets for distribution services, including past distribution services. The
distributor pays all or a portion of such fees to the insurance companies that
make Class II shares available. Because these fees are used to pay for services
that are not related to prospective sales of the fund, the class will continue
to make payments under its plan even if it is closed to new investors. Because
these fees are paid out of the fund's assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges. For additional information about the plan
and its terms, see MULTIPLE CLASS STRUCTURE in the statement of additional
information.


------
14


FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The tables on the next few pages itemize what contributed to the changes in
share price during the most recently ended fiscal year. They also show the
changes in share price for this period in comparison to changes over the last
five fiscal years (or a shorter period if the share class is not five years
old).

On a per-share basis, each table includes as appropriate

*  share price at the beginning of the period

*  investment income and capital gains or losses

*  distributions of income and capital gains paid to investors

*  share price at the end of the period

Each table also includes some key statistics for the period as appropriate

*  TOTAL RETURN - the overall percentage of return of the fund, assuming the
   reinvestment of all distributions

*  EXPENSE RATIO - the operating expenses of the fund as a percentage of
   average net assets

*  NET INCOME RATIO - the net investment income of the fund as a percentage
   of average net assets

*  PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
   that is replaced during the period

The Financial Highlights that follow have been audited by Deloitte & Touche LLP.
The fund's Report of Independent Registered Public Accounting Firm and the
financial statements are included in the fund's annual report, which is
available upon request.


------
15


VP MID CAP VALUE
Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)
--------------------------------------------------------------------------------
                                           2006           2005          2004(1)
--------------------------------------------------------------------------------
PER-SHARE DATA
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period       $11.70         $11.21        $10.80
--------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
   Net Investment Income (Loss)(2)         0.19           0.20          - (3)
----------------------------------------
   Net Realized and                        2.16           0.86          0.44
   Unrealized Gain (Loss)
--------------------------------------------------------------------------------
   Total From Investment Operations        2.35           1.06          0.44
--------------------------------------------------------------------------------
Distributions
----------------------------------------
   From Net Investment Income              (0.08)         (0.10)        (0.03)
----------------------------------------
   From Net Realized Gains                 (0.48)         (0.47)         -
--------------------------------------------------------------------------------
   Total Distributions                     (0.56)         (0.57)        (0.03)
--------------------------------------------------------------------------------
Net Asset Value, End of Period             $13.49         $11.70        $11.21
================================================================================
   TOTAL RETURN(4)                         20.30%         9.56%         4.08%

RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                      1.00%          1.02%         1.00%(5)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets               1.50%          1.64%         0.47%(5)
----------------------------------------
Portfolio Turnover Rate                    203%           225%          46%(6)
----------------------------------------
Net Assets, End of Period
(in thousands)                             $30,201        $2,493        $285
--------------------------------------------------------------------------------

(1)  DECEMBER 1, 2004 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2004.

(2)  COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3)  PER-SHARE AMOUNT WAS LESS THAN $0.005.

(4)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR
     ARE NOT ANNUALIZED. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY
     REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING
     THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE
     CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE
     CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET
     VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND
     DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(5)  ANNUALIZED.

(6)  PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
     INDICATED WAS CALCULATED FOR THE PERIOD OCTOBER 29, 2004 (FUND INCEPTION)
     THROUGH DECEMBER 31, 2004.


------
16


VP MID CAP VALUE
Class II

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)
--------------------------------------------------------------------------------
                                           2006           2005          2004(1)
--------------------------------------------------------------------------------
PER-SHARE DATA
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period       $11.69         $11.21        $10.00
--------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
   Net Investment Income (Loss)(2)         0.16           0.16          0.02
----------------------------------------
   Net Realized and                        2.18           0.87          1.22
   Unrealized Gain (Loss)
--------------------------------------------------------------------------------
   Total From Investment Operations        2.34           1.03          1.24
--------------------------------------------------------------------------------
Distributions
----------------------------------------
   From Net Investment Income              (0.06)         (0.08)        (0.03)
----------------------------------------
   From Net Realized Gains                 (0.48)         (0.47)         -
--------------------------------------------------------------------------------
   Total Distributions                     (0.54)         (0.55)        (0.03)
--------------------------------------------------------------------------------
Net Asset Value, End of Period             $13.49         $11.69        $11.21
================================================================================
   TOTAL RETURN(3)                         20.23%         9.31%         12.39%

RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets                      1.15%          1.17%         1.15%(4)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets               1.35%          1.49%         0.95%(4)
----------------------------------------
Portfolio Turnover Rate                    203%           225%          46%
----------------------------------------
Net Assets, End of Period
(in thousands)                             $21,470        $6,249        $570
--------------------------------------------------------------------------------

(1)  OCTOBER 29, 2004 (FUND INCEPTION) THROUGH DECEMBER 31, 2004.

(2)  COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3)  TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
     GAINS DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR
     ARE NOT ANNUALIZED. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY
     REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING
     THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE
     CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE
     CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET
     VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND
     DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER.

(4)  ANNUALIZED.


------
17


MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

Annual and semiannual 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 the insurance company
from which you purchased the fund or American Century at the address or
telephone numbers listed below, or online at American Century's Investment
Professionals Web site at ipro.americancentury.com.

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 publicinfo@sec.gov

BY MAIL               SEC Public Reference Section
                      Washington, D.C. 20549-0102

This prospectus shall not constitute an offer to sell securities of the fund
in any state, territory, or other jurisdiction where the fund's shares have not
been registered or qualified for sale, unless such registration or qualification
is not required, or under any circumstances in which such offer or solicitation
would be unlawful.

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53388













AMERICAN CENTURY INVESTMENTS
Prospectus

May 1, 2007

VP Ultra® Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment
Services, Inc., Distributor

[american century investments logo and text logo]




[blank page]





Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

FUND PERFORMANCE HISTORY. . . . . . . . . . . . . . . . . . . . . . . . . . .  3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

OBJECTIVES, STRATEGIES AND RISKS. . . . . . . . . . . . . . . . . . . . . . .  6

MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

SHARE PRICE, DISTRIBUTIONS AND TAXES. . . . . . . . . . . . . . . . . . . . . 11

MULTIPLE CLASS INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 14

FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15


    [GRAPHIC OF TRIANGLE]

    THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY
    INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.




American Century Investment Services, Inc., Distributor

©2007 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.




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 portfolio managers look for stocks of companies they believe will increase
in value over time, using investment strategies developed by American Century.
In implementing these strategies, the portfolio managers make their investment
decisions based primarily on their analysis of individual companies, rather than
on broad economic forecasts. Management of the fund is based on the belief that,
over the long term, stock price movements follow growth in earnings, revenues
and/or cash flow.

The portfolio managers use a variety of analytical research tools and techniques
to identify the stocks of larger-sized companies that meet their investment
criteria. Under normal market conditions, the fund's portfolio will primarily
consist of securities of companies whose earnings or revenues are not only
growing, but growing at an accelerating pace.

The fund's principal risks include

*  GROWTH STOCKS - Investments in growth stocks may involve special risks and
   their prices may fluctuate more dramatically than the overall stock market.

*  FOREIGN SECURITIES - A fund may invest in foreign securities, which can be
   riskier than investing in U.S. securities.

*  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 - At any given time your shares may be worth less than the
   price you paid for them. In other words, it is possible to lose money by
   investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS which begins on page 6.

    [GRAPHIC OF TRIANGLE]

    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.


------
2


FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the performance of the fund's Class I shares for
each full calendar year in the life of the class. It indicates the volatility of
the fund's historical returns from year to year. Fees associated with your
variable annuity or variable life insurance contract are not reflected in the
chart below. Had they been included, returns presented below would have been
lower. The returns of the fund's other classes will differ from those shown in
the chart, depending on the expenses of those classes.

VP ULTRA - CLASS I

The highest and lowest quarterly returns for the period reflected in the bar
chart are:

HIGHEST LOWEST
--------------------------------------------------------------------------------
VP Ultra 13.10% (2Q 2003) -15.43% (3Q 2002)
--------------------------------------------------------------------------------

Average Annual Total Returns

The following tables show the average annual total returns of the fund's classes
for the periods indicated. The benchmark is an unmanaged index that has no
operating costs and is included in the table for performance comparison. The S&P
500® Index is viewed as a broad measure of U.S. stock performance, and the
Russell 1000® Growth Index measures the performance of those companies in the
Russell 1000® Index with higher price-to-book ratios and forecasted growth
values.

------
3

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Ultra -3.28% 1.09% 0.11%
Russell 1000® Growth Index 9.07% 2.69% 0.35%(2)
(reflects no deduction for fees,
expenses or taxes)
S&P 500® Index 15.79% 6.19% 4.05%(2)
(reflects no deduction for fees,
expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS I IS MAY 1, 2001.

(2) SINCE APRIL 30, 2001, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

CLASS II
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Ultra -3.39% 1.87%
Russell 1000® Growth Index 9.07% 5.37%(2)
(reflects no deduction for fees,
expenses or taxes)
S&P 500® Index 15.79% 8.02%(2)
(reflects no deduction for fees,
expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS II IS MAY 1, 2002.

(2) SINCE APRIL 30, 2002, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

CLASS III
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Ultra -3.28% 2.21%
Russell 1000® Growth Index 9.07% 5.70%(2)
(reflects no deduction for fees,
expenses or taxes)
S&P 500® Index 15.79% 8.14%(2)
(reflects no deduction for fees,
expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS III IS MAY 13, 2002.

(2) SINCE MAY 9, 2002, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.

------
4

FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Class III shares have a 1.0% redemption fee for shares that are redeemed or
exchanged within 60 days of purchase. The redemption fee is charged as a
percentage of the amount redeemed or exchanged. For an explanation of other fees
that may be charged, see your separate account prospectus. Shares held more than
60 days are not subject to a redemption fee.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES(2) EXPENSES(3) EXPENSES
--------------------------------------------------------------------------------
Class I 1.00% None 0.00% 1.00%
--------------------------------------------------------------------------------
Class II 0.90% 0.25% 0.00% 1.15%
--------------------------------------------------------------------------------
Class III 1.00% None 0.00% 1.00%
--------------------------------------------------------------------------------

(2) THE 12B-1 FEE IS USED TO COMPENSATE INSURANCE COMPANIES FOR
DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE
Multiple Class Information AND Rule 12b-1 Fees, PAGE 14.

EXAMPLE

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class I $102 $318 $551 $1,219
--------------------------------------------------------------------------------
Class II $117 $364 $630 $1,390
--------------------------------------------------------------------------------
Class III $102 $318 $551 $1,219
--------------------------------------------------------------------------------

------
5

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The portfolio managers look for stocks of larger-sized companies they believe
will increase in value over time, using an investment strategy developed by
American Century. In implementing this strategy, the portfolio managers use a
bottom-up approach in stock selection. This means that the portfolio managers
make their investment decisions based primarily on their analysis of individual
companies, rather than on broad economic forecasts. Management of the fund is
based on the belief that, over the long term, stock price movements follow
growth in earnings, revenues and/or cash flow.

Using American Century's extensive computer database, as well as other primary
analytical research tools, the portfolio managers track financial information
for individual companies to identify and evaluate trends in earnings, revenues
and other business fundamentals. Under normal market conditions, the fund's
portfolio will primarily consist of securities of companies whose earnings and
revenues are not only growing, but growing at an accelerating pace. This
includes companies whose growth rates, although still negative, are less
negative than prior periods, and companies whose growth rates are expected to
accelerate. Other analytical techniques help identify additional signs of
business improvement, such as increasing cash flows, or other indications of the
relative strength of a company's business. In addition to accelerating growth
and other signs of business improvement, the fund also considers companies
demonstrating price strength relative to their peers. These techniques help the
portfolio managers buy or hold the stocks of companies they believe have
favorable growth prospects and sell the stocks of companies whose
characteristics no longer meet their criteria.

The portfolio 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 debt
securities, options, preferred stock and equity-equivalent securities, such as
convertible securities, stock futures contracts or stock index futures
contracts. The fund generally limits its purchase of debt securities to
investment-grade obligations. 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 contracts 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.

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, cash-equivalent securities or short-term debt securities. To the extent
the fund assumes a defensive position it will not be pursuing its objective of
long-term capital growth.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

------
6

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The portfolio 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.

Although the portfolio 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.

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 a
fund's style, 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 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.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
7

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

MANAGEMENT FEE PAID BY THE FUND
TO THE ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2006 CLASS I CLASS II CLASS III
--------------------------------------------------------------------------------
VP Ultra Fund 1.00% 0.90% 1.00%
--------------------------------------------------------------------------------

------
8

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

WADE W. SLOME

Mr. Slome, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since its inception. He joined American Century in June
1998 and became a portfolio manager in July 2002. He also holds a bachelor's
degree in economics from the University of California - Los Angeles and an MBA
in finance from Cornell University. He is a CFA charterholder.

TOM TELFORD

Mr. Telford, Vice President and Portfolio Manager, joined the team that manages
the fund in June 2006. He joined American Century in July 1996 and became a
portfolio manager in February 2000. He has a bachelor of business administration
from Southern Methodist University and an MBA from Wharton School of Business,
University of Pennsylvania. He is a CFA charterholder.

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

------
9

FEES AND EXPENSES

------
10

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

If you redeem or exchange your Class III shares of the fund within 60 days of
their purchase, you will pay a redemption fee of 1.0% of the value of the shares
redeemed or exchanged. The redemption fee does not apply to shares purchased
through reinvested distributions (dividends and capital gains). The redemption
fee is retained by the fund and helps cover transaction fees and other costs
that long-term investors may bear due to short-term trading.

ABUSIVE TRADING PRACTICES

American Century's policies do not permit us to enter into arrangements with
fund shareholders that permit such shareholders to engage in frequent purchases
and redemptions of fund shares. However, 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.
Therefore, 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. As a heightened measure for
the fund, the board has approved for Class III shares the imposition of a
redemption fee for redemption of shares within a specified number of days of
purchase. See SHAREHOLDER FEES, page 5, for a complete description of the
redemption fee

------
11

applicable to the fund. There may be limitations on the ability of insurance
companies to impose restrictions on the trading practices of their clients. As a
result, American Century's ability to monitor and discourage abusive trading
practices in this fund may be limited.

MODIFYING OR CANCELING AN INVESTMENT

RIGHT TO CHANGE POLICIES

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of each
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. A fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

------
12

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS
STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

TAXES

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

------
13

MULTIPLE CLASS INFORMATION

American Century offers three classes of shares of the fund: Class I, Class II
and Class III. All classes are offered exclusively to insurance companies to
fund their obligations under the variable annuity and variable life contracts
purchased by their clients.

Class I and Class III have the same fees and expenses, with one exception. Class
III shares have a 1.0% redemption fee for shares that are redeemed or exchanged
within 60 days of purchase. Class II shares have different fees and expenses.
The difference in the fee structures between the classes is the result of their
separate arrangements for distribution services. It is not the result of any
difference in advisory or custodial fees or other expenses related to the
management of the fund's assets, which do not vary by class. Different fees and
expenses will affect performance.

RULE 12B-1 FEES

------
14

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

On a per-share basis, each table includes as appropriate

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

Each table also includes some key statistics for the period as appropriate

* TOTAL RETURN - the overall percentage of return of the fund, assuming the
reinvestment of all distributions

* EXPENSE RATIO - the operating expenses of the fund as a percentage of
average net assets

* NET INCOME RATIO - the net investment income of the fund as a percentage
of average net assets

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
that is replaced during the period

------
15

VP ULTRA FUND

Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
------------------------------------------------------------------------------------------
PER-SHARE DATA
------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $10.38 $10.16 $9.18 $7.35 $9.53
------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(1) (0.01) (0.01) -(2) (0.01) 0.02
----------------------------------------
Net Realized and Unrealized (0.33) 0.22 0.98 1.84 (2.18)
Gain (Loss)
------------------------------------------------------------------------------------------
Total From Investment Operations (0.34) 0.21 0.98 1.83 (2.16)
------------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income - - - - (0.02)
------------------------------------------------------------------------------------------
Redemption Fees(1) -(2) 0.01 -(2) -(2) -(2)
------------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.04 $10.38 $10.16 $9.18 $7.35
==========================================================================================
TOTAL RETURN(3) (3.28)% 2.17% 10.68% 24.90% (22.71)%

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 1.01% 1.00% 1.01% 1.00%
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.06)% (0.08)% 0.05% (0.15)% 0.19%
----------------------------------------
Portfolio Turnover Rate 118% 58% 45% 111% 168%
----------------------------------------
Net Assets, End of Period
(in thousands) $104,270 $105,560 $79,489 $63,364 $31,621
------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(2) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(3) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL
GAINS DISTRIBUTIONS, IF ANY. THE TOTAL RETURN OF THE CLASSES MAY NOT
PRECISELY REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF
CALCULATING THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES
WERE CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD
MORE CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET
ASSET VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC
GUIDELINES AND DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE
CLASS AND ANOTHER.

------
16

VP ULTRA FUND

Class II

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002(1)
------------------------------------------------------------------------------------------
PER-SHARE DATA
------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $10.33 $10.13 $9.16 $7.34 $9.16
------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(2) (0.02) (0.02) -(3) (0.03) -(3)
----------------------------------------
Net Realized and Unrealized (0.33) 0.21 0.97 1.85 (1.81)
Gain (Loss)
------------------------------------------------------------------------------------------
Total From Investment Operations (0.35) 0.19 0.97 1.82 (1.81)
------------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income - - - - (0.01)
------------------------------------------------------------------------------------------
Redemption Fees(2) -(3) 0.01 -(3) -(3) -(3)
------------------------------------------------------------------------------------------
Net Asset Value, End of Period $9.98 $10.33 $10.13 $9.16 $7.34
==========================================================================================
TOTAL RETURN(4) (3.39)% 1.97% 10.59% 24.80% (19.80)%

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.15% 1.16% 1.15% 1.16% 1.15%(5)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.21)% (0.23)% (0.10)% (0.30)% 0.07%(5)
----------------------------------------
Portfolio Turnover Rate 118% 58% 45% 111% 168%(6)
----------------------------------------
Net Assets, End of Period
(in thousands) $524,005 $213,594 $91,984 $26,831 $2,635
------------------------------------------------------------------------------------------

(1) MAY 1, 2002 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(5) ANNUALIZED.

(6) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2002.

------
17

VP ULTRA FUND

Class III

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

----------------------------------------------------------------------------------------
2006 2005 2004 2003 2002(1)
----------------------------------------------------------------------------------------
PER-SHARE DATA
----------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $10.37 $10.15 $9.17 $7.34 $9.08
----------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(2) (0.01) -(3) 0.01 (0.02) 0.01
----------------------------------------
Net Realized and Unrealized (0.33) 0.21 0.97 1.85 (1.74)
Gain (Loss)
----------------------------------------------------------------------------------------
Total From Investment Operations (0.34) 0.21 0.98 1.83 (1.73)
----------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income - - - - (0.01)
----------------------------------------------------------------------------------------
Redemption Fees(2) -(3) 0.01 -(3) -(3) -(3)
----------------------------------------------------------------------------------------
Net Asset Value, End of Period $10.03 $10.37 $10.15 $9.17 $7.34
========================================================================================
TOTAL RETURN(4) (3.28)% 2.17% 10.69% 24.93% (19.02)%

RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.00% 1.01% 1.00% 1.01% 1.00%(5)
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.06)% (0.08)% 0.05% (0.15)% 0.14%(5)
----------------------------------------
Portfolio Turnover Rate 118% 58% 45% 111% 168%(6)
----------------------------------------
Net Assets, End of Period
(in thousands) $1,980 $3,098 $966 $339 $257
----------------------------------------------------------------------------------------

(1) MAY 13, 2002 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) PER-SHARE AMOUNT WAS LESS THAN $0.005.

(5) ANNUALIZED.

(6) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2002.

------
18

NOTES

------
19

NOTES

------
20

NOTES

------
21

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 publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53392

AMERICAN CENTURY INVESTMENTS
Prospectus

May 1, 2007

VP Value Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment
Services, Inc., Distributor

[american century investments logo and text logo]

[blank page]

Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

FUND PERFORMANCE HISTORY. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

OBJECTIVES, STRATEGIES AND RISKS. . . . . . . . . . . . . . . . . . . . . . . 6

MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SHARE PRICE, DISTRIBUTIONS AND TAXES. . . . . . . . . . . . . . . . . . . . . 11
MULTIPLE CLASS INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 14

FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY
INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

AN OVERVIEW OF THE FUND

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital growth. Income is a secondary objective.

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

In selecting stocks for the fund, the portfolio managers look for companies of
all sizes whose stock price may not reflect the company's value. The managers
attempt to purchase the stocks of these undervalued companies and hold each
stock until the price has increased to, or is higher than, a level the managers
believe more accurately reflects the fair value of the company.

The fund's principal risks include

* MULTI-CAP INVESTING - The fund is a multi-capitalization fund that invests
in companies of all sizes. The small and medium-sized companies in which the
fund invests may present greater opportunities for capital growth than larger
companies, but may be more volatile and subject to greater risk.

* STYLE RISK - If the market does not consider the individual stocks
purchased by the fund to be undervalued, the value of the fund's shares may
decline, even if stock prices generally are rising.

* FOREIGN SECURITIES - The fund may invest in foreign securities, which may
be riskier than investing in U.S. securities.

* MARKET RISK - The value of the 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 the fund's shares may fluctuate
significantly in the short term.

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
6.

[GRAPHIC OF TRIANGLE]

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.

------
2

FUND PERFORMANCE HISTORY

Annual Total Returns

VP VALUE - CLASS I

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

--------------------------------------------------------------------------------
HIGHEST LOWEST
--------------------------------------------------------------------------------
VP Value 18.09% (2Q 1999) -16.20% (3Q 2002)
--------------------------------------------------------------------------------

Average Annual Total Returns

The following tables show the average annual total returns of the fund's classes
for the periods indicated. The benchmarks are unmanaged indices that have no
operating costs and are included in the table for performance comparison. The
S&P 500® is viewed as a broad measure of U.S. stock performance. The Lipper
Multi-Cap Value Index is an index of multi-cap value funds that have management
styles similar to the fund's. The Russell 3000® Value Index measures the
performance of the 3,000 largest publicly traded U.S. companies with lower
price-to-book ratios and lower forecasted growth values.

------
3

CLASS I
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
VP Value 18.65% 9.93% 10.85%
S&P 500® Index 15.79% 6.19% 8.42%
(reflects no deduction for
fees, expenses or taxes)
Lipper Multi-Cap Value Index 17.07% 9.37% 9.55%
(reflects no deduction for taxes)
Russell 3000® Value Index 22.34% 11.20% 11.11%
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

CLASS II
LIFE OF
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS CLASS(1)
--------------------------------------------------------------------------------
VP Value 18.46% 9.75% 9.72%
S&P 500® Index 15.79% 6.19% 5.28%(2)
(reflects no deduction for
fees, expenses or taxes)
Lipper Multi-Cap Value Index 17.07% 9.37% 8.41%(2)
(reflects no deduction for taxes)
Russell 3000® Value Index 22.34% 11.20% 9.81%(2)
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS II IS AUGUST LASSES WITH
PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF CLASS.

(2) SINCE AUGUST 16, 2001, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

CLASS III
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Value 18.65% 10.99%
S&P 500® Index 15.79% 7.86%(2)
(reflects no deduction for
fees, expenses or taxes)
Lipper Multi-Cap Value Index 17.07% 10.01%(2)
(reflects no deduction for taxes)
Russell 3000® Value Index 22.34% 11.37%(2)
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS III IS MAY 6, 2002. ONLY CLASSES WITH
PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOW RETURNS FOR LIFE OF CLASS.

(2) SINCE MAY 2, 2002, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH
DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.

------
4

FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES(2) EXPENSES(3) EXPENSES
--------------------------------------------------------------------------------
Class I 0.93% None 0.00% 0.93%
--------------------------------------------------------------------------------
Class II 0.83% 0.25% 0.00% 1.08%
--------------------------------------------------------------------------------
Class III 0.93% None 0.00% 0.93%
--------------------------------------------------------------------------------

(2) THE 12B-1 FEE IS USED TO COMPENSATE INSURANCE COMPANIES FOR
DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE
Multiple Class Information AND Rule 12b-1 Fees, PAGE 14.

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds. Of
course, your actual costs may be higher or lower. They do not include fees and
expenses associated with your variable annuity or variable life insurance
contract. Had they been included, fees and expenses would have been higher.
Assuming you . . .

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class I $95 $296 $513 $1,139
--------------------------------------------------------------------------------
Class II $110 $342 $593 $1,311
--------------------------------------------------------------------------------
Class III $95 $296 $513 $1,139
--------------------------------------------------------------------------------

------
5

OBJECTIVES, STRATEGIES AND RISKS

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES?

The fund seeks long-term capital growth. Income is a secondary objective.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVES?

The portfolio managers look for stocks of companies of all sizes that they
believe are undervalued at the time of purchase. The managers use a value
investment strategy that looks for companies that are temporarily out of favor
in the market. The managers attempt to purchase the stocks of these undervalued
companies and hold each stock until it has returned to favor in the market and
the price has increased to, or is higher than, a level the managers believe more
accurately reflects the fair value of the company.

Companies may be undervalued due to market declines, poor economic conditions,
actual or anticipated bad news regarding the issuer or its industry, or because
they have been overlooked by the market. To identify these companies, the
portfolio managers look for companies with earnings, cash flows and/or assets
that may not be reflected accurately in the companies' stock prices or may be
outside the companies' historical ranges. The managers also may consider whether
the companies' securities have a favorable income-paying history and whether
income payments are expected to continue or increase. Since the fund invests in
companies of all sizes on an ongoing basis, it may be best characterized as a
multi-capitalization value fund.

The portfolio managers may sell stocks from the fund's portfolio if they
believe:

* a stock no longer meets their valuation criteria;

* a stock's risk parameters outweigh its return opportunity;

* more attractive alternatives are identified; or

* specific events alter a stock's prospects.

The portfolio managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep at least 65% of the fund's assets
invested in U.S. EQUITY SECURITIES at all times.

[GRAPHIC OF TRIANGLE]

EQUITY SECURITIES INCLUDE COMMON STOCK, PREFERRED STOCK AND
EQUITY-EQUIVALENT SECURITIES, SUCH AS SECURITIES CONVERTIBLE INTO
COMMON STOCK, STOCK FUTURES CONTRACTS OR STOCK INDEX FUTURES CONTRACTS.

When the managers believe it is prudent, the fund may invest a portion of its
assets in foreign securities, options, debt securities of companies, debt
obligations of governments and their agencies and other similar securities.

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, cash equivalent securities or short-term debt securities. To the extent
the fund assumes a defensive position, it will not be pursuing its objective of
capital growth.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

------
6

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The fund may invest in medium-sized and smaller companies, which may be more
volatile and subject to greater short-term risk than larger companies. Smaller
companies may have limited financial resources, product lines and markets, and
their securities may trade less frequently and in more limited volumes than the
securities of larger companies. In addition, smaller companies may have less
publicly available information.

If the market does not consider the individual stocks purchased by the fund to
be undervalued, the value of the fund's shares may not rise as high as other
funds and may in fact decline, even if stock prices generally are increasing.

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
7

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 its investment securities. The advisor
also arranges for transfer agency, custody and all other services necessary for
the fund to operate.

MANAGEMENT FEES PAID BY THE FUND
TO THE ADVISOR AS A PERCENTAGE OF AVERAGE
NET ASSETS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2006 CLASS I CLASS II CLASS III
--------------------------------------------------------------------------------
VP Value 0.93% 0.83% 0.93%
--------------------------------------------------------------------------------

------
8

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

PHILLIP N. DAVIDSON

Mr. Davidson, Chief Investment Officer Value Equity and Senior Vice President,
has been a member of the team that manages the fund since its inception. Prior
to joining American Century in September 1993 as a portfolio manager, he spent
11 years at Boatmen's Trust Company in St. Louis and served as vice president
and portfolio manager responsible for institutional value equity clients. He has
a bachelor's degree in finance and an MBA from Illinois State University. He is
a CFA charterholder.

SCOTT A. MOORE

Mr. Moore, Vice President and Senior Portfolio Manager, has been a member of the
team that manages the fund since October 1996. He joined American Century in
August 1993 and became a portfolio manager in February 1999. He has a bachelor's
degree in finance from Southern Illinois University and an MBA in finance from
the University of Missouri - Columbia. He is a CFA charterholder.

MICHAEL LISS

Mr. Liss, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since joining American Century in June 1998. He became a
senior investment analyst in August 2003 and then became a portfolio manager in
February 2004. He has a bachelor's degree in accounting and finance from
Albright College and an MBA in finance from Indiana University. He is a CFA
charterholder.

FUND PERFORMANCE

VP Value 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 objectives 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.

------
9

FUNDAMENTAL INVESTMENT POLICIES

FEES AND EXPENSES

------
10

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 unless your shares are redeemed or exchanged within 60 days
after your purchase, as described below. In addition, 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

American Century's policies do not permit us to enter into arrangements with
fund shareholders that permit such shareholders to engage in frequent purchases
and redemptions of fund shares. However, 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.
Therefore, 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. As a heightened measure for
the fund, the board has approved the imposition of a redemption fee for
redemption of shares within a specified number of days of purchase for Class III

------
11

shares. See SHAREHOLDER FEES, page 5, for a complete description of the
redemption fee applicable to the fund. There may be limitations on the ability
of insurance companies to impose restrictions on the trading practices of their
clients. As a result, American Century's ability to monitor and discourage
abusive trading practices in this fund may be limited.

MODIFYING OR CANCELING AN INVESTMENT

RIGHT TO CHANGE POLICIES

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of each
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. A fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

------
12

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS
STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

TAXES

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

------
13

MULTIPLE CLASS INFORMATION

RULE 12B-1 FEES

------
14

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

On a per-share basis, each table includes as appropriate

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

Each table also includes some key statistics for the period as appropriate

* TOTAL RETURN - the overall percentage of return of the fund, assuming the
reinvestment of all distributions

* EXPENSE RATIO - the operating expenses of the fund as a percentage of
average net assets

* NET INCOME RATIO - the net investment income of the fund as a percentage
of average net assets

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
that is replaced during the period

------
15

VP VALUE FUND

Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

----------------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
----------------------------------------------------------------------------------------------------
PER-SHARE DATA
----------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.20 $8.75 $7.79 $6.12 $7.44
----------------------------------------------------------------------------------------------------
Income From Investment Operations
--------------------------------------
Net Investment Income (Loss)(1) 0.13 0.13 0.09 0.09 0.08
--------------------------------------
Net Realized and Unrealized 1.26 0.28 1.01 1.65 (0.95)
Gain (Loss)
----------------------------------------------------------------------------------------------------
Total From Investment Operations 1.39 0.41 1.10 1.74 (0.87)
----------------------------------------------------------------------------------------------------
Distributions
--------------------------------------
From Net Investment Income (0.12) (0.08) (0.08) (0.07) (0.06)
--------------------------------------
From Net Realized Gains (0.73) (0.88) (0.06) - (0.39)
----------------------------------------------------------------------------------------------------
Total Distributions (0.85) (0.96) (0.14) (0.07) (0.45)
----------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $8.74 $8.20 $8.75 $7.79 $6.12
====================================================================================================
TOTAL RETURN(2) 18.65% 5.03% 14.33% 28.96% (12.62)%

RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.93% 0.93% 0.93% 0.95% 0.95%
--------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 1.58% 1.66% 1.16% 1.37% 1.17%
--------------------------------------
Portfolio Turnover Rate 132% 133% 139% 109% 106%
--------------------------------------
Net Assets, End of Period
(in thousands) $1,971,620 $2,297,418 $2,248,902 $1,919,580 $1,465,287
----------------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

------
16

VP VALUE FUND

Class II

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

--------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
--------------------------------------------------------------------------------------------
PER-SHARE DATA
--------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.19 $8.74 $7.78 $6.11 $7.44
--------------------------------------------------------------------------------------------
Income From Investment Operations
----------------------------------------
Net Investment Income (Loss)(1) 0.12 0.12 0.08 0.08 0.07
----------------------------------------
Net Realized and Unrealized 1.25 0.27 1.01 1.65 (0.95)
Gain (Loss)
--------------------------------------------------------------------------------------------
Total From Investment Operations 1.37 0.39 1.09 1.73 (0.88)
--------------------------------------------------------------------------------------------
Distributions
----------------------------------------
From Net Investment Income (0.10) (0.06) (0.07) (0.06) (0.06)
----------------------------------------
From Net Realized Gains (0.73) (0.88) (0.06) - (0.39)
--------------------------------------------------------------------------------------------
Total Distributions (0.83) (0.94) (0.13) (0.06) (0.45)
--------------------------------------------------------------------------------------------
Net Asset Value, End of Period $8.73 $8.19 $8.74 $7.78 $6.11
============================================================================================
TOTAL RETURN(2) 18.46% 4.85% 14.17% 28.81% (12.81)%

RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.08% 1.08% 1.08% 1.10% 1.10%
----------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 1.43% 1.51% 1.01% 1.22% 1.02%
----------------------------------------
Portfolio Turnover Rate 132% 133% 139% 109% 106%
----------------------------------------
Net Assets, End of Period
(in thousands) $840,512 $648,071 $433,465 $218,141 $82,976
--------------------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

------
17

VP VALUE FUND

Class III

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

------------------------------------------------------------------------------------
2006 2005 2004 2003 2002(1)
------------------------------------------------------------------------------------
PER-SHARE DATA
------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $8.20 $8.75 $7.79 $6.12 $6.92
------------------------------------------------------------------------------------
Income From Investment Operations
-------------------------------------
Net Investment Income (Loss)(2) 0.13 0.13 0.09 0.09 0.06
-------------------------------------
Net Realized and Unrealized 1.26 0.28 1.01 1.65 (0.86)
Gain (Loss)
------------------------------------------------------------------------------------
Total From Investment Operations 1.39 0.41 1.10 1.74 (0.80)
------------------------------------------------------------------------------------
Distributions
-------------------------------------
From Net Investment Income (0.12) (0.08) (0.08) (0.07) -
-------------------------------------
From Net Realized Gains (0.73) (0.88) (0.06) - -
------------------------------------------------------------------------------------
Total Distributions (0.85) (0.96) (0.14) (0.07) -
------------------------------------------------------------------------------------
Net Asset Value, End of Period $8.74 $8.20 $8.75 $7.79 $6.12
====================================================================================
TOTAL RETURN(3) 18.65% 5.03% 14.33% 28.96% (11.56)%

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 0.93% 0.93% 0.93% 0.95% 0.95%(4)
-------------------------------------
Ratio of Net Investment Income
(Loss) to Average Net Assets 1.58% 1.66% 1.16% 1.37% 1.50%(4)
-------------------------------------
Portfolio Turnover Rate 132% 133% 139% 109% 106%(5)
-------------------------------------
Net Assets, End of Period
(in thousands) $16,931 $8,750 $6,387 $1,819 $356
------------------------------------------------------------------------------------

(1) MAY 6, 2002 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2002.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(4) ANNUALIZED.

(5) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2002.

------
18

NOTES

------
19

NOTES

------
20

NOTES

------
21

MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

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 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 publicinfo@sec.gov

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

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53393

AMERICAN CENTURY INVESTMENTS
Prospectus

May 1, 2007

VP Vista(SM) Fund

THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.

American Century Investment Services, Inc., Distributor

[american century investments logo and text logo]

Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

FUND PERFORMANCE HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . . . . . . . . . . . 6

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SHARE PRICE, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . . . . .11

MULTIPLE CLASS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .14

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

[graphic of triangle]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS
OF KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

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 portfolio managers primarily look for stocks of medium-sized and smaller
companies they believe will increase in value over time, using an investment
strategy developed by American Century. In implementing this strategy, the
portfolio managers make their investment decisions based primarily on their
analysis of individual companies, rather than on broad economic forecasts.
Management of the fund is based on the belief that, over the long term, stock
price movements follow growth in earnings and revenues. The portfolio managers'
principal analytical technique involves the identification of companies with
earnings and revenues that are not only growing, but growing at an accelerating
pace.

The fund's principal risks include

* GROWTH STOCKS - Investments in growth stocks may involve special risks and
their prices may fluctuate more dramatically than the overall stock market.

* FOREIGN SECURITIES - The fund may invest in foreign securities, which can
be riskier than investing in U.S. securities.

* MARKET RISK - The value of the 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 the fund's shares may fluctuate
significantly in the short term.

[graphic of triangle]

PORTFOLIO TURNOVER IS A MEASURE OF HOW FREQUENTLY A FUND BUYS AND
SELLS PORTFOLIO SECURITIES.

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
6.

[graphic of triangle]

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.

------
2

FUND PERFORMANCE HISTORY

Annual Total Returns

The following bar chart shows the performance of the fund's Class I shares for
each full calendar year in the life of the class. It indicates the volatility of
the fund's historical returns from year to year. Fees associated with your
variable annuity or variable life insurance contract are not reflected in the
chart below. Had they been included, returns presented below would have been
lower. The returns of the fund's other class will differ from those shown in the
chart, depending on the expenses of that class.

VP VISTA - CLASS I

The highest and lowest quarterly returns for the periods reflected in the bar
chart are:

HIGHEST LOWEST
--------------------------------------------------------------------------------
VP Vista 18.01% (2Q 2003) -10.54% (3Q 2002)
--------------------------------------------------------------------------------

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3

Average Annual Total Returns

The following table shows the average annual total returns of the fund's classes
for the periods indicated. The benchmark is an unmanaged index that has no
operating costs and is included in the table for performance comparison. The
Russell Midcap® Growth Index measures the performance of the 800 smallest of
the 1,000 largest publicly traded U.S. companies (based on market
capitalization) with higher price-to-book ratios and forecasted growth values.

CLASS I
FOR THE CALENDAR YEAR
ENDED DECEMBER 31, 2006 1 YEAR 5 YEARS LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Vista 9.01% 9.24% 9.11%
Russell Midcap® Growth Index 10.66% 8.22% 11.74%
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS I IS OCTOBER 5, 2001.

CLASS II
FOR THE CALENDAR YEAR
ENDED DECEMBER 31, 2006 1 YEAR LIFE OF CLASS(1)
--------------------------------------------------------------------------------
VP Vista 8.88% 14.54%
Russell Midcap® Growth Index 10.66% 17.78%(2)
(reflects no deduction for
fees, expenses or taxes)
--------------------------------------------------------------------------------

(1) THE INCEPTION DATE FOR CLASS II IS APRIL 29, 2005.

(2) SINCE APRIL 30, 2005, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
WHICH DATA IS AVAILABLE.

Performance information is designed to help you see how fund returns can vary.
Keep in mind that past performance does not predict how the fund will perform in
the future.

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4

FEES AND EXPENSES

(1) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. FOR MORE
INFORMATION ABOUT THE UNIFIED MANAGEMENT FEE, SEE The Investment Advisor
UNDER Management.

(2) THE 12B-1 FEE IS USED TO COMPENSATE INSURANCE COMPANIES FOR
DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE
Multiple Class Information AND Rule 12b-1 Fees, PAGE 14.

EXAMPLE

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

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5

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The portfolio managers primarily look for stocks of medium-sized and smaller
companies they believe will increase in value over time, using an investment
strategy developed by American Century. In implementing this strategy, the
portfolio managers use a bottom-up approach to stock selection. This means that
the managers make their investment decisions based primarily on their analysis
of individual companies, rather than on broad economic forecasts. Management of
the fund is based on the belief that, over the long term, stock price movements
follow growth in earnings and revenues.

Using American Century's extensive computer database, as well as other primary
analytical research tools, the portfolio managers track financial information
for thousands of individual companies to identify and evaluate trends in
earnings, revenues and other business fundamentals. The portfolio managers'
principal analytical technique involves the identification of companies with
earnings and revenues that are not only growing, but growing at an accelerating
pace. This includes companies whose growth rates, although still negative, are
less negative than prior periods, and companies whose growth rates are expected
to accelerate. In addition to accelerating growth, the fund also considers
companies demonstrating price strength relative to their peers. These techniques
help the portfolio managers buy or hold the stocks of companies they believe
have favorable growth prospects and sell the stocks of companies whose
characteristics no longer meet their criteria.

The portfolio 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 portfolio
managers believe it is prudent, the fund may invest a portion of its assets in
debt securities, options, preferred stock and equity-equivalent securities, such
as convertible securities, stock futures contracts or stock index futures
contracts. The fund generally limits its purchase of debt securities to
investment-grade obligations. 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 contracts 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.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

------
6

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
7

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

MANAGEMENT FEE PAID BY THE
FUND TO THE ADVISOR AS A
PERCENTAGE OF AVERAGE NET
ASSETS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2006 CLASS I CLASS II
--------------------------------------------------------------------------------
VP Vista Fund 1.00% 0.90%
--------------------------------------------------------------------------------

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8

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

GLENN A. FOGLE

Mr. Fogle, Senior Vice President and Senior Portfolio Manager, has been a member
of the team that manages the fund since its inception. He joined American
Century in September 1990 and became a portfolio manager in June 1993. He has a
bachelor's degree in business administration (management) and an MBA in finance
from Texas Christian University. He is a CFA charterholder.

DAVID M. HOLLOND

Mr. Hollond, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since its inception. He joined American Century in 1998
and became a portfolio manager in March 2004. He has a bachelor's degree in
Russian and economics from Grinnell College, a master's degree in economics from
the University of Wisconsin, a master's degree in international studies from the
University of Pennsylvania and an MBA in finance from The Wharton School at the
University of Pennsylvania.

BRADLEY J. EIXMANN

Mr. Eixmann, Portfolio Manager, has been a member of the team that manages the
fund since joining American Century in July 2002 as an investment analyst. He
became a Portfolio Manager in February 2007. He has a bachelor's degree in
managerial studies and economics from Rice University and an MBA in finance from
the University of Texas. He is a CFA charterholder.

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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9

FEES AND EXPENSES

------
10

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

MODIFYING OR CANCELING AN INVESTMENT

------
11

RIGHT TO CHANGE POLICIES

SHARE PRICE

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

------
12

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[graphic of triangle]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS,
SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

TAXES

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

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13

MULTIPLE CLASS INFORMATION

American Century offers two classes of shares of the fund: Class I and Class II.
All classes are offered exclusively to insurance companies to fund their
obligations under the variable annuity and variable life contracts purchased by
their clients.

Class II shares have different fees and expenses. The difference in the fee
structures between the classes is the result of their separate arrangements for
distribution services. It is not the result of any difference in advisory or
custodial fees or other expenses related to the management of the fund's assets,
which do not vary by class. Different fees and expenses will affect performance.

RULE 12B-1 FEES

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14

FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

On a per-share basis, each table includes as appropriate

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to investors

* share price at the end of the period

Each table also includes some key statistics for the period as appropriate

* TOTAL RETURN - the overall percentage of return of the fund, assuming the
reinvestment of all distributions

* EXPENSE RATIO - the operating expenses of the fund as a percentage of
average net assets

* NET INCOME RATIO - the net investment income of the fund as a percentage
of average net assets

* PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio
that is replaced during the period

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15

VP VISTA FUND

Class I

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

--------------------------------------------------------------------------------
2006 2005 2004 2003 2002
--------------------------------------------------------------------------------
PER-SHARE DATA
--------------------------------------------------------------------------------
Net Asset Value, $14.49 $13.40 $11.59 $8.15 $10.15
Beginning of Period
--------------------------------------------------------------------------------
Income From
Investment Operations
---------------------------
Net Investment (0.05)(1) (0.05)(1) (0.01)(1) (0.05) (0.02)
Income (Loss)
---------------------------
Net Realized and 1.35 1.14 1.82 3.49 (1.98)
Unrealized Gain (Loss)
--------------------------------------------------------------------------------
Total From 1.30 1.09 1.81 3.44 (2.00)
Investment Operations
--------------------------------------------------------------------------------
Distributions
---------------------------
From Net Realized Gains (0.05) - - - -
--------------------------------------------------------------------------------
Net Asset Value, $15.74 $14.49 $13.40 $11.59 $8.15
End of Period
================================================================================
TOTAL RETURN(2) 9.01% 8.13% 15.62% 42.21% (19.70)%

RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Ratio of Operating
Expenses to Average
Net Assets 1.00% 1.01% 1.00% 1.00% 1.00%
---------------------------
Ratio of Net Investment
Income (Loss)
to Average Net Assets (0.31)% (0.40)% (0.05)% (0.58)% (0.29)%
---------------------------
Portfolio Turnover Rate 215% 276% 252% 262% 294%
---------------------------
Net Assets, End of
Period (in thousands) $60,297 $16,863 $9,612 $2,206 $1,164
--------------------------------------------------------------------------------

(1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

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16

VP VISTA FUND

Class II

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

--------------------------------------------------------------------------------
2006 2005(1)
--------------------------------------------------------------------------------
PER-SHARE DATA
--------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $14.48 $12.56
--------------------------------------------------------------------------------
Income From Investment Operations
-------------------------------------------------
Net Investment Income (Loss)(2) (0.07) (0.05)
-------------------------------------------------
Net Realized and Unrealized Gain (Loss) 1.35 1.97
--------------------------------------------------------------------------------
Total From Investment Operations 1.28 1.92
--------------------------------------------------------------------------------
Distributions
-------------------------------------------------
From Net Realized Gains (0.05) -
--------------------------------------------------------------------------------
Net Asset Value, End of Period $15.71 $14.48
================================================================================
TOTAL RETURN(3) 8.88% 15.29%

RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.15% 1.16%(4)
-------------------------------------------------
Ratio of Net Investment Income (Loss) to
Average Net Assets (0.46)% (0.55)%(4)
-------------------------------------------------
Portfolio Turnover Rate 215% 276%(5)
-------------------------------------------------
Net Assets, End of Period (in thousands) $2,988 $1,250
--------------------------------------------------------------------------------

(1) APRIL 29, 2005 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2005.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(4) ANNUALIZED.

(5) PORTFOLIO TURNOVER IS CALCULATED AT THE FUND LEVEL. PERCENTAGE
INDICATED WAS CALCULATED FOR THE YEAR ENDED DECEMBER 31, 2005.

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17

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 publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53394

AMERICAN CENTURY INVESTMENTS

Prospectus

May 1, 2007

VP Global Growth Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

American Century Investment
Services, Inc., Distributor

[american century investments logo and text logo]

Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . . . . . . . . . . . 5

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SHARE PRICE, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . . . . .11

[GRAPHIC OF TRIANGLE]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY
INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

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 invests primarily in companies located in developed countries
world-wide (including the United States). The portfolio managers look for stocks
of companies they believe will increase in value over time, using an investment
strategy developed by American Century. In implementing this strategy, the
portfolio managers make their investment decisions based primarily on their
analysis of individual companies, rather than on broad economic forecasts.
Management of the fund is based on the belief that, over the long term, stock
price movements follow growth in earnings, revenues and/or cash flow. The
portfolio managers use a variety of analytical research tools and techniques to
identify the stocks of companies that meet their investment criteria. Under
normal market conditions, the fund's portfolio will primarily consist of
securities of companies whose earnings or revenues are not only growing, but
growing at an accelerating pace.

The fund's principal risks include

* FOREIGN RISK - The fund invests in foreign securities, which are generally
riskier than U.S. securities. As a result, the fund is subject to foreign
risk, meaning that political events (such as civil unrest, national elections
and imposition of exchange controls), social and economic events (such as
labor strikes and 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 invests in securities denominated in
foreign currencies, the fund is subject to currency risk, meaning that the
fund could experience gains or losses based solely on changes in the exchange
rate between foreign currencies and the U.S. dollar.

* GROWTH STOCKS - Investments in growth stocks may involve special risks and
their prices may fluctuate more dramatically than the overall stock market.

* MARKET RISK - The value of the 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.

------
2

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

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
5.

[GRAPHIC OF TRIANGLE]

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.

FUND PERFORMANCE HISTORY

Because the fund is new, its performance history is not available as of the date
of this prospectus. When 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 total returns. This information
indicates the volatility of the fund's historical returns from year to year.

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3

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES EXPENSES(2) EXPENSES
--------------------------------------------------------------------------------
Class I 1.30% None 0.00% 1.30%
--------------------------------------------------------------------------------

(1) THE FUND PAYS THE ADVISOR A SINGLE, UNIFIED MANAGEMENT FEE FOR
ARRANGING ALL SERVICES NECESSARY FOR THE FUND TO OPERATE. THE FUND HAS A
STEPPED FEE SCHEDULE. AS A RESULT, THE FUND'S UNIFIED MANAGEMENT FEE RATE
GENERALLY DECREASES AS STRATEGY ASSETS INCREASE AND INCREASES AS STRATEGY
ASSETS DECREASE. FOR MORE INFORMATION ABOUT THE UNIFIED MANAGEMENT FEE,
INCLUDING AN EXPLANATION OF STRATEGY ASSETS, SEE The Investment Advisor
UNDER Management.

(2) OTHER EXPENSES, WHICH INCLUDE THE FEES AND EXPENSES OF THE FUND'S
INDEPENDENT DIRECTORS AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST, ARE
EXPECTED TO BE LESS THAN 0.005% FOR THE CURRENT FISCAL YEAR.

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds. They do
not include fees and expenses associated with your variable annuity or variable
life insurance contract. Had they been included, fees and expenses would have
been higher. Of course your actual costs may be higher or lower. Assuming
you . . .

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Class I $132 $410 $710 $1,558
--------------------------------------------------------------------------------

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4

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The fund's assets will be invested primarily in EQUITY SECURITIES of issuers
located in developed countries world-wide (including the United States).

[GRAPHIC OF TRIANGLE]

EQUITY SECURITIES INCLUDE COMMON STOCK, PREFERRED STOCK, AND
EQUITY-EQUIVALENT SECURITIES, SUCH AS SECURITIES CONVERTIBLE INTO COMMON
STOCK, STOCK FUTURES CONTRACTS OR STOCK INDEX FUTURES CONTRACTS.

In addition to locating strong companies with earnings, revenue and/or cash flow
growth, the portfolio 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
portfolio 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 portfolio 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. However, the fund
can purchase other types of securities as well, such as forward currency
exchange contracts, notes, bonds and other debt securities of companies, and
obligations of domestic or foreign governments and their agencies.

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5

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 denominated in U.S. dollars
or another currency. To the extent the fund assumes a defensive position,
however, it will not be pursuing its objective of capital growth.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

Investing in securities of companies located in EMERGING MARKET countries
generally is also riskier than investing in securities of companies located in
foreign developed countries.

[GRAPHIC OF TRIANGLE]

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6

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
7

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

MANAGEMENT FEE PAID
BY THE FUND TO THE ADVISOR
AS A PERCENTAGE OF AVERAGE
NET ASSETS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2006 CLASS I
--------------------------------------------------------------------------------
VP Global Growth N/A(1)
--------------------------------------------------------------------------------

(1) CLASS I HAD NOT COMMENCED OPERATIONS AS OF DECEMBER 31, 2006. CLASS I
WILL PAY THE ADVISOR A UNIFIED MANAGEMENT FEE OF 1.30% OF ITS PRO RATA
SHARE OF THE FIRST $1 BILLION OF THE STRATEGY ASSETS, 1.15% OF ITS PRO RATA
SHARE OF THE NEXT $1 BILLION OF THE STRATEGY ASSETS AND 1.05% OF ITS PRO
RATA SHARE OVER $2 BILLION OF THE STRATEGY ASSETS.

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8

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

KEITH CREVELING

Mr. Creveling, Vice President and Portfolio Manager, has been a member of the
team that manages the fund since its inception. He joined American Century in
October 1999 and became a portfolio manager in April 2002. He has a bachelor's
degree in accounting from Drexel University and an MBA from the Stern School of
Business, New York University. He is a CFA charterholder.

HELEN O'DONNELL

Ms. O'Donnell, Portfolio Manager, has been a member of the team that manages the
fund since its inception. She joined American Century in November 2000 as a
senior investment analyst and became a portfolio manager in November 2005. She
has a bachelor's degree in communications from Fordham University.

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

------
9

FEES AND EXPENSES

------
10

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

MODIFYING OR CANCELING AN INVESTMENT

------
11

RIGHT TO CHANGE POLICIES

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of each
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. A fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

------
12

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[GRAPHIC OF TRIANGLE]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK,
FROM THE TIME THE ASSETS ARE PURCHASED.

TAXES

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

------
13

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 publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53389

AMERICAN CENTURY INVESTMENTS
Prospectus

May 1, 2007

VP Growth Fund

THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.

American Century Investment Services, Inc., Distributor

[american century investments logo and text logo]

Table of Contents

AN OVERVIEW OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

OBJECTIVES, STRATEGIES AND RISKS . . . . . . . . . . . . . . . . . . . . . . . 4

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SHARE PRICE, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . . . . . 9

[graphic of triangle]

THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF
KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION.

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

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 portfolio managers look for stocks of companies they believe will increase
in value over time, using an investment strategy developed by American Century.
In implementing this strategy, the portfolio managers make their investment
decisions based primarily on their analysis of individual companies, rather than
on broad economic forecasts. Management of the fund is based on the belief that,
over the long term, stock price movements follow growth in earnings, revenues
and/or cash flow.

The portfolio managers use a variety of analytical research tools and techniques
to identify the stocks of larger-sized companies that meet their investment
criteria. Under normal market conditions, the fund's portfolio will primarily
consist of securities of companies demonstrating business improvement.

The fund's principal risks include

* GROWTH STOCKS - Investments in growth stocks may involve special risks and
their prices may fluctuate more dramatically than the overall stock market.

* FOREIGN SECURITIES - The fund may invest in foreign securities, which can
be riskier than investing in U.S. securities.

* MARKET RISK - The value of the 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 the fund's shares may fluctuate
significantly in the short term.

* PRINCIPAL LOSS - At any given time your shares may be worth less than the
price you paid for them. In other words, it is possible to lose money by
investing in the fund.

A more detailed description of the fund's investment strategies and risks may be
found under the heading OBJECTIVES, STRATEGIES AND RISKS, which begins on page
4.

[graphic of triangle]

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.

FUND PERFORMANCE HISTORY

The fund's performance history is not available as of the date of this
prospectus. When 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 total returns. This information indicates
the volatility of the fund's historical returns from year to year.

------
2

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

DISTRIBUTION TOTAL ANNUAL
MANAGEMENT AND SERVICE OTHER FUND OPERATING
FEE(1) (12B-1) FEES EXPENSES(2) EXPENSES
--------------------------------------------------------------------------------
Class I 1.00% None 0.00% 1.00%
--------------------------------------------------------------------------------

EXAMPLE

The examples in the table below are intended to help you compare the costs of
investing in the fund with the costs of investing in other mutual funds. They do
not include fees and expenses associated with your variable annuity or variable
life insurance contract. Had they been included, fees and expenses would have
been higher. Of course your actual costs maybe higher or lower. Assuming you . .
.

* invest $10,000 in the fund

* redeem all of your shares at the end of the periods shown below

* earn a 5% return each year

* incur the same operating expenses as shown above

. . . your cost of investing in the fund would be:

------
3

OBJECTIVES, STRATEGIES AND RISKS

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The fund seeks long-term capital growth.

HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE?

The portfolio managers look for stocks of larger-sized companies they believe
will increase in value over time, using an investment strategy developed by
American Century. In implementing this strategy, the portfolio managers use a
bottom-up approach to stock selection. This means that the portfolio managers
make their investment decisions based primarily on their analysis of individual
companies, rather than on broad economic forecasts. Management of the fund is
based on the belief that, over the long term, stock price movements follow
growth in earnings, revenues and/or cash flow.

Using American Century's extensive computer database, as well as other primary
analytical research tools, the portfolio managers track financial information
for individual companies to identify and evaluate trends in earnings, revenues
and other business fundamentals. Under normal market conditions, the fund's
portfolio will primarily consist of securities of companies demonstrating
business improvement. Analytical indicators helping to identify signs of
business improvement could include accelerating earnings or revenue growth
rates, increasing cash flows, or other indications of the relative strength of a
company's business. These techniques help the portfolio managers buy or hold the
stocks of companies they believe have favorable growth prospects and sell the
stocks of companies whose characteristics no longer meet their criteria.

The portfolio 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 debt
securities, options, preferred stock and equity-equivalent securities, such as
convertible securities, stock futures contracts or stock index futures
contracts. The fund generally limits its purchase of debt securities to
investment-grade obligations. 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 contracts 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.

A description of the policies and procedures with respect to the disclosure of
the fund's portfolio securities is available in the statement of additional
information.

------
4

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

At any given time your shares may be worth less than the price you paid for
them. In other words, it is possible to lose money by investing in the fund.

------
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 rate of the fee is determined by applying a formula that takes into account
all of the advisor's assets under management in the fund's investment strategy
(strategy assets). Strategy assets include the assets of the fund as well as
certain assets of other clients of the advisor outside the American Century fund
family (such as subadvised funds and separate accounts) that use very similar
investment teams and strategies. The use of strategy assets, rather than fund
assets, in calculating the fund's fee rate could allow the fund to realize
scheduled cost savings more quickly. However, the fund's strategy assets
currently do not include assets of other client accounts. In addition, if such
assets are acquired in the future, they may not be sufficient to result in a
lower management fee rate.

MANAGEMENT FEE PAID BY THE
FUND TO THE ADVISOR AS A
PERCENTAGE OF AVERAGE NET
ASSETS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2006 CLASS I
--------------------------------------------------------------------------------
VP Growth N/A(1)
--------------------------------------------------------------------------------

(1) CLASS I HAD NOT COMMENCED OPERATIONS AS OF DECEMBER 31, 2006. CLASS I
WILL PAY THE ADVISOR A UNIFIED MANAGEMENT FEE OF 1.00% OF THE FIRST $5
BILLION OF STRATEGY ASSETS, 0.98% OF THE NEXT $5 BILLION OF STRATEGY
ASSETS, 0.97% OF THE NEXT $5 BILLION OF STRATEGY ASSETS, 0.96% OF THE NEXT
$5 BILLION OF STRATEGY ASSETS, 0.95% OF THE NEXT $5 BILLION OF STRATEGY
ASSETS, 0.90% OF THE NEXT $5 BILLION OF STRATEGY ASSETS, AND 0.80% OF
STRATEGY ASSETS OVER $30 BILLION.

------
6

THE FUND MANAGEMENT TEAM

The portfolio managers on the investment team who are jointly and primarily
responsible for the day-to-day management of the fund are identified below.

GREGORY J. WOODHAMS

Mr. Woodhams, Vice President and Senior Portfolio Manager, has been a member of
the team that manages the fund since its inception. He joined American Century
in September 1997 and became a portfolio manager in May 1998. 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 CFA charterholder.

E. A. PRESCOTT LEGARD

Mr. LeGard, Vice President and Portfolio Manager, has been a member of the team
that manages the fund since its inception. He joined American Century in March
1999 and became a portfolio manager in April 2000. He has a bachelor's degree in
economics from DePauw University. He is a CFA charterholder.

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

FEES AND EXPENSES

------
7

------
8

SHARE PRICE, DISTRIBUTIONS AND TAXES

PURCHASE AND REDEMPTION OF SHARES

ABUSIVE TRADING PRACTICES

MODIFYING OR CANCELING AN INVESTMENT

------
9

RIGHT TO CHANGE POLICIES

SHARE PRICE

American Century will price the fund shares you purchase, exchange or redeem at
the net asset value (NAV) next determined after your order is received and
accepted by the fund's transfer agent, or other financial intermediary with the
authority to accept orders on the fund's behalf. We determine the NAV of each
fund as of the close of regular trading (usually 4 p.m. Eastern time) on the New
York Stock Exchange (NYSE) on each day the NYSE is open. On days when the NYSE
is closed (including certain U.S. national holidays), we do not calculate the
NAV. A fund's NAV is the current value of the fund's assets, minus any
liabilities, divided by the number of shares outstanding.

* a debt security has been declared in default; or

* trading in a security has been halted during the trading day.

------
10

Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day.

DISTRIBUTIONS

[graphic of triangle]

CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH
AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED.

TAXES

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

------
11

NOTES

------
12

NOTES

------
13

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 publicinfo@sec.gov

BY MAIL SEC Public Reference Section
Washington, D.C. 20549-0102

Investment Company Act File No. 811-5188

AMERICAN CENTURY INVESTMENTS
P.O. Box 419786
Kansas City, Missouri 64141-6786
1-800-378-9878 or 816-531-5575

0705
SH-PRS-53390

May 1, 2007

AMERICAN CENTURY INVESTMENTS
STATEMENT OF ADDITIONAL INFORMATION

American Century Variable Portfolios, Inc.
VP Balanced Fund
VP Capital Appreciation Fund
VP Global Growth Fund
VP Growth Fund
VP Income & Growth Fund
VP International Fund
VP Large Company Value Fund
VP Mid Cap Value Fund
VP Ultra® Fund
VP Value Fund
VP Vista(SM) Fund

THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUNDS'
PROSPECTUSES, DATED MAY 1, 2007, 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 THE
INSURANCE COMPANY FROM WHICH YOU PURCHASED THE FUND OR 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 1-800-378-9878.

American Century Investment Services, Inc., Distributor

[american century investments logo and text logo]

American Century Investment Services, Inc., Distributor

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

Table of Contents

The Funds' History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Fund Investment Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . 3
All Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
VP Capital Appreciation, VP Global Growth, VP Growth,
VP International, VP Ultra and VP Vista . . . . . . . . . . . . . . . .3
VP Balanced and VP Income & Growth. . . . . . . . . . . . . . . . . . .4
VP Large Company Value, VP Value and VP Mid Cap Value . . . . . . . . .4

Fund Investments and Risks . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Investment Strategies and Risks. . . . . . . . . . . . . . . . . . . . 5
Investment Policies . . . . . . . . . . . . . . . . . . . . . . . . . 26
Temporary Defensive Measures. . . . . . . . . . . . . . . . . . . . . 29
Portfolio Turnover. . . . . . . . . . . . . . . . . . . . . . . . . . 29

Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
The Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . 33
Ownership of Fund Shares. . . . . . . . . . . . . . . . . . . . . . . 37
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
Proxy Voting Guidelines. . . . . . . . . . . . . . . . . . . . . . . .38
Disclosure of Portfolio Holdings . . . . . . . . . . . . . . . . . . .39

The Funds' Principal Shareholders. . . . . . . . . . . . . . . . . . . . . . .43

Service Providers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Investment Advisor. . . . . . . . . . . . . . . . . . . . . . . . . . 46
Subadvisor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Portfolio Managers. . . . . . . . . . . . . . . . . . . . . . . . . . 49
Transfer Agent and Administrator. . . . . . . . . . . . . . . . . . . 56
Distributor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
Custodian Banks. . . . . . . . . . . . . . . . . . . . . . . . . . . .56
Independent Registered Public Accounting Firm. . . . . . . . . . . . .56

Brokerage Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
All Funds Except Fixed-Income Portion of VP Balanced . . . . . . . . .57
The Fixed Income Portion of VP Balanced. . . . . . . . . . . . . . . .59
Regular Broker-Dealers . . . . . . . . . . . . . . . . . . . . . . . .59

Information About Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . 60
Multiple Class Structure . . . . . . . . . . . . . . . . . . . . . . .60
Valuation of a Fund's Securities . . . . . . . . . . . . . . . . . . .64
Special Requirements for Large Redemptions . . . . . . . . . . . . . .65

Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Federal Income Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 65

Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Explanation of Fixed-Income Securities Ratings. . . . . . . . . . . . . . . . 67

------
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, and tax identification and stock registration numbers.

FUND INCEPTION DATE
--------------------------------------------------------------------------------
VP Balanced
Class I 05/01/1991
--------------------------------------------------------------------------------
VP Capital Appreciation
Class I 11/20/1987
--------------------------------------------------------------------------------
VP Global Growth
Class I N/A
--------------------------------------------------------------------------------
VP Growth
Class I N/A
--------------------------------------------------------------------------------
VP Income & Growth
Class I 10/30/1997
--------------------------------------------------------------------------------
Class II 05/01/2002
--------------------------------------------------------------------------------
Class III 06/26/2002
--------------------------------------------------------------------------------
VP International
Class I 05/01/1994
--------------------------------------------------------------------------------
Class II 08/15/2001
--------------------------------------------------------------------------------
Class III 05/02/2002
--------------------------------------------------------------------------------
Class IV 05/03/2004
--------------------------------------------------------------------------------
VP Large Company Value
Class I 12/01/2004
--------------------------------------------------------------------------------
Class II 10/29/2004
--------------------------------------------------------------------------------
VP Mid Cap Value
Class I 12/01/2004
--------------------------------------------------------------------------------
Class II 10/29/2004
--------------------------------------------------------------------------------
VP Ultra
Class I 05/01/2001
--------------------------------------------------------------------------------
Class II 05/01/2002
--------------------------------------------------------------------------------
Class III 05/13/2002
--------------------------------------------------------------------------------
VP Value
Class I 05/01/1996
--------------------------------------------------------------------------------
Class II 08/14/2001
--------------------------------------------------------------------------------
Class III 05/06/2002
--------------------------------------------------------------------------------
VP Vista
Class I 10/05/2001
--------------------------------------------------------------------------------
Class II 4/29/2005
--------------------------------------------------------------------------------

------
2

FUND INVESTMENT GUIDELINES

This section explains the extent to which the funds' advisor, American Century
Investment Management, Inc. or American Century Global 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 5.
In the case of the funds' principal investment strategies, these descriptions
elaborate upon the discussion contained in the prospectuses.

Each fund is diversified 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 (other than U.S. government securities and
securities of other investment companies).

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 (other
than the U.S. government or a regulated investment company) or it does not
own more than 10% of the outstanding voting 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.

VP CAPITAL APPRECIATION, VP GLOBAL GROWTH, VP GROWTH, VP INTERNATIONAL, VP ULTRA
AND VP VISTA

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 pages. It is the advisor's intention that each fund
will generally consist of domestic and foreign common stocks, convertible
securities 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 may use other
techniques when such a course is deemed appropriate in order to pursue a fund's
investment objective. Senior securities that, in the opinion of the portfolio
managers, are high-grade issues also may be purchased for defensive purposes.

So long as a sufficient number of acceptable securities are available, the
portfolio managers intend to keep the funds fully invested in securities,
regardless of the movement of stock or bond prices, generally. However, should a
fund's investment methodology fail to identify sufficient acceptable securities,
or for any other reason including the desire to take a temporary defensive
position, the funds may invest up to 100% of their assets in U.S. government
securities. In most circumstances, each fund's actual level of cash and cash
equivalents will be less than 10%. The managers may use futures contracts as a
way to expose each fund's cash assets to the market while maintaining liquidity.
As mentioned in the prospectuses, the managers may not leverage a fund's
portfolio. See DERIVATIVE SECURITIES, page 8, FUTURES AND OPTIONS, page 12 and
SHORT-TERM SECURITIES, page 23.

------
3

VP BALANCED AND VP INCOME & GROWTH

As a matter of fundamental policy, the managers will invest approximately 60% of
the VP Balanced portfolio in equity securities and the remainder in bonds and
other fixed-income securities. VP Income & Growth and the equity portion of VP
Balanced will generally be invested in equity securities of companies comprising
the 1,500 largest publicly traded companies in the United States. The funds'
investment approach may cause their investments in equity securities to be more
heavily invested in some industries than in others. However, they may not invest
more than 25% of the total assets in companies whose principal business
activities are in the same industry. In addition, as diversified investment
companies, their investments in a single issuer are limited, as described
previously in FUND INVESTMENT GUIDELINES. The portfolio managers also may
purchase foreign securities, convertible securities, equity-equivalent
securities, futures contracts and similar securities, and short-term securities.

The fixed-income portion of VP Balanced generally will be invested in a
diversified portfolio of high-grade government, corporate, asset-backed and
similar securities. There are no maturity restrictions on the fixed-income
securities in which the fund invests, but under normal conditions, the weighted
average maturity for the fixed-income portion of the fund will be in the three-
to 10-year range. The managers will actively manage the portfolio, adjusting the
weighted average portfolio maturity in response to expected changes in interest
rates. During periods of rising interest rates, a shorter weighted average
maturity may be adopted in order to reduce the effect of bond price declines on
the fund's net asset value. When interest rates are falling and bond prices are
rising, a longer weighted average portfolio maturity may be adopted. The
restrictions on the quality of the fixed-income securities the fund may purchase
are described in the prospectus. For a description of the fixed-income
securities rating system, see EXPLANATION OF FIXED-INCOME SECURITIES RATINGS,
page 67.

VP LARGE COMPANY VALUE, VP VALUE AND VP MID CAP VALUE

The managers of VP Large Company Value, VP Value and VP Mid Cap Value will
invest primarily in stocks of companies that the managers believe are
undervalued at the time of purchase. The portfolio managers usually will
purchase common stocks of U.S. and foreign companies, but they can purchase
other types of securities as well, such as domestic and foreign preferred
stocks, convertible securities, equity-equivalent securities, notes, bonds and
other debt securities.

Income is a secondary objective of VP Large Company Value, VP Value and VP Mid
Cap Value. As a result, a portion of the funds' assets may consist of debt
securities.

VP Large Company Value invests primarily in larger companies. Under normal
market conditions, the fund will have at least 80% of its assets in equity
securities of companies comprising the Russell 1000® Index.

VP Value invests in companies of all sizes. Under normal market conditions, the
fund will have at least 65% of its assets invested in U.S. equity securities.
Since the fund invests in companies of all sizes on an ongoing basis, it may be
best characterized as a multi-capitalization value fund.

VP Mid Cap Value invests primarily in mid cap companies. Under normal market
conditions, the fund will invest at least 80% of its assets in securities of
companies whose market capitalization at the time of purchase is within the
capitalization of the Russell 3000® Index, excluding the largest 100 such
companies.

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FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

This section describes investment vehicles and techniques the portfolio 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.

Adjustable-Rate Mortgage Loans (ARMs)

ARMs eligible for inclusion in a mortgage pool generally will provide for a
fixed initial mortgage interest rate for a specified period of time, generally
for either the first three, six, 12, 24, 36, 60 or 84 scheduled monthly
payments. Thereafter, the interest rates are subject to periodic adjustment
based on changes in an index.

ARMs have minimum and maximum rates beyond which the mortgage interest rate may
not vary over the lifetime of the loan. Certain ARMs provide for additional
limitations on the maximum amount by which the mortgage interest rate may adjust
for any single adjustment period. Negatively amortizing ARMs may provide
limitations on changes in the required monthly payment. Limitations on monthly
payments can result in monthly payments that are greater or less than the amount
necessary to amortize a negatively amortizing ARM by its maturity at the
interest rate in effect during any particular month.

There are two types of indices that provide the basis for ARM rate adjustments:
those based on market rates and those based on a calculated measure, such as a
cost-of-funds index or a moving average of mortgage rates. Commonly utilized
indices include the one-year, three-year and five-year constant maturity U.S.
Treasury rates (as reported by the Federal Reserve Board); the three-month
Treasury bill rate; the 180-day Treasury bill rate; rates on longer-term
Treasury securities; the Eleventh District Federal Home Loan Bank Cost of Funds
Index (EDCOFI); the National Median Cost of Funds Index; the one-month,
three-month, six-month or one-year London Interbank Offered Rate (LIBOR); or
six-month CD rates. Some indices, such as the one-year constant maturity
Treasury rate or three-month LIBOR, are highly correlated with changes in market
interest rates. Other indices, such as the EDCOFI, tend to lag behind changes in
market rates and be somewhat less volatile over short periods of time.

The EDCOFI reflects the monthly weighted average cost of funds of savings and
loan associations and savings banks whose home offices are located in Arizona,
California and Nevada (the Federal Home Loan Bank Eleventh District) and who are
member institutions of the Federal Home Loan Bank of San Francisco (the FHLB of
San Francisco), as computed from statistics tabulated and published by the FHLB
of San Francisco. The FHLB of San Francisco normally announces the Cost of Funds
Index on the last working day of the month following the month in which the cost
of funds was incurred.

One-year and three-year Constant Maturity Treasury (CMT) rates are calculated by
the Federal Reserve Bank of New York, based on daily closing bid yields on
actively traded Treasury securities submitted by five leading broker-dealers.
The median bid yields are used to construct a daily yield curve.

The National Median Cost of Funds Index, similar to the EDCOFI, is calculated
monthly by the Federal Home Loan Bank Board (FHLBB) and represents the average
monthly interest expenses on liabilities of member institutions. A median,
rather than an arithmetic mean, is used to reduce the effect of extreme numbers.

LIBOR is the rate at which banks in London offer Eurodollars in trades between
banks. LIBOR has become a key rate in the U.S. domestic money market because it
is perceived to reflect the true global cost of money.

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5

The portfolio managers may invest in ARMs whose periodic interest rate
adjustments are based on new indices as these indices become available.

Asset-Backed Securities (ABS)

ABS are structured like mortgage-backed securities, but instead of mortgage
loans or interest in mortgage loans, the underlying assets may include, for
example, such items as motor vehicle installment sales or installment loan
contracts, leases of various types of real and personal property, home equity
loans, student loans, small business loans, and receivables from credit card
agreements. The ability of an issuer of asset-backed securities to enforce its
security interest in the underlying assets may be limited. The value of an ABS
is affected by changes in the market's perception of the assets backing the
security, the creditworthiness of the servicing agent for the loan pool, the
originator of the loans, or the financial institution providing any credit
enhancement.

Payments of principal and interest passed through to holders of ABS are
typically supported by some form of credit enhancement, such as a letter of
credit, surety bond, limited guarantee by another entity or a priority to
certain of the borrower's other securities. The degree of credit enhancement
varies, and generally applies to only a fraction of the asset-backed security's
par value until exhausted. If the credit enhancement of an ABS held by the fund
has been exhausted, and if any required payments of principal and interest are
not made with respect to the underlying loans, the fund may experience losses or
delays in receiving payment.

Some types of ABS may be less effective than other types of securities as a
means of "locking in" attractive long-term interest rates. One reason is the
need to reinvest prepayments of principal; another is the possibility of
significant unscheduled prepayments resulting from declines in interest rates.
These prepayments would have to be reinvested at lower rates. As a result, these
securities may have less potential for capital appreciation during periods of
declining interest rates than other securities of comparable maturities,
although they may have a similar risk of decline in market value during periods
of rising interest rates. Prepayments may also significantly shorten the
effective maturities of these securities, especially during periods of declining
interest rates. Conversely, during periods of rising interest rates, a reduction
in prepayments may increase the effective maturities of these securities,
subjecting them to a greater risk of decline in market value in response to
rising interest rates than traditional debt securities, and, therefore,
potentially increasing the volatility of the fund.

The risks of investing in ABS are ultimately dependent upon the repayment of
loans by the individual or corporate borrowers. Although the fund would
generally have no recourse against the entity that originated the loans in the
event of default by a borrower, ABS typically are structured to mitigate this
risk of default.

Asset-backed securities are generally issued in more than one class, each with
different payment terms. Multiple class asset-backed securities may be used as a
method of providing credit support through creation of one or more classes whose
right to payments is made subordinate to the right to such payments of the
remaining class or classes. Multiple classes also may permit the issuance of
securities with payment terms, interest rates or other characteristics differing
both from those of each other and from those of the underlying assets. Examples
include so-called strips (asset-backed securities entitling the holder to
disproportionate interests with respect to the allocation of interest and
principal of the assets backing the security), and securities with classes
having characteristics such as floating interest rates or scheduled amortization
of principal.

Convertible Securities

A convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular time period
at a specified price or formula. A convertible security entitles the holder to
receive the interest paid or accrued on debt or the dividend paid on preferred
stock until the convertible security matures or is redeemed, converted or
exchanged. Before conversion or exchange, such securities ordinarily provide

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a stream of income with generally higher yields than common stocks of the same
or similar issuers, but lower than the yield on non-convertible debt. Of course,
there can be no assurance of current income because issuers of convertible
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. Because of the conversion feature, the managers consider
some convertible securities to be equity equivalents.

The price of a convertible security will normally fluctuate in some proportion
to changes in the price of the underlying asset. A convertible security is
subject to risks relating to the activities of the issuer and/or general market
and economic conditions. The stream of income typically paid on a convertible
security may tend to cushion the security against declines in the price of the
underlying asset. However, the stream of income causes fluctuations based upon
changes in interest rates and the credit quality of the issuer. In general, the
value of a convertible security is a function of (1) its yield in comparison
with yields of other securities of comparable maturity and quality that do not
have a conversion privilege and (2) its worth, at market value, if converted or
exchanged into the underlying common stock. The price of a convertible security
often reflects such variations in the price of the underlying common stock in a
way that a non-convertible security does not. At any given time, investment
value generally depends upon such factors as the general level of interest
rates, the yield of similar nonconvertible securities, the financial strength of
the issuer and the seniority of the security in the issuer's capital structure.

A convertible security may be subject to redemption at the option of the issuer
at a predetermined price. If a convertible security held by a fund is called for
redemption, the fund would be required to permit the issuer to redeem the
security and convert it to underlying common stock or to cash, or would sell the
convertible security to a third party, which may have an adverse effect on the
fund. A convertible security may feature a put option that permits the holder of
the convertible security to sell that security back to the issuer at a
predetermined price. A fund generally invests in convertible securities for
their favorable price characteristics and total return potential and normally
would not exercise an option to convert unless the security is called or
conversion is forced.

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 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. All funds, except as described below, generally will limit their
purchases 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 EXPLANATION OF FIXED
INCOME SECURITIES RATINGS, page 67.

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7

VP Balanced will invest at least 80% of its fixed-income assets in securities
that are rated within the three highest categories by a nationally recognized
statistical rating organization. Up to 20% of the fixed-income portion may be
invested in securities rated in the fourth category, and up to 15% may be
invested in securities rated in the fifth category.

VP Large Company Value, VP Value and VP Mid Cap Value may invest up to 5% of
their assets in high-yield securities. These securities, sometimes referred to
as "junk bonds," are higher risk debt obligations that are rated below
investment-grade securities, or are unrated, but with similar credit quality.
There are no credit or maturity restrictions on the fixed-income securities in
which the high-yield portion of a fund's portfolio may be invested. Debt
securities rated lower than Baa by Moody's or BBB by S&P, or their equivalent,
are considered by many to be predominantly speculative. Changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered for purchase by a fund are analyzed by the investment manager to
determine, to the extent reasonably possible, that the planned investment is
sound, given the fund's investment objective. See EXPLANATION OF FIXED INCOME
SECURITIES RATINGS, page 67.

If the aggregate value of high-yield securities exceeds 5% of a funds assets
because of their market appreciation or other assets' depreciation, the funds
will not necessarily sell them. Instead, the portfolio managers will not
purchase additional high-yield securities until their value is less than 5% of a
fund's assets. Portfolio managers will monitor these investments to determine
whether holding them will likely help the fund meet its investment objectives.

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.

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 security 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 derivative securities, 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 derivative securities 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.

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.

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There are risks associated with investing in derivative securities, including:

* the risk that the underlying security, interest rate, market index or
other financial asset will not move in the direction the portfolio 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 funds' Board of Directors has reviewed 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 and provides
that a fund may not invest in a derivative security if it would be possible for
a fund to lose more money than the notional value of the investment. 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.

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.

The funds 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.

Foreign Currency Transactions and Forward Exchange Contracts

A fund may conduct foreign currency transactions on a spot basis (i.e., cash) or
forward basis (i.e., by entering into forward currency exchange contracts,
currency options and futures transactions to purchase or sell foreign
currencies). Although foreign exchange dealers generally do not charge a fee for
such transactions, they do realize a profit based on the difference between the
prices at which they are buying and selling various currencies.

Forward contracts are customized transactions that require a specific amount of
a currency to be delivered at a specific exchange rate on a specific date or
range of dates in the future. Forward contracts are generally traded in an
interbank market directly between currency traders (usually larger commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the contract
to maturity and complete the contemplated currency exchange.

The following summarizes the principal currency management strategies involving
forward contracts. A fund may also use swap agreements, indexed securities, and
options and futures contracts relating to foreign currencies for the same
purposes.

(1) SETTLEMENT HEDGES OR TRANSACTION HEDGES. When the portfolio managers
wish to lock in the U.S. dollar price of a foreign currency-denominated
security when a fund is purchasing or selling the security, the fund may
enter into a forward contract to do so. This type of currency transaction,
often called a "settlement hedge" or "transaction hedge," protects the fund
against an adverse change in foreign currency values between the date a
security is purchased or sold and the date on which payment is made or
received (i.e., "settled"). Forward contracts to purchase or sell a foreign
currency may also be used by a fund in anticipation of future purchases or
sales of

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9

securities denominated in foreign currency, even if the specific
investments have not yet been selected by the portfolio managers. This
strategy is often referred to as "anticipatory hedging."

(2) POSITION HEDGES. When the portfolio managers believe that the currency
of a particular foreign country may suffer substantial decline against the
U.S. dollar, a fund may 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. This use of a forward contract is sometimes
referred to as a "position hedge." For example, if a fund owned securities
denominated in Euros, it could enter into a forward contract to sell Euros
in return for U.S. dollars to hedge against possible declines in the Euro's
value. This hedge would tend to offset both positive and negative currency
fluctuations, but would not tend to offset changes in security values
caused by other factors.

A fund could also hedge the position by entering into a forward
contract to sell another currency expected to perform similarly to the
currency in which the fund's existing investments are denominated. This
type of hedge, often called a "proxy hedge," could offer advantages in
terms of cost, yield or efficiency, but may not hedge currency exposure as
effectively as a simple position hedge against U.S. dollars. This type of
hedge may result in losses if the currency used to hedge does not perform
similarly to the currency in which the hedged securities are denominated.

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 a short-term hedging strategy is highly uncertain. 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 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.

(3) SHIFTING CURRENCY EXPOSURE (VP GLOBAL GROWTH AND VP INTERNATIONAL
ONLY). These funds may also enter into forward contracts to shift their
investment exposure from one currency into another. This may include
shifting exposure from U.S. dollars to foreign currency, or from one
foreign currency to another foreign currency. This strategy tends to limit
exposure to the currency sold, and increase exposure to the currency that
is purchased, much as if a fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another
currency. For example, if the portfolio managers believed that the U.S.
dollar may suffer a substantial decline against the Euro, they could enter
into a forward contract to purchase Euros for a fixed amount of U.S.
dollars. This transaction would protect against losses resulting from a
decline in the value of the U.S. dollar, but would cause the fund to assume
the risk of fluctuations in the value of the Euro.

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Successful use of currency management strategies will depend on the fund
management team's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure to changes in
currency rates and could result in losses to a fund if currencies do not perform
as the portfolio managers anticipate. For example, if a currency's value rose at
a time when the portfolio manager hedged a fund by selling the currency in
exchange for U.S. dollars, a fund would not participate in the currency's
appreciation. Similarly, if the portfolio managers increase a fund's exposure to
a currency and that currency's value declines, a fund will sustain a loss. There
is no assurance that the portfolio managers' use of foreign currency management
strategies will be advantageous to a fund or that they will hedge at appropriate
times.

The funds will cover outstanding forward contracts by maintaining liquid
portfolio securities denominated in, or whose value is tied to, the currency
underlying the forward contract or the currency being hedged. To the extent that
a fund is not able to cover its forward currency positions with underlying
portfolio securities, the fund will segregate on its records cash or other
liquid assets having a value equal to the aggregate amount of a fund's
commitments under forward contracts.

Foreign Securities

An unlimited portion of each fund's total assets may be invested in the
securities of issuers located in foreign countries, including foreign
governments, when securities meet its standards of selection, except for VP
Value and VP Mid Cap Value, which may invest up to 35% of their assets in
foreign securities, and VP Large Company Value, which may invest up to 20% of
its assets in foreign securities. In addition, VP Large Company Value, VP Value
and VP Mid Cap Value will limit their purchases of foreign securities to those
of issuers whose principal business activities are located in developed
countries. In determining where a company is located, the portfolio managers
will consider various factors, including where the company is headquartered,
where the company's principal operations are located, where the company's
revenues are derived, where the principal trading market is located and the
country in which the company was legally organized. The weight given to each of
these factors will vary depending on the circumstances in a given case. The
funds consider developed countries to include Australia, Austria, Belgium,
Bermuda, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland,
Italy, Japan, Luxembourg, The Netherlands, New Zealand, Norway, Portugal,
Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States.
Securities of foreign issuers may trade in the U.S. or foreign securities
markets.

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 find it difficult or be unable
to enforce ownership rights, pursue legal remedies or obtain judgments in
foreign courts.

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.

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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.

EMERGING MARKETS RISK. Each fund other than VP Large Company Value, VP Mid Cap
Value and VP Value, may invest its holdings in securities of issuers located in
emerging market (developing) countries. The funds consider "emerging market
countries" to include all countries that are not considered by the advisor to be
developed countries, which are listed on page 11.

Investing in securities of issuers in emerging market countries involves
exposure to significantly higher risk than investing in countries with developed
markets. Emerging market countries may have economic structures that generally
are less diverse and mature, and political systems that can be expected to be
less stable than those of developed countries. Securities prices in emerging
market countries can be significantly more volatile than in developed countries,
reflecting the greater uncertainties of investing in lesser developed markets
and economies. In particular, emerging market countries may have relatively
unstable governments, and may present the risk of nationalization of businesses,
expropriation, confiscatory taxation or in certain instances, reversion to
closed-market, centrally planned economies. Such countries may also have less
protection of property rights than developed countries.

The economies of emerging market countries may be based predominantly on only a
few industries or may be dependent on revenues from particular commodities or on
international aid or developmental assistance, may be highly vulnerable to
changes in local or global trade conditions, and may suffer from extreme and
volatile debt burdens or inflation rates. In addition, securities markets in
emerging market countries may trade a relatively small number of securities and
may be unable to respond effectively to increases in trading volume, potentially
resulting in a lack of liquidity and in volatility in the price of securities
traded on those markets. Also, securities markets in emerging market countries
typically offer less regulatory protection for investors.

Futures and Options

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

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12

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

* 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. The portfolio managers may engage in futures and options
transactions based on securities indices, provided that the transactions are
consistent with the fund's investment objectives. 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. 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).

Unlike when the fund purchases or sells a security, 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 accounts generally is not
income-producing. However, coupon bearing securities, such as Treasury bills and
bonds, held in margin accounts generally will earn income. Subsequent payments
to and from the broker, called variation margin, will be made on a daily basis
as the price of the underlying security 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. 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.

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Risks Related to Futures and Options Transactions

Futures and options prices can be volatile, and trading in these markets
involves certain risks. If the portfolio 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 portfolio 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 portfolio 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 portfolio
managers will seek to minimize these risks by limiting the futures 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.

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.

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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, cash equivalent or other appropriate liquid securities
on its records in an amount sufficient to cover its obligations under the
futures contracts and options.

Inverse Floaters

VP Balanced may invest in 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) 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, if
any, on the underlying bonds after floater interest and auction fees are
paid. The interest rates on inverse floaters may be significantly reduced,
even to zero, if interest rates rise.

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.

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Investment in Issuers with Limited Operating Histories

Each fund may invest a portion of its assets in the equity securities of issuers
with limited operating histories. VP Balanced, VP Capital Appreciation, VP
Global Growth, VP Growth, VP Income & Growth, VP International, VP Large Company
Value, VP Mid Cap Value, VP Ultra and VP Value may invest up to 5% of their
assets in such companies. VP Vista may invest up to 10% of its assets in such
companies. The portfolio 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.

For purposes of this limitation, "issuers" refers to operating companies that
issue securities for the purposes of issuing debt or raising capital as a means
of financing their ongoing operations. It does not, however, refer to entities,
corporate or otherwise, that are created for the express purpose of securitizing
obligations or income streams. For example, a fund's investments in a trust
created for the purpose of pooling mortgage obligations or other financial
assets would not be subject to the limitation.

Mortgage-Backed Securities

Background

A mortgage-backed security represents an ownership interest in a pool of
mortgage loans. The loans are made by financial institutions to finance home and
other real estate purchases. As the loans are repaid, investors receive payments
of both interest and principal.

Like fixed-income securities such as U.S. Treasury bonds, mortgage-backed
securities pay a stated rate of interest during the life of the security.
However, unlike a bond, which returns principal to the investor in one lump sum
at maturity, mortgage-backed securities return principal to the investor in
increments during the life of the security.

Because the timing and speed of principal repayments vary, the cash flow on
mortgage-backed securities is irregular. If mortgage holders sell their homes,
refinance their loans, prepay their mortgages or default on their loans, the
principal is distributed pro rata to investors.

As with other fixed-income securities, the prices of mortgage-backed securities
fluctuate in response to changing interest rates; when interest rates fall, the
prices of mortgage-backed securities rise, and vice versa. Changing interest
rates have additional significance for mortgage-backed securities investors,
however, because they influence prepayment rates (the rates at which mortgage
holders prepay their mortgages), which in turn affect the yields on
mortgage-backed securities. When interest rates decline, prepayment rates
generally increase. Mortgage holders take advantage of the opportunity to
refinance their mortgages at lower rates with lower monthly payments. When
interest rates rise, mortgage holders are less inclined to refinance their
mortgages. The effect of prepayment activity on yield depends on whether the
mortgage-backed security was purchased at a premium or at a discount.

A fund may receive principal sooner than it expected because of accelerated
prepayments. Under these circumstances, the fund might have to reinvest returned
principal at rates lower than it would have earned if principal payments were
made on schedule. Conversely, a mortgage-backed security may exceed its
anticipated life if prepayment rates decelerate unexpectedly. Under these
circumstances, a fund might miss an opportunity to earn interest at higher
prevailing rates.

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GNMA Certificates

The Government National Mortgage Association (GNMA) is a wholly owned corporate
instrumentality of the United States within the Department of Housing and Urban
Development. The National Housing Act of 1934 (Housing Act), as amended,
authorizes GNMA to guarantee the timely payment of interest and repayment of
principal on certificates that are backed by a pool of mortgage loans insured by
the Federal Housing Administration under the Housing Act, or by Title V of the
Housing Act of 1949 (FHA Loans), or guaranteed by the Department of Veterans
Affairs under the Servicemen's Readjustment Act of 1944 (VA Loans), as amended,
or by pools of other eligible mortgage loans. The Housing Act provides that the
full faith and credit of the U.S. government is pledged to the payment of all
amounts that may be required to be paid under any guarantee. GNMA has unlimited
authority to borrow from the U.S. Treasury in order to meet its obligations
under this guarantee.

GNMA certificates represent a pro rata interest in one or more pools of the
following types of mortgage loans: (a) fixed-rate level payment mortgage loans;
(b) fixed-rate graduated payment mortgage loans (GPMs); (c) fixed-rate growing
equity mortgage loans (GEMs); (d) fixed-rate mortgage loans secured by
manufactured (mobile) homes (MHs); (e) mortgage loans on multifamily residential
properties under construction (CLCs); (f) mortgage loans on completed
multifamily projects (PLCs); (g) fixed-rate mortgage loans that use escrowed
funds to reduce the borrower's monthly payments during the early years of the
mortgage loans (buydown mortgage loans); and (h) mortgage loans that provide for
payment adjustments based on periodic changes in interest rates or in other
payment terms of the mortgage loans.

Fannie Mae Certificates

The Federal National Mortgage Association (FNMA or Fannie Mae) is a federally
chartered and privately owned corporation established under the Federal National
Mortgage Association Charter Act. Fannie Mae was originally established in 1938
as a U.S. government agency designed to provide supplemental liquidity to the
mortgage market and was reorganized as a stockholder-owned and privately managed
corporation by legislation enacted in 1968. Fannie Mae acquires capital from
investors who would not ordinarily invest in mortgage loans directly and thereby
expands the total amount of funds available for housing. This money is used to
buy home mortgage loans from local lenders, replenishing the supply of capital
available for mortgage lending.

Fannie Mae certificates represent a pro rata interest in one or more pools of
FHA Loans, VA Loans, or, most commonly, conventional mortgage loans (i.e.,
mortgage loans that are not insured or guaranteed by a government agency) of the
following types: (a) fixed-rate level payment mortgage loans; (b) fixed-rate
growing equity mortgage loans; (c) fixed-rate graduated payment mortgage loans;
(d) adjustable-rate mortgage loans; and (e) fixed-rate mortgage loans secured by
multifamily projects.

Fannie Mae certificates entitle the registered holder to receive amounts
representing a pro rata interest in scheduled principal and interest payments
(at the certificate's pass-through rate, which is net of any servicing and
guarantee fees on the underlying mortgage loans), any principal prepayments, and
a proportionate interest in the full principal amount of any foreclosed or
otherwise liquidated mortgage loan. The full and timely payment of interest and
repayment of principal on each Fannie Mae certificate is guaranteed by Fannie
Mae; this guarantee is not backed by the full faith and credit of the U.S.
government.

Freddie Mac Certificates

The Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) is a corporate
instrumentality of the United States created pursuant to the Emergency Home
Finance Act of 1970 (FHLMC Act), as amended. Freddie Mac was established
primarily for the purpose of increasing the availability of mortgage credit. Its
principal activity consists of purchasing first-lien conventional residential
mortgage loans (and participation interests in such mortgage loans) and
reselling these loans in the form of mortgage-backed securities, primarily
Freddie Mac certificates.

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Freddie Mac certificates represent a pro rata interest in a group of mortgage
loans (a Freddie Mac certificate group) purchased by Freddie Mac. The mortgage
loans underlying Freddie Mac certificates consist of fixed- or adjustable-rate
mortgage loans with original terms to maturity of between 10 and 30 years,
substantially all of which are secured by first-liens on one- to four-family
residential properties or multifamily projects. Each mortgage loan must meet
standards set forth in the FHLMC Act. A Freddie Mac certificate group may
include whole loans, participation interests in whole loans, undivided interests
in whole loans, and participations composing another Freddie Mac certificate
group.

Freddie Mac guarantees to each registered holder of a Freddie Mac certificate
the timely payment of interest at the rate provided for by the certificate.
Freddie Mac also guarantees ultimate collection of all principal on the related
mortgage loans, without any offset or deduction, but generally does not
guarantee the timely repayment of principal. Freddie Mac may remit principal at
any time after default on an underlying mortgage loan, but no later than 30 days
following (a) foreclosure sale, (b) payment of a claim by any mortgage insurer,
or (c) the expiration of any right of redemption, whichever occurs later, and in
any event no later than one year after demand has been made upon the mortgager
for accelerated payment of principal. Obligations guaranteed by Freddie Mac are
not backed by the full faith and credit pledge of the U.S. government.

Collateralized Mortgage Obligations (CMOs)

A CMO is a multiclass bond backed by a pool of mortgage pass-through
certificates or mortgage loans. CMOs may be collateralized by (a) GNMA, Fannie
Mae or Freddie Mac pass-through certificates; (b) unsecured mortgage loans
insured by the Federal Housing Administration or guaranteed by the Department of
Veterans' Affairs; (c) unsecuritized conventional mortgages; or (d) any
combination thereof.

In structuring a CMO, an issuer distributes cash flow from the underlying
collateral over a series of classes called tranches. Each CMO is a set of two or
more tranches, with average lives and cash flow patterns designed to meet
specific investment objectives. The average life expectancies of the different
tranches in a four-part deal, for example, might be two, five, seven and 20
years.

As payments on the underlying mortgage loans are collected, the CMO issuer pays
the coupon rate of interest to the bondholders in each tranche. At the outset,
scheduled and unscheduled principal payments go to investors in the first
tranches. Investors in later tranches do not begin receiving principal payments
until the prior tranches are paid off. This basic type of CMO is known as a
sequential pay or plain vanilla CMO.

Some CMOs are structured so that the prepayment or market risks are transferred
from one tranche to another. Prepayment stability is improved in some tranches
if other tranches absorb more prepayment variability.

The final tranche of a CMO often takes the form of a Z-bond, also known as an
accrual bond or accretion bond. Holders of these securities receive no cash
until the earlier tranches are paid in full. During the period that the other
tranches are outstanding, periodic interest payments are added to the initial
face amount of the Z-bond but are not paid to investors. When the prior tranches
are retired, the Z-bond receives coupon payments on its higher principal balance
plus any principal prepayments from the underlying mortgage loans. The existence
of a Z-bond tranche helps stabilize cash flow patterns in the other tranches. In
a changing interest rate environment, however, the value of the Z-bond tends to
be more volatile.

As CMOs have evolved, some classes of CMO bonds have become more prevalent. The
planned amortization class (PAC) and targeted amortization class (TAC), for
example, were designed to reduce prepayment risk by establishing a sinking-fund
structure. PAC and TAC bonds assure to varying degrees that investors will
receive payments over a predetermined period under various prepayment scenarios.
Although PAC and TAC bonds are similar, PAC bonds are better able to provide
stable cash flows under various prepayment scenarios than TAC bonds because of
the order in which these tranches are paid.

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The existence of a PAC or TAC tranche can create higher levels of risk for other
tranches in the CMO because the stability of the PAC or TAC tranche is achieved
by creating at least one other tranche - known as a companion bond, support or
non-PAC bond - that absorbs the variability of principal cash flows. Because
companion bonds have a high degree of average life variability, they generally
pay a higher yield. A TAC bond can have some of the prepayment variability of a
companion bond if there is also a PAC bond in the CMO issue.

Floating-rate CMO tranches (floaters) pay a variable rate of interest that is
usually tied to the LIBOR. Institutional investors with short-term liabilities,
such as commercial banks, often find floating-rate CMOs attractive investments.
Super floaters (which float a certain percentage above LIBOR) and inverse
floaters (which float inversely to LIBOR) are variations on the floater
structure that have highly variable cash flows.

Stripped Mortgage-Backed Securities

Stripped mortgage-backed securities are created by segregating the cash flows
from underlying mortgage loans or mortgage securities to create two or more new
securities, each with a specified percentage of the underlying security's
principal or interest payments. Mortgage-backed securities may be partially
stripped so that each investor class receives some interest and some principal.
When securities are completely stripped, however, all of the interest is
distributed to holders of one type of security, known as an interest-only
security, or IO, and all of the principal is distributed to holders of another
type of security known as a principal-only security, or PO. Strips can be
created in a pass-through structure or as tranches of a CMO.

The market values of IOs and POs are very sensitive to interest rate and
prepayment rate fluctuations. POs, for example, increase (or decrease) in value
as interest rates decline (or rise). The price behavior of these securities also
depends on whether the mortgage collateral was purchased at a premium or
discount to its par value. Prepayments on discount coupon POs generally are much
lower than prepayments on premium coupon POs. IOs may be used to hedge a fund's
other investments because prepayments cause the value of an IO strip to move in
the opposite direction from other mortgage-backed securities.

Commercial Mortgage-Backed Securities (CMBS)

CMBS are securities created from a pool of commercial mortgage loans, such as
loans for hotels, shopping centers, office buildings, apartment buildings, and
the like. Interest and principal payments from these loans are passed on to the
investor according to a particular schedule of payments. They may be issued by
U.S. government agencies or by private issuers. The credit quality of CMBS
depends primarily on the quality of the underlying loans and on the structure of
the particular deal. Generally, deals are structured with senior and subordinate
classes. Multiple classes may permit the issuance of securities with payment
terms, interest rates, or other characteristics differing both from those of
each other and those of the underlying assets. Examples include classes having
characteristics such as floating interest rates or scheduled amortization of
principal. Rating agencies rate the individual classes of the deal based on the
degree of seniority or subordination of a particular class and other factors.
The value of these securities may change because of actual or perceived changes
in the creditworthiness of individual borrowers, their tenants, the servicing
agents, or the general state of commercial real estate and other factors.

Mortgage Dollar Rolls

VP Balanced may enter into mortgage dollar rolls in which a fund sells
mortgage-backed securities to financial institutions for delivery in the current
month and simultaneously contracts to repurchase similar securities on a
specified future date. During the period between the sale and repurchase (the
"roll period"), the fund forgoes principal and interest paid on the
mortgage-backed securities. The fund is compensated by the difference between
the current sales price and the lower forward price for the future purchase
(often referred to as the "drop"), as well as by the interest earned on the cash
proceeds of the initial sale. The fund will use the proceeds generated from the
transaction to invest

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in short term investments and/or other mortgage-backed securities, which may
enhance the fund's current yield and total return.

For each mortgage dollar roll transaction, a fund will cover the roll by
segregating on its books an offsetting cash position or a position of liquid
securities of equivalent value. The portfolio managers will monitor the value of
such securities to determine that the value equals or exceeds the mortgage
dollar roll contract price.

A fund could suffer a loss if the contracting party fails to perform the future
transaction and the fund is therefore unable to buy back the mortgage-backed
securities it initially sold. The fund also takes the risk that the
mortgage-backed securities that it repurchases at a later date will have less
favorable market characteristics than the securities originally sold.

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 seaport 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 seaport facilities and parking garages. Payment of interest and
repayment of principal on an IDB depend solely on the ability of the facility's
operator 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.

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 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 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.

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Obligations with Term Puts Attached

VP Balanced may invest in fixed rate bonds subject to third-party puts and
participation interests in such bonds that are held by a bank in trust or
otherwise, which have tender options or demand features attached. These tender
options or demand features permit the fund to tender (or put) its bonds to an
institution at periodic intervals and to receive the principal amount thereof.
The portfolio managers expect that the fund will pay more for securities with
puts attached than for securities without these liquidity features.

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 fund's weighted
average maturity. 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 an obligation with a put attached will not be
able to repurchase the underlying obligation when (or if) a fund attempts to
exercise the put. To minimize such risks, the fund will purchase obligations
with puts attached only from sellers deemed creditworthy by the portfolio
managers under the direction of the Board of Directors.

Other Investment Companies

Each of the funds may invest in other investment companies, such as mutual
funds, 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

A fund's investments in other investment companies may include money market
funds managed by the advisor. Investments in money market funds are not subject
to the percentage limitations set forth above.

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.

Each fund may invest in exchange traded funds (ETFs), such as Standard & Poor's
Depositary Receipts (SPDRs) and the Lehman Aggregate Bond ETF, with the same
percentage limitations as investments in registered investment companies. ETFs
are a type of fund bought and sold on a security exchange. An ETF trades like
common stock and usually represents a fixed portfolio of securities designed to
track the performance and dividend yield of a particular domestic or foreign
market index. A fund may purchase an ETF to temporarily gain exposure to a
portion of the U.S. or a foreign market while awaiting purchase of underlying
securities. The risks of owning an ETF generally reflect the risks of owning the
underlying securities they are designed to track, although the lack of liquidity
on an ETF could result in it being more volatile. Additionally, ETFs have
management fees, which increase their cost.

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

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21

* 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.

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 collateral for the repurchase
obligation, a repurchase agreement can be considered a loan collateralized by
the security purchased. The fund's risk is the seller's ability 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 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.

Repurchase agreements maturing in more than seven days would count toward a
fund's 15% limit on illiquid securities.

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. "Restricted
securities" include securities that cannot be sold to the public without
registration under the Securities Act of 1933 or the availability of an
exemption from registration (such as rules 144 or 144A), or that are "not
readily marketable" because they are subject to other legal or contractual
delays in or restrictions on resale. 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 has delegated the day-to-day function of
determining the liquidity of Rule 144A securities to the portfolio 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 generally 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 portfolio managers will
consider appropriate remedies to minimize the effect on such fund's liquidity.

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22

Short Sales

A fund may engage in short sales for cash management purposes only 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 fund will segregate cash, cash
equivalents or other appropriate liquid securities on its records in an amount
sufficient to meet the purchase price. 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.

Short-Term Securities

In order to meet anticipated redemptions, anticipated purchases 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;

* Repurchase agreements; and

* Money Market funds.

Sovereign Debt Obligations

The funds may purchase sovereign debt instruments issued or guaranteed by
foreign governments or their agencies. Except for VP Large Company Value, VP Mid
Cap Value and VP Value, this includes 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.

Swap Agreements

Each fund may invest in swap agreements, consistent with its investment
objective and strategies. A fund may enter into a swap agreement in order to,
for example, attempt to obtain or preserve a particular return or spread at a
lower cost than obtaining a return or spread through purchases and/or sales of
instruments in other markets; protect against currency fluctuations; attempt to
manage duration to protect against any increase in the price of securities the
fund anticipates purchasing at a later date; or gain exposure to certain markets
in the most economical way possible.

Swap agreements are two-party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than one year. In a
standard "swap" transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined
investments or instruments, which may be adjusted for an interest factor. The
gross returns to be exchanged or "swapped" between the parties are generally
calculated with respect to a "notional amount," i.e., the return on or increase
in value of a particular dollar amount invested at a particular interest rate,

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23

in a particular foreign currency, or in a "basket" of securities representing a
particular index. Forms of swap agreements include, for example, interest rate
swaps, under which fixed- or floating-rate interest payments on a specific
principal amount are exchanged and total return swaps, under which one party
agrees to pay the other the total return of a defined underlying asset (usually
an index, stock, bond or defined portfolio of loans and mortgages) in exchange
for fee payments, often a variable stream of cash flows based on LIBOR. The
funds may enter into credit default swap agreements to hedge an existing
position by purchasing or selling credit protection. Credit default swaps enable
an investor to buy/sell protection against a credit event of a specific issuer.
The seller of credit protection against a security or basket of securities
receives an up-front or periodic payment to compensate against potential default
event(s). The fund may enhance returns by selling protection or attempt to
mitigate credit risk by buying protection. Market supply and demand factors may
cause distortions between the cash securities market and the credit default swap
market.

Whether a fund's use of swap agreements will be successful depends on the
advisor's ability to predict correctly whether certain types of investments are
likely to produce greater returns than other investments. Interest rate swaps
could result in losses if interest rate changes are not correctly anticipated by
the fund. Total return swaps could result in losses if the reference index,
security, or investments do not perform as anticipated by the fund. Credit
default swaps could result in losses if the fund does not correctly evaluate the
creditworthiness of the issuer on which the credit default swap is based.
Because they are two-party contracts and because they may have terms of greater
than seven days, swap agreements may be considered to be illiquid. Moreover, a
fund bears the risk of loss of the amount expected to be received under a swap
agreement in the event of the default or bankruptcy of a swap agreement
counterparty. The funds will enter into swap agreements only with counterparties
that meet certain standards of creditworthiness. Certain restrictions imposed on
the funds by the Internal Revenue Code may limit the funds' ability to use swap
agreements. The swaps market is a relatively new market and is largely
unregulated. It is possible that developments in the swaps market, including
potential government regulation, could adversely affect a fund's ability to
terminate existing swap agreements or to realize amounts to be received under
such agreements.

TRACERS(SM)/TRAINS(SM)

VP Balanced may invest in TRACERS and TRAINS which represent ownership of a
specified percentage of each security in an underlying pool of securities.
Owners are entitled to receive a pro rata share of distributions from the
underlying securities. In the event an underlying security is downgraded by a
rating agency, that portion of the investment product will be redeemed and the
underlying security will be distributed to the owner pro rata or the owner may
receive cash proceeds. The risk of owning these products is the same as owning
the individual securities, but they enable the fund to be more diversified by
owning a single security.

U.S. Government Securities

U.S. Treasury bills, notes, zero-coupon bonds and other bonds are direct
obligations of the U.S. Treasury, which has never failed to pay interest and
repay principal when due. Treasury bills have initial maturities of one year or
less, Treasury notes from two to 10 years, and Treasury bonds more than 10
years. Although U.S. Treasury securities carry little principal risk if held to
maturity, the prices of these securities (like all debt securities) change
between issuance and maturity in response to fluctuating market interest rates.

A number of U.S. government agencies and instrumentalities issue debt
securities. These agencies generally are created by Congress to fulfill a
specific need, such as providing credit to home buyers or farmers. Among these
agencies are the Federal Home Loan Banks, the Federal Farm Credit Banks, the
Student Loan Marketing Association and the Resolution Funding Corporation.

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24

Some agency securities are backed by the full faith and credit of the U.S.
government, and some are guaranteed only by the issuing agency. Agency
securities typically offer somewhat higher yields than U.S. Treasury securities
with similar maturities. However, these securities may involve greater risk of
default than securities backed by the U.S. Treasury.

Interest rates on agency securities may be fixed for the term of the investment
(fixed-rate agency securities) or tied to prevailing interest rates
(floating-rate agency securities). Interest rate resets on floating-rate agency
securities generally occur at intervals of one year or less, based on changes in
a predetermined interest rate index.

Floating-rate agency securities frequently have caps limiting the extent to
which coupon rates can be raised. The price of a floating-rate agency security
may decline if its capped coupon rate is lower than prevailing market interest
rates. Fixed- and floating-rate agency securities may be issued with a call date
(which permits redemption before the maturity date). The exercise of a call may
reduce an obligation's yield to maturity.

Interest Rate Resets on Floating-Rate U.S. Government Agency Securities

Interest rate resets on floating-rate U.S. government agency securities
generally occur at intervals of one year or less in response to changes in a
predetermined interest rate index. There are two main categories of indices:
those based on U.S. Treasury securities and those derived from a calculated
measure, such as a cost-of-funds index. Commonly used indices include the
three-month, six-month and one-year Treasury bill rates; the two-year Treasury
note yield; the Eleventh District Federal Home Loan Bank Cost of Funds Index
(EDCOFI); and the London Interbank Offered Rate (LIBOR). Fluctuations in the
prices of floating-rate U.S. government agency securities are typically
attributed to differences between the coupon rates on these securities and
prevailing market interest rates between interest rate reset dates.

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.

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.

For example, a fund may sell a security and at the same time make a commitment
to purchase the same or a comparable security at a future date and specified
price. Conversely, a fund may purchase a security and at the same time make a
commitment to sell the same or a comparable security at a future date and
specified price. These types of transactions are executed simultaneously in what
are known as dollar-rolls, buy/sell back transactions, cash and carry, or
financing transactions. For example, a broker-dealer may seek to purchase a
particular security that a fund owns. The fund will sell that security to the
broker-dealer and simultaneously enter into a forward commitment agreement to
buy it back at a future date. This type of transaction generates income for the
fund if the dealer is willing to execute the transaction at a favorable price in
order to acquire a specific security.

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

------
25

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 segregate cash, cash equivalents or other appropriate liquid securities on
its records in an amount sufficient to meet the purchase price. To the extent a
fund remains fully invested or almost fully invested at the same time it has
purchased securities on a when-issued basis, there will be greater fluctuations
in its net asset value than if it solely set aside cash to pay for when-issued
securities. 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.

Zero-Coupon and Step-Coupon Securities

The funds may purchase zero-coupon debt securities. Zero-coupon securities do
not make regular cash interest payments, and are sold at a deep discount to
their face value.

The funds may also purchase step-coupon or step-rate debt securities. Instead of
having a fixed coupon for the life of the security, coupon or interest payments
may increase to predetermined rates at future dates. The issuer generally
retains the right to call the security. Some step-coupon securities are issued
with no coupon payments at all during an initial period, and only become
interest-bearing at a future date; these securities are sold at a deep discount
to their face value.

Although zero-coupon and certain step-coupon securities may not pay current cash
income, federal income tax law requires the holder to include in income each
year the portion of any original issue discount and other noncash income on such
securities accrued during that year. In order to continue to qualify for
treatment as a regulated investment company under the Internal Revenue Code and
avoid certain excise tax, the funds are required to make distributions of any
original issue discount and other noncash income accrued for each year.
Accordingly, the funds may be required to dispose of other portfolio securities,
which may occur in periods of adverse market prices, in order to generate a case
to meet these distribution requirements.

INVESTMENT POLICIES

Unless otherwise indicated, with the exception of the percentage limitations on
borrowing, the policies 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 assets will not be considered in
determining whether it has complied with its investment policies.

For purposes of a fund's investment policies, the party identified as the
"issuer" of a municipal security depends on the form and conditions of the
security. When the assets and revenues of a political subdivision are separate
from those of the government that created the subdivision and the security is
backed only by the assets and revenues of the subdivision, the subdivision is
deemed the sole issuer. Similarly, in the case of an Industrial Development
Bond, if the bond were backed only by the assets and revenues of a
non-governmental user, the non-governmental user would be deemed the sole
issuer. If, in either case, the creating government or some other entity were to
guarantee the security, the guarantee would be considered a separate security
and treated as an issue of the guaranteeing entity.

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26

Fundamental Investment Policies

The funds' fundamental investment policies are set forth below. These investment
policies and the funds' investment objectives set forth in their prospectuses
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 Securities A fund may not issue senior securities, except as
permitted under the Investment Company Act.
--------------------------------------------------------------------------------
Borrowing A fund may not borrow money, except that a
fund may borrow for temporary or emergency
purposes (not for leveraging or investment) in
an amount not exceeding 33-1/3% of the fund's
total assets (including the amount borrowed) less
liabilities (other than borrowings).
--------------------------------------------------------------------------------
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 policies relating to lending and borrowing, the
funds have received an exemptive order from the SEC regarding an interfund
lending program. Under the terms of the exemptive order, the funds may borrow
money from or lend money to other American Century-advised funds that permit
such transactions. All such transactions will be subject to the limits for
borrowing and lending set forth above. 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 funds'
investment policy relating to borrowing, short positions held by the funds are
not considered borrowings.

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

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27

(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 obligations;

(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 policies 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
Options write and buy put 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 than
the notional value of the investment.
--------------------------------------------------------------------------------
Issuers with The funds may invest in the equity securities
Limited of issuers with limited operating histories. See
Operating INVESTMENT IN ISSUERS WITH LIMITED OPERATING HISTORIES
Histories under FUND INVESTMENTS AND RISKS. An issuer is
considered to have a limited operating history
if that issuer has a record of 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.
--------------------------------------------------------------------------------

For purposes of the funds' investment policy relating to leveraging, short
positions held by the funds are not considered borrowings.

The Investment Company Act imposes certain additional restrictions upon the
funds' ability to acquire securities issued by insurance companies,
broker-dealers, underwriters or investment advisors, and upon transactions with
affiliated persons as defined by the Act. 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.

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28

TEMPORARY DEFENSIVE MEASURES

For temporary defensive purposes, each fund (except VP Balanced) may invest in
securities that may not fit its investment objective or its stated market.
During a temporary defensive period, a fund may invest a portion of its assets
in money market, cash, cash-equivalents or 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;

* interest-bearing bank accounts or certificates of deposit;

* short-term notes, bonds, or other debt instruments;

* repurchase agreements; and

* money market funds.

To the extent a fund assumes a defensive position, it will not be pursuing its
investment objective.

PORTFOLIO TURNOVER

The portfolio turnover rate of each fund is listed in the Financial Highlights
table in that fund's prospectus.

VP Income & Growth

The portfolio managers consider the length of time a security has been held in
determining whether to sell it. Under normal market conditions, the portfolio
managers do not expect the fund's portfolio rate to exceed 100%.

VP Large Company Value

The portfolio managers of VP Large Company Value purchase portfolio securities
with a view to the long-term investment merits of each security and,
consequently, the fund may hold its investment securities for several years.
However, the decision to purchase or sell any security is ultimately based upon
the anticipated contribution of the security to the stated objective of the
fund. In order to achieve the fund's objective, the portfolio managers may sell
a given security regardless of the time it has been held in the portfolio.
Portfolio turnover may affect the character of capital gains realized and
distributed by the fund, if any, because short-term capital gains are
characterized as ordinary income. Higher turnover would generate correspondingly
higher brokerage commissions, which is a cost the fund pays directly.

Other Funds

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

The portfolio managers intend to purchase a given security whenever they believe
it will contribute to the stated objective of a particular fund. In order to
achieve each fund's investment objective, the managers may sell a given security
regardless of the length of time it has been held in the portfolio and
regardless of the gain or loss realized on the sale. The managers may sell a
portfolio security if they believe that the security is not fulfilling its
purpose because, among other things, it did not live up to the managers'
expectations, because it may be replaced with another security holding greater
promise, because it has reached its optimum potential, because of a change in
the circumstances of a particular company or industry or in general economic
conditions, or because of 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 general rise in price levels is anticipated, the equity
funds may increase their equity

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29

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 a particular security's anticipated
contribution to a fund's investment objective, the managers believe that the
rate of portfolio turnover is irrelevant when they determine that a change is
required to pursue the fund's investment 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 characterized as ordinary income.

Because the managers do not take portfolio turnover rate into account in making
investment decisions, (1) the managers have no intention of maintaining 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. Variations in a fund's
portfolio turnover rate from year to year may be due to a fluctuating volume of
shareholder purchase and redemption activity, varying market conditions, and/or
changes in the manager's investment outlook.

MANAGEMENT

The individuals listed below serve as directors or officers of the funds. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Mandatory retirement age for independent directors is
72. Those listed as interested directors are "interested" primarily by virtue of
their engagement as directors and/or officers of, or ownership interest in,
American Century Companies, Inc. (ACC) or its wholly owned, direct or indirect,
subsidiaries, including the funds' investment advisor, American Century
Investment Management, Inc. (ACIM) or American Century Global Investment
Management, Inc. (ACGIM); the funds' principal underwriter, American Century
Investment Services, Inc. (ACIS); and the funds' transfer agent, American
Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers of,
and have no financial interest in, ACC or any of its wholly-owned, direct or
indirect, subsidiaries, including ACIM, ACGIM, ACIS and ACS. The directors serve
in this capacity for seven registered investment companies in the American
Century family of funds.

All persons named as officers of the funds also serve in similar capacities for
the 14 other investment companies advised by ACIM or ACGIM, a wholly owned
subsidiary of ACIM, unless otherwise noted. Only officers with policy-making
functions are listed. No officer is compensated for his or her service as an
officer of the funds. The listed officers are interested persons of the funds
and are appointed or re-appointed on an annual basis.

Interested Directors
--------------------------------------------------------------------------------
JAMES E. STOWERS, JR., 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1924

POSITION(S) HELD WITH FUNDS: Director (since 1958) and Vice Chairman (since
2007)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Founder, Co-Chairman, Director and
Controlling Shareholder, ACC; Co-Vice Chairman, ACC (January 2005 to February
2007); Chairman, ACC (January 1995 to December 2004); Director, ACIM, ACGIM,
ACS, ACIS and other ACC subsidiaries

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------

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30

JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1963

POSITION(S) HELD WITH FUNDS: Advisory Board Member (since 2007) and President
(since 2007)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM,
ACIS and other ACC subsidiaries; Managing Director, MORGAN STANLEY (March 2000
to November 2005)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 109

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------

Independent Directors
--------------------------------------------------------------------------------
THOMAS A. BROWN, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1940

POSITION(S) HELD WITH FUNDS: Director (since 1980)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Member, ASSOCIATED
INVESTMENTS, LLC (real estate investment company); Managing Member, BROWN
CASCADE PROPERTIES, LLC (real estate investment company); Retired, Area Vice
President, APPLIED INDUSTRIAL TECHNOLOGIES

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------
ANDREA C. HALL, PH.D., 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1945

POSITION(S) HELD WITH FUNDS: Director (since 1997)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, Advisor to the President,
MIDWEST RESEARCH INSTITUTE

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------
D.D. (DEL) HOCK, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1935

POSITION(S) HELD WITH FUNDS: Director (since 1996)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Chairman, PUBLIC
SERVICE COMPANY OF COLORADO

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, ALLIED MOTION TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
JAMES A. OLSON, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1942

POSITION(S) HELD WITH FUNDS: Advisory Board Member (since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member, PLAZA BELMONT LLC, Chief
Financial Officer, PLAZA BELMONT LLC (September 1999 to September 2006)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, SAIA, INC. and ENTERTAINMENT
PROPERTIES TRUST
--------------------------------------------------------------------------------
DONALD H. PRATT, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1937

POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board
(since 2005)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman and Chief Executive
Officer, WESTERN INVESTMENTS, INC.; Retired Chairman of the Board, BUTLER
MANUFACTURING COMPANY

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------

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31

GALE E. SAYERS, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1943

POSITION(S) HELD WITH FUNDS: Director (since 2000)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President, Chief Executive Officer
and Founder, SAYERS40, INC., a technology products and services provider

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, TRIAD HOSPITALS, INC.
--------------------------------------------------------------------------------
M. JEANNINE STRANDJORD, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1945

POSITION(S) HELD WITH FUNDS: Director (since 1994)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Senior Vice
President, SPRINT CORPORATION

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DST SYSTEMS, INC.; Director,
EURONET WORLDWIDE, INC.; Director, CHARMING SHOPPES, INC.
--------------------------------------------------------------------------------
TIMOTHY S. WEBSTER, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1961

POSITION(S) HELD WITH FUNDS: Director (since 2001)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Managing Director, TDB ACQUISITION
GROUP LLC (September 2006 to present); President and Chief Executive Officer,
AMERICAN ITALIAN PASTA COMPANY (2001 to December 2005)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 66

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------

Officers
--------------------------------------------------------------------------------
MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1956

POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century funds (July 2000 to August 2006). Also serves as: Senior Vice President,
ACS
--------------------------------------------------------------------------------
CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1957

POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACC (November 2005
to present); General Counsel, ACC (March 2007 to present). Also serves as:
General Counsel, ACIM, ACGIM, ACS, ACIS and other ACC subsidiaries; and Senior
Vice President, ACIM, ACGIM and ACS
--------------------------------------------------------------------------------
ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1966

POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000
to present); and Controller, various American Century funds (1997 to September
2006)
--------------------------------------------------------------------------------

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32

C. JEAN WADE, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1964

POSITION(S) HELD WITH FUNDS: Controller (since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000
to present)
--------------------------------------------------------------------------------
JON ZINDEL, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1967

POSITION(S) HELD WITH FUNDS: Tax Officer (since 1998)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS
--------------------------------------------------------------------------------

On December 23, 1999, American Century Services, LLC (ACS) entered into an
agreement with DST Systems, Inc. (DST) under which DST would provide back office
software and support services for transfer agency services provided by ACS (the
Agreement). ACS pays DST fees based in part on the number of accounts and the
number and type of transactions processed for those accounts. Through December
31, 2006, DST received $22,142,003 in fees from ACS. DST's revenue for the
calendar year ended December 31, 2006 was approximately $2.24 billion.

Ms. Strandjord is a director of DST and a holder of 35,383 shares and possesses
options to acquire an additional 55,875 shares of DST common stock, the sum of
which is less than one percent (1%) of the shares outstanding. Because of her
official duties as a director of DST, she may be deemed to have an "indirect
interest" in the Agreement. However, the Board of Directors of the funds was not
required to nor did it approve or disapprove the Agreement, since the provision
of the services covered by the Agreement is within the discretion of ACS. DST
was chosen by ACS for its industry-leading role in providing cost-effective back
office support for mutual fund service providers such as ACS. DST is the largest
mutual fund transfer agent, servicing more than 75 million mutual fund accounts
on its shareholder recordkeeping system. Ms. Strandjord's role as a director of
DST was not considered by ACS; she was not involved in any way with the
negotiations between ACS and DST; and her status as a director of either DST or
the funds was not a factor in the negotiations. The Board of Directors of the
funds and Bryan Cave LLP, counsel to the independent directors of the funds,
have concluded that the existence of this Agreement does not impair Ms.
Strandjord's ability to serve as an independent director under the Investment
Company Act.

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. The
directors, in carrying out their fiduciary duty under the Investment Company Act
of 1940, are responsible for approving new and existing management contracts
with the funds' advisor.

The board has the authority to manage the business of the funds on behalf of
their investors, and it has all powers necessary or convenient to carry out that
responsibility. Consequently, the directors may adopt bylaws providing for the
regulation and management of the affairs of the funds and may amend and repeal
them to the extent

------
33

that such bylaws do not reserve that right to the funds' investors. They may
fill vacancies in or reduce the number of board members, and may elect and
remove such officers and appoint and terminate such agents as they consider
appropriate. They may appoint from their own number and establish and terminate
one or more committees consisting of two or more directors who may exercise the
powers and authority of the board to the extent that the directors determine.
They may, in general, delegate such authority as they consider desirable to any
officer of the funds, to any committee of the board and to any agent or employee
of the funds or to any custodian, transfer or investor servicing agent, or
principal underwriter. Any determination as to what is in the interests of the
funds made by the directors in good faith shall be conclusive.

The Advisory Board

The funds also have an Advisory Board. Members of the Advisory Board, if any,
function like fund directors in many respects, but do not possess voting power.
Advisory Board members attend all meetings of the Board of Directors and the
independent directors and receive any materials distributed in connection with
such meetings. Advisory Board members may be considered as candidates to fill
vacancies on the Board of Directors.

Committees

The board has five 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: Executive

MEMBERS: Donald H. Pratt, M. Jeannine Strandjord

FUNCTION: The Executive Committee performs the functions of the Board of
Directors between board meetings, subject 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.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 0
--------------------------------------------------------------------------------
COMMITTEE: Compliance and Shareholder Communications

MEMBERS: M. Jeannine Strandjord, Andrea C. Hall, Ph.D., James A. Olson((1))

FUNCTION: The Compliance and Shareholder Communications Committee reviews the
results of the funds' compliance testing program, reviews quarterly reports from
the communications advisor to the board regarding various compliance matters and
monitors the implementation of the funds' Code of Ethics, including any
violations.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 4
--------------------------------------------------------------------------------
COMMITTEE: Audit

MEMBERS: Thomas A. Brown, D.D. (Del) Hock, Donald H. Pratt, Gale E. Sayers

FUNCTION: The Audit Committee approves the engagement of the funds' independent
registered public accounting firm, recommends approval of such engagement to the
independent directors, and oversees the activities of the funds' independent
registered public accounting firm. 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.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 4
--------------------------------------------------------------------------------
COMMITTEE: Governance

MEMBERS: Donald H. Pratt, Andrea C. Hall, Ph.D., Gale E. Sayers

FUNCTION: The Governance Committee primarily considers and recommends
individuals for nomination as directors. The names of potential director
candidates are drawn from a number of sources, including recommendations from
members of the board, management (in the case of interested directors only) and
shareholders. See NOMINATIONS OF DIRECTORS below. 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.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 2
--------------------------------------------------------------------------------

------
34

COMMITTEE: Fund Performance Review

MEMBERS: Timothy S. Webster, Thomas A. Brown, Andrea C. Hall, Ph.D., D.D. (Del)
Hock, James A. Olson((1)), Donald H. Pratt, Gale E. Sayers, M. Jeannine
Strandjord

FUNCTION: The Fund Performance Review Committee reviews quarterly the investment
activities and strategies used to manage fund assets. The committee regularly
receives reports from portfolio managers and other investment personnel
concerning the funds' investments.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 4
--------------------------------------------------------------------------------

(1) ADVISORY BOARD MEMBER.

Nominations of Directors

As indicated in the table above, the Governance Committee is responsible for
identifying, evaluating and recommending qualified candidates for election to
the funds' Board of Directors. While the Governance Committee largely considers
nominees from searches that it conducts, the Committee will consider director
candidates submitted by shareholders. Any shareholder wishing to submit a
candidate for consideration should send the following information to the
Corporate Secretary, American Century Funds, P.O. Box 410141, Kansas City, MO
64141 or by email to corporatesecretary@americancentury.com:

* Shareholder's name, the fund name and number of fund shares owned and
length of period held;

* Name, age and address of the candidate;

* A detailed resume describing, among other things, the candidate's
educational background, occupation, employment history, financial knowledge
and expertise and material outside commitments (e.g., memberships on other
boards and committees, charitable foundations, etc.);

* Any other information relating to the candidate that is required to be
disclosed in solicitations of proxies for election of directors in an
election contest pursuant to Regulation 14A under the Securities Exchange Act
of 1934;

* Number of fund shares owned by the candidate and length of time held;

* A supporting statement which (i) describes the candidate's reasons for
seeking election to the Board of Directors and (ii) documents his/her ability
to satisfy the director qualifications described in the board's policy; and

* A signed statement from the candidate confirming his/her willingness to
serve on the Board of Directors.

The Corporate Secretary will promptly forward such materials to the Governance
Committee chairman. The Corporate Secretary also will maintain copies of such
materials for future reference by the Governance Committee when filling board
positions.

Shareholders may submit potential director candidates at any time pursuant to
these procedures. The Governance Committee will consider such candidates if a
vacancy arises or if the board decides to expand its membership, and at such
other times as the Governance Committee deems necessary or appropriate.

Compensation of Directors

The directors serve as directors for seven American Century investment
companies. 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 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 these 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.

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35

The following table shows the aggregate compensation paid by the funds for the
period indicated and by the 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, 2006
TOTAL COMPENSATION
FROM THE AMERICAN
TOTAL COMPENSATION CENTURY FAMILY
NAME OF DIRECTOR FROM THE FUNDS(1) OF FUNDS(2)
--------------------------------------------------------------------------------
Thomas A. Brown $8,712 $101,999
--------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. $9,396 $110,000
--------------------------------------------------------------------------------
D.D. (Del) Hock $9,396 $110,000
--------------------------------------------------------------------------------
Donald H. Pratt $12,044 $141,000
--------------------------------------------------------------------------------
Gale E. Sayers $8,670 $101,500
--------------------------------------------------------------------------------
M. Jeannine Strandjord $8,669 $101,500
--------------------------------------------------------------------------------
Timothy S. Webster $9,393 $110,000
--------------------------------------------------------------------------------
James A. Olson(3) $4,867 $57,000
--------------------------------------------------------------------------------

(1) INCLUDES COMPENSATION PAID TO THE DIRECTORS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2006, AND ALSO INCLUDES AMOUNTS DEFERRED AT THE ELECTION OF
THE DIRECTORS UNDER THE AMERICAN CENTURY MUTUAL FUNDS' INDEPENDENT
DIRECTORS' DEFERRED COMPENSATION PLAN.

(2) INCLUDES COMPENSATION PAID BY THE INVESTMENT COMPANIES OF THE AMERICAN
CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD AT THE END OF THE FISCAL YEAR.
THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE PRECEDING TABLE
IS AS FOLLOWS: MR. BROWN, $17,599; DR. HALL, $97,000; MR. HOCK, $97,000;
MR. OLSON, $57,000; MR. PRATT, $19,050; MR. SAYERS, $101,500; AND MR.
WEBSTER, $22,600.

(3) MR. OLSON WAS PAID AS AN ADVISORY BOARD MEMBER.

The funds have adopted the American Century Mutual Funds' Independent Directors'
Deferred Compensation Plan. 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 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.

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36

OWNERSHIP OF FUND SHARES

The directors owned shares in the funds as of December 31, 2006 as shown in the
table below. Because VP Global Growth and VP Growth were not in operation as of
the calendar year end, they are not included in the table below.

NAME OF DIRECTORS
--------------------------------------------------------------------------------
JAMES E. THOMAS A. ANDREA C. D.D. (DEL)
STOWERS, JR. BROWN HALL, PH.D. HOCK
--------------------------------------------------------------------------------
Dollar Range of Equity
Securities in the Funds:
VP Balanced A A A A
--------------------------------------------------------------------------------
VP Capital Appreciation A A A A
--------------------------------------------------------------------------------
VP Income & Growth A A A A
--------------------------------------------------------------------------------
VP International A A A A
--------------------------------------------------------------------------------
VP Large A A A A
Company Value
--------------------------------------------------------------------------------
VP Mid Cap Value A A A A
--------------------------------------------------------------------------------
VP Ultra A A A A
--------------------------------------------------------------------------------
VP Value A A A A
--------------------------------------------------------------------------------
VP Vista A A A A
--------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen
by Director in Family of
Investment Companies D E E E
--------------------------------------------------------------------------------

Ranges: A-none, B-$1-$10,000, C-$10,001-$50,000, D-$50,001-$100,000, E-More than
$100,000

NAME OF DIRECTORS
----------------------------------------------------------------------------------
JAMES A. DONALD GALE E. M. JEANNINE TIMOTHY S.
OLSON(1) H. PRATT SAYERS STRANDJORD WEBSTER
----------------------------------------------------------------------------------
Dollar Range of Equity
Securities in the Funds:
VP Balanced A A A A A
----------------------------------------------------------------------------------
VP Capital A A A A A
Appreciation
----------------------------------------------------------------------------------
VP Income & Growth A A A A A
----------------------------------------------------------------------------------
VP International A A A A A
----------------------------------------------------------------------------------
VP Large A A A A A
Company Value
----------------------------------------------------------------------------------
VP Mid Cap Value A A A A A
----------------------------------------------------------------------------------
VP Ultra A A A A A
----------------------------------------------------------------------------------
VP Value A A A A A
----------------------------------------------------------------------------------
VP Vista A A A A A
----------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen
by Director in Family of
Investment Companies D E E E E
----------------------------------------------------------------------------------

(1) ADVISORY BOARD MEMBER

RANGES: A-NONE, B-$1-$10,000, C-$10,001-$50,000, D-$50,001-$100,000, E-MORE THAN
$100,000

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37

CODE OF ETHICS

The funds, their investment advisor, principal underwriter and, if applicable,
subadvisor have adopted codes of ethics under Rule 17j-1 of the Investment
Company Act. They 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 compliance department before making such
investments.

PROXY VOTING GUIDELINES

The advisor is responsible for exercising the voting rights associated with the
securities purchased and/or held by the funds. In exercising its voting
obligations, the advisor is guided by general fiduciary principles. It must act
prudently, solely in the interest of the funds, and for the exclusive purpose of
providing benefits to them. The advisor attempts to consider all factors of its
vote that could affect the value of the investment. The funds' Board of
Directors has approved the advisor's proxy voting guidelines to govern the
advisor's proxy voting activities.

The advisor and the board have agreed on certain significant contributors to
shareholder value with respect to a number of matters that are often the subject
of proxy solicitations for shareholder meetings. The proxy voting guidelines
specifically address these considerations and establish a framework for the
advisor's consideration of the vote that would be appropriate for the funds. In
particular, the proxy voting guidelines outline principles and factors to be
considered in the exercise of voting authority for proposals addressing:

* Election of Directors

* Ratification of Selection of Auditors

* Equity-Based Compensation Plans

* Anti-Takeover Proposals

* Cumulative Voting

* Staggered Boards

* "Blank Check" Preferred Stock

* Elimination of Preemptive Rights

* Non-targeted Share Repurchase

* Increase in Authorized Common Stock

* "Supermajority" Voting Provisions or Super Voting Share Classes

* "Fair Price" Amendments

* Limiting the Right to Call Special Shareholder Meetings

* Poison Pills or Shareholder Rights Plans

* Golden Parachutes

* Reincorporation

* Confidential Voting

* Opting In or Out of State Takeover Laws

* Shareholder Proposals Involving Social, Moral or Ethical Matters

* Anti-Greenmail Proposals

* Changes to Indemnification Provisions

* Non-Stock Incentive Plans

* Director Tenure

* Directors' Stock Options Plans

* Director Share Ownership

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38

Finally, the proxy voting guidelines establish procedures for voting of proxies
in cases in which the advisor may have a potential conflict of interest.
Companies with which the advisor has direct business relationships could
theoretically use these relationships to attempt to unduly influence the manner
in which American Century votes on matters for the funds. To ensure that such a
conflict of interest does not affect proxy votes cast for the funds, all
discretionary (including case-by-case) voting for these companies will be voted
in direct consultation with a committee of the independent directors of the
funds.

In addition, to avoid any potential conflict of interest that may arise when one
American Century fund owns shares of another American Century fund, the advisor
will "echo vote" such shares, if possible. That is, it will vote the shares in
the same proportion as the vote of all other holders of the shares. Shares of
American Century "NT" funds will be voted in the same proportion as the vote of
the shareholders of the corresponding American Century policy portfolio for
proposals common to both funds. For example, NT Growth Fund shares will be echo
voted in accordance with the votes of Growth Fund shareholders. In all other
cases, the shares will be voted in direct consultation with a committee of the
independent directors of the voting fund.

A copy of the advisor's proxy voting guidelines and information regarding how
the advisor voted proxies relating to portfolio securities during the most
recent 12-month period ended June 30 are available on the ABOUT US page at
americancentury.com. The advisor's proxy voting record also is available on the
SEC's Web site at www.sec.gov.

DISCLOSURE OF PORTFOLIO HOLDINGS

The advisor (ACIM or ACGIM) has adopted policies and procedures with respect to
the disclosure of fund portfolio holdings and characteristics, which are
described below.

Distribution to the Public

Full portfolio holdings for each fund will be made available for distribution 30
days after the end of each calendar quarter, and will be posted on
americancentury.com at approximately the same time. This disclosure is in
addition to the portfolio disclosure in annual and semi-annual shareholder
reports, and on Form N-Q, which disclosures are filed with the Securities and
Exchange Commission within sixty days of each fiscal quarter end and also posted
on americancentury.com at the time the filings are made.

Top 10 holdings for each fund will be made available for distribution monthly 30
days after the end of each month, and will be posted on americancentury.com at
approximately the same time.

Certain portfolio characteristics determined to be sensitive and confidential
will be made available for distribution monthly 30 days after the end of each
month, and will be posted on americancentury.com at approximately the same time.
Characteristics not deemed confidential will be available for distribution at
any time. The advisor may make determinations of confidentiality on a
fund-by-fund basis, and may add or delete characteristics from those considered
confidential at any time.

So long as portfolio holdings are disclosed in accordance with the above
parameters, the advisor makes no distinction among different categories of
recipients, such as individual investors, institutional investors,
intermediaries that distribute the funds' shares, third-party service providers,
rating and ranking organizations, and fund affiliates. Because this information
is publicly available and widely disseminated, the advisor places no conditions
or restrictions on, and does not monitor, its use. Nor does the advisor require
special authorization for its disclosure.

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39

Accelerated Disclosure

The advisor recognizes that certain parties, in addition to the advisor and its
affiliates, may have legitimate needs for information about portfolio holdings
and characteristics prior to the times prescribed above. Such accelerated
disclosure is permitted under the circumstances described below.

Ongoing Arrangements

Certain parties, such as investment consultants who provide regular analysis of
fund portfolios for their clients and intermediaries who pass through
information to fund shareholders, may have legitimate needs for accelerated
disclosure. These needs may include, for example, the preparation of reports for
customers who invest in the funds, the creation of analyses of fund
characteristics for intermediary or consultant clients, the reformatting of data
for distribution to the intermediary's or consultant's clients, and the review
of fund performance for ERISA fiduciary purposes.

In such cases, accelerated disclosure is permitted if the service provider
enters an appropriate non-disclosure agreement with the funds' distributor in
which it agrees to treat the information confidentially until the public
distribution date and represents that the information will be used only for the
legitimate services provided to its clients (i.e., not for trading).
Non-disclosure agreements require the approval of an attorney in the advisor's
legal department. The advisor's compliance department receives quarterly reports
detailing which clients received accelerated disclosure, what they received,
when they received it and the purposes of such disclosure. Compliance personnel
are required to confirm that an appropriate non-disclosure agreement has been
obtained from each recipient identified in the reports.

Those parties who have entered into non-disclosure agreements as of March 12,
2007, are as follows:

* Aetna, Inc.

* American Fidelity Assurance Co.

* AUL/American United Life Insurance Company

* Ameritas Life Insurance Corporation

* Annuity Investors Life Insurance Company

* Asset Services Company L.L.C.

* Bell Globemedia Publishing

* Bellwether Consulting, LLC

* Bidart & Ross

* Callan Associates, Inc.

* Cambridge Financial Services, Inc.

* Cleary Gull Inc.

* Commerce Bank, N.A.

* Connecticut General Life Insurance Company

* CRA RogersCasey, Inc.

* Defined Contribution Advisors, Inc.

* EquiTrust Life Insurance Company

* Evaluation Associates, LLC

* Evergreen Investments

* Farm Bureau Life Insurance Company

* First MetLife Investors Insurance Company

* Fund Evaluation Group, LLC

* The Guardian Life Insurance & Annuity Company, Inc.

* Hammond Associates, Inc.

* Hewitt Associates LLC

* ICMA Retirement Corporation

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40

* ING Life Insurance Company & Annuity Co.

* Iron Capital Advisors

* J.P. Morgan Retirement Plan Services LLC

* Jefferson National Life Insurance Company

* Jefferson Pilot Financial

* Jeffrey Slocum & Associates, Inc.

* Kansas City Life Insurance Company

* Kmotion, Inc.

* Liberty Life Insurance Company

* The Lincoln National Life Insurance Company

* Lipper Inc.

* Manulife Financial

* Massachusetts Mutual Life Insurance Company

* Merrill Lynch

* MetLife Investors Insurance Company

* MetLife Investors Insurance Company of California

* Midland National Life Insurance Company

* Minnesota Life Insurance Company

* Morgan Keegan & Co., Inc.

* Morgan Stanley DW, Inc.

* Morningstar Associates LLC

* Morningstar Investment Services, Inc.

* National Life Insurance Company

* Nationwide Financial

* New England Pension Consultants

* Northwestern Mutual Life Insurance Co.

* NT Global Advisors, Inc.

* NYLIFE Distributors, LLC

* Principal Life Insurance Company

* Prudential Financial

* Rocaton Investment Advisors, LLC

* S&P Financial Communications

* Scudder Distributors, Inc.

* Security Benefit Life Insurance Co.

* Smith Barney

* SunTrust Bank

* Symetra Life Insurance Company

* Trusco Capital Management

* Union Bank of California, N.A.

* The Union Central Life Insurance Company

* VALIC Financial Advisors

* VALIC Retirement Services Company

* Vestek Systems, Inc.

* Wachovia Bank, N.A.

* Wells Fargo Bank, N.A.

Once a party has executed a non-disclosure agreement, it may receive any or all
of the following data for funds in which its clients have investments or are
actively considering investment:

------
41

(1) Full holdings quarterly as soon as reasonably available;

(2) Full holdings monthly as soon as reasonably available;

(3) Top 10 holdings monthly as soon as reasonably available; and

(4) Portfolio characteristics monthly as soon as reasonably available.

The types, frequency and timing of disclosure to such parties vary. In most
situations, the information provided pursuant to a non-disclosure agreement is
limited to certain portfolio characteristics and/or top 10 holdings, which
information is provided on a monthly basis. In limited situations, and when
approved by a member of the legal department and responsible chief investment
officer, full holdings may be provided.

Single Event Requests

In certain circumstances, the advisor may provide fund holding information on an
accelerated basis outside of an ongoing arrangement with manager-level or higher
authorization. For example, from time to time the advisor may receive requests
for proposals (RFPs) from consultants or potential clients that request
information about a fund's holdings on an accelerated basis. As long as such
requests are on a one-time basis, and do not result in continued receipt of
data, such information may be provided in the RFP as of the most recent month
end regardless of lag time. Such information will be provided with a
confidentiality legend and only in cases where the advisor has reason to believe
that the data will be used only for legitimate purposes and not for trading.

In addition, the advisor occasionally may work with a transition manager to move
a large account into or out of a fund. To reduce the impact to the fund, such
transactions may be conducted on an in-kind basis using shares of portfolio
securities rather than cash. The advisor may provide accelerated holdings
disclosure to the transition manager with little or no lag time to facilitate
such transactions, but only if the transition manager enters into an appropriate
non-disclosure agreement.

Service Providers

Various service providers to the funds and the funds' advisor must have access
to some or all of the funds' portfolio holdings information on an accelerated
basis from time to time in the ordinary course of providing services to the
funds. These service providers include the funds' custodian (daily, with no
lag), auditors (as needed) and brokers involved in the execution of fund trades
(as needed). Additional information about these service providers and their
relationships with the funds and the advisor are provided elsewhere in this
statement of additional information.

Additional Safeguards

The advisor's policies and procedures include a number of safeguards designed to
control disclosure of portfolio holdings and characteristics so that such
disclosure is consistent with the best interests of fund shareholders. First,
the frequency with which this information is disclosed to the public, and the
length of time between the date of the information and the date on which the
information is disclosed, are selected to minimize the possibility of a third
party improperly benefiting from fund investment decisions to the detriment of
fund shareholders. Second, distribution of portfolio holdings information,
including compliance with the advisor's policies and the resolution of any
potential conflicts that may arise, is monitored quarterly. Finally, the funds'
Board of Directors exercises oversight of disclosure of the funds' portfolio
securities. The board has received and reviewed a summary of the advisor's
policy and is informed on a quarterly basis of any changes to or violations of
such policy detected during the prior quarter.

Neither the advisor nor the funds receive any compensation from any party for
the distribution of portfolio holdings information.

The advisor reserves the right to change its policies and procedures with
respect to the distribution of portfolio holdings information at any time. There
is no guarantee that these policies and procedures will protect the funds from
the potential misuse of holdings information by individuals or firms in
possession of such information.

------
42

THE FUNDS' PRINCIPAL SHAREHOLDERS

As of March 15, 2007, the following companies, beneficial or of record, were the
record owners of more than 5% of the outstanding shares of any class of a fund.
Because VP Global Growth and VP Growth were not in operation as of March 15,
2007, they are not included in the table below.

PERCENTAGE OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
SHARES OWNED SHARES OWNED
FUND/CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1)
--------------------------------------------------------------------------------
VP Balanced
--------------------------------------------------------------------------------
Class I
Nationwide Insurance Company 40% 0%
Columbus, OH

Symetra Financial Services 17% 0%
Redmond, WA

Lincoln National Life Insurance 14% 0%
Fort Wayne, IN

Lincoln Life & Annuity 6% 0%
Company of New York
Fort Wayne, IN
--------------------------------------------------------------------------------
VP Capital Appreciation
--------------------------------------------------------------------------------
Class I
Mutual of America 45% 0%
New York, NY

Nationwide Insurance Company 34% 0%
Columbus, OH
--------------------------------------------------------------------------------
VP Income & Growth
--------------------------------------------------------------------------------
Class I
Nationwide Insurance Company 38% 0%
Columbus, OH

American United Life Ins. Co. 7% 0%
Indianapolis, IN

Ameritas Variable 7% 0%
Life Insurance Co.
Lincoln, NE

Kemper Investors 5% 0%
Life Insurance Co.
Elgin, IL

Principal Life Insurance Company 5% 0%
Des Moines, IA
--------------------------------------------------------------------------------
Class II
Nationwide Insurance Company 67% 0%
Columbus, OH

Minnesota Mutual Life 23% 0%
Saint Paul, MN
--------------------------------------------------------------------------------
Class III
Nationwide Insurance Company 98% 0%
Columbus, OH
--------------------------------------------------------------------------------
VP International
--------------------------------------------------------------------------------
Class I
Nationwide Insurance Company 33% 0%
Columbus, OH

IDS Life Insurance Company 17% 0%
Minneapolis, MN

M L P F & S 11% 0%
Jacksonville, FL
--------------------------------------------------------------------------------

(1) IF SHARES ARE REGISTERED IN AN INDIVIDUAL'S NAME OR IN THE NAME OF AN
INTERMEDIARY FOR THE BENEFIT OF A NAMED PARTY, WE REPORT THOSE SHARES AS
BEING BENEFICIALLY OWNED. OTHERWISE, AMERICAN CENTURY HAS NO INFORMATION
CONCERNING BENEFICIAL OWNERSHIP OF FUND SHARES.

------
43

PERCENTAGE OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
SHARES OWNED SHARES OWNED
FUND/CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1)
--------------------------------------------------------------------------------
VP International
--------------------------------------------------------------------------------
Class II
IDS Life Insurance Company 83% 0%
Minneapolis, MN

Midland National Life 9% 0%
Insurance Company
Des Moines, IA
--------------------------------------------------------------------------------
Class III
Nationwide Insurance Company 95% 0%
Columbus, OH
--------------------------------------------------------------------------------
Class IV
Nationwide Insurance Company 99% 0%
Columbus, OH
--------------------------------------------------------------------------------
VP Large Company Value
--------------------------------------------------------------------------------
Class I
Annuity Investor Life 96% 0%
Insurance Company
Cincinnati, OH
--------------------------------------------------------------------------------
Class II
Symetra Financial Services 53% 0%
Bellevue, WA

Midland National Life 31% 0%
Insurance Company
Des Moines, IA

Annuity Investor Life 14% 0%
Insurance Company
Cincinnati, OH
--------------------------------------------------------------------------------
VP Mid Cap Value
--------------------------------------------------------------------------------
Class I
Annuity Investor Life 37% 0%
Insurance Company
Cincinnati, OH

Nationwide Insurance Company 55% 0%
Columbus, OH
--------------------------------------------------------------------------------
Class II
Nationwide Insurance Company 74% 0%
Columbus, OH

IDS Life Insurance Company 19% 0%
Minneapolis, MN
--------------------------------------------------------------------------------
VP Ultra
--------------------------------------------------------------------------------
Class I
MetLife Insurance Co 24% 0%
of Connecticut
Hartford, CT

M L P F & S 13% 0%
Jacksonville, FL

Nationwide Insurance Company 12% 0%
Columbus, OH

First Variable Life 9% 0%
Insurance Company
Des Moines, IA

Principal Life 9% 0%
Insurance Company
Des Moines, IA

Annuity Investor Life 7% 0%
Insurance Co
Cincinnati, OH
--------------------------------------------------------------------------------

------
44

PERCENTAGE OF PERCENTAGE OF
OUTSTANDING OUTSTANDING
SHARES OWNED SHARES OWNED
FUND/CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1)
--------------------------------------------------------------------------------
VP Ultra
--------------------------------------------------------------------------------
Class II
IDS Life Insurance Company 42% 0%
Minneapolis, MN

American Enterprise Life 23% 0%
Minneapolis, MN

Minnesota Mutual Life 15% 0%
Saint Paul, MN

Principal Life Insurance 8% 0%
Company
Des Moines, IA`
--------------------------------------------------------------------------------
Class III
Nationwide Insurance Company 100% 0%
Columbus, OH
--------------------------------------------------------------------------------
VP Value
--------------------------------------------------------------------------------
Class I
IDS Life Insurance Company 38% 0%
Minneapolis, MN

Nationwide Insurance Company 33% 0%
Columbus, OH

Pruco Life Insurance 5% 0%
Company of Arizona
Newark, NJ
--------------------------------------------------------------------------------
Class II
IDS Life Insurance Company 55% 0%
Minneapolis, MN

Nationwide Insurance Company 13% 0%
Columbus, OH

Principal Life Insurance 6% 0%
Company
Des Moines, IA

Minnesota Mutual Life 6% 0%
Saint Paul, MN
--------------------------------------------------------------------------------
Class III
Nationwide Insurance Company 98% 0%
Columbus, OH
--------------------------------------------------------------------------------
VP Vista
--------------------------------------------------------------------------------
Class I
American United 35% 0%
Life Insurance Co
Indianapolis, IN

Annuity Investor Life 21% 0%
Insurance Company
Cincinnati, OH

National Life of Vermont 16% 0%
Montpelier, VT

Farm Bureau Life 7% 0%
Insurance Company
West Des Moines, IA
--------------------------------------------------------------------------------
Class II
Nationwide Insurance Company 97% 0%
Columbus, OH
--------------------------------------------------------------------------------

------
45

The funds are unaware of any other shareholders, beneficial or of record, who
own more than 5% of any class of a fund's outstanding shares. A shareholder
owning of record or beneficially more than 25% of a corporation's outstanding
shares may be considered a controlling person. The vote of any such person could
have a more significant effect on matters presented at a shareholders' meeting
than votes of other shareholders. Although Nationwide Insurance Company and IDS
Life Insurance Company are each the record owner of more than 25% of the shares
of the corporation, neither is a "control person" of the corporation because it
is not the beneficial owner of such shares. Pursuant to the requirements of the
Investment Company Act of 1940, all votes submitted by Nationwide Insurance
Company and IDS Life Insurance Company are required to reflect the voting
instructions of the beneficial owners of such shares. Nationwide Insurance
Company and IDS Life Insurance Company are not permitted to exercise their
discretion in voting shares they do not beneficially own. The funds are unaware
of any other shareholders, beneficial or of record, who own more than 25% of the
voting securities of the corporation. As of March 15, 2007, the officers and
directors of the funds, as a group, owned less than 1% of any class of a fund's
outstanding shares.

SERVICE PROVIDERS

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

ACIM, ACGIM, ACIS and ACS are each wholly owned, directly or indirectly, by ACC.
James E. Stowers, Jr., controls ACC by virtue of his ownership of a majority of
its voting stock.

INVESTMENT ADVISOR

American Century Investment Management, Inc. (ACIM) serves as the investment
advisor for each of the funds except VP International and VP Global Growth.
American Century Global Investment Management, Inc. (ACGIM) serves as the
investment advisor for VP International and VP Global Growth. A description of
the responsibilities of the advisor (ACIM or ACGIM) appears in each prospectus
under the heading MANAGEMENT.

For services provided to each fund, the advisor receives a unified management
fee based on a percentage of the net assets of each fund. For more information
about the unified management fee, see THE INVESTMENT ADVISOR under the heading
MANAGEMENT in each fund's prospectus. The amount of the fee is calculated daily
and paid monthly in arrears. For each fund with a stepped fee schedule, the rate
of the fee is determined by applying the formula indicated on the table below.
This formula takes into account all of the advisor's assets under management in
the fund's investment strategy ("strategy assets"). Strategy assets include
assets of the fund and certain assets of other clients of the advisor outside
the American Century fund family that use very similar investment teams and
investment strategies. The use of strategy assets, rather than fund assets, in
calculating the fee rate for a particular fund could allow the fund to realize
scheduled cost savings more quickly. However, it is possible that a fund's
strategy assets will not include assets of other client accounts or that any
such assets may not be sufficient to result in a lower fee rate. The management
fee schedules for the funds appear below.

------
46

FUND CLASS PERCENTAGE OF STRATEGY ASSETS
--------------------------------------------------------------------------------
VP Balanced Class I 0.90% of first $250 million
0.85% of the next $250 million
0.80% over $500 million
--------------------------------------------------------------------------------
VP Capital Class I 1.00% of first $500 million
Appreciation 0.95% of the next $500 million
0.90% over $1 billion
--------------------------------------------------------------------------------
VP Global Class I 1.30% of first $1 billion
Growth 1.15% of the next $1 billion
1.05% over $2 billion
--------------------------------------------------------------------------------
VP Growth Class I 1.00% of first $5 billion
0.98% of next $5 billion
0.97% of next $5 billion
0.96% of next $5 billion
0.95% of next $5 billion
0.90% of next $5 billion
0.80% over $30 billion
--------------------------------------------------------------------------------
VP Income Class I, 0.70% of first $5 billion
& Growth Class II 0.65% over $5 billion
& Class III
--------------------------------------------------------------------------------
VP Class I & 1.50% of first $250 million
International Class III 1.20% of the next $250 million
1.10% of the next $500 million
1.00% over $1 billion
Class II & 1.40% of first $250 million
Class IV 1.10% of the next $250 million
1.00% of the next $500 million
0.90% over $1 billion
--------------------------------------------------------------------------------
VP Large Class I 0.90% of the first $1 billion
Company 0.80% of the next $4 billion
Value 0.70% over $5 billion
Class II 0.80% of the first $1 billion
0.70% of the next $4 billion
0.60% over $5 billion
--------------------------------------------------------------------------------
VP Mid Class I 1.00%
Cap Value
Class II 0.90%
--------------------------------------------------------------------------------
VP Ultra Class I & 1.00% of first $5 billion
Class III 0.98% of next $5 billion
0.97% of next $5 billion
0.96% of next $5 billion
0.95% of next $5 billion
0.90% of next $5 billion
0.80% over $30 billion
Class II 0.90% of first $5 billion
0.88% of next $5 billion
0.87% of next $5 billion
0.86% of next $5 billion
0.85% of next $5 billion
0.80% of next $5 billion
0.70% over $30 billion
--------------------------------------------------------------------------------
VP Value Class I & 1.00% of first $500 million
Class III 0.95% of the next $500 million
0.90% over $1 billion
Class II 0.90% of first $500 million
0.85% of the next $500 million
0.80% over $1 billion
--------------------------------------------------------------------------------
VP Vista Class I 1.00%
Class II 0.90%
--------------------------------------------------------------------------------

------
47

On each calendar day, each class of each fund accrues a management fee that is
equal to the class's management fee rate (as calculated pursuant to the above
schedules) times the net assets of the class divided by 365 (366 in leap years).
On the first business day of each month, the funds pay a management fee to the
advisor for the previous month. The management fee is the sum of the daily fee
calculations for each day of the previous month.

The management agreement between the corporation and the advisor 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 fund 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 a majority of outstanding
shareholder 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 states that the funds' Board of Directors or a majority
of outstanding shareholder votes may terminate the management agreement at any
time without payment of any penalty on 60 days' written notice to the advisor.
The management agreement 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, render services to others
and devote time and attention to any other business whether of a similar or
dissimilar nature.

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. A
particular security may be bought for one client or fund on the same day it is
sold for another client or fund, and a client or fund may hold a short position
in a particular security at the same time another client or fund holds a long
position. In addition, purchases or sales of the same security may be made for
two or more clients or funds on the same date. The advisor has adopted
procedures designed to ensure such transactions will be allocated among clients
and funds 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.

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 allocate 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.

Unified management fees incurred by each fund for the fiscal periods ended
December 31, 2006, 2005, and 2004, are indicated in the following table. Because
VP Global Growth and VP Growth were not in operation for the fiscal year ended
December 31, 2006 no unified management fees were paid.

------
48

UNIFIED MANAGEMENT FEES
FUND 2006 2005 2004
--------------------------------------------------------------------------------
VP $1,791,134 $1,887,688 $1,925,053
Balanced
--------------------------------------------------------------------------------
VP Capital $3,550,495 $2,829,341 $2,637,972
Appreciation
--------------------------------------------------------------------------------
VP Income $4,751,967 $5,684,695 $5,590,527
& Growth
--------------------------------------------------------------------------------
VP $10,265,029 $8,880,815 $8,241,642
International
--------------------------------------------------------------------------------
VP Large $29,476(1) $0(2) $1,535(3)
Company
Value
--------------------------------------------------------------------------------
VP Mid $161,362 $33,177 $903(3)
Cap Value
--------------------------------------------------------------------------------
VP Ultra $4,234,388 $2,173,501 $1,190,699
--------------------------------------------------------------------------------
VP Value $24,938,700 $25,573,800 $21,608,659
--------------------------------------------------------------------------------
VP Vista $344,095 $130,451 $49,317
--------------------------------------------------------------------------------

(1) A PORTION OF THE FUND'S MANAGEMENT FEE WAS VOLUNTARILY WAIVED FROM
JANUARY 1, 2006 TO MARCH 3, 2006. AMOUNT SHOWN REFLECTS WAIVER BY ADVISOR
OF $3,223 IN FEES.

(2) THE FUND'S MANAGEMENT FEE WAS REIMBURSED FROM JANUARY 1, 2005 TO
DECEMBER 19, 2005 IN THE AMOUNT OF $15,605. THE FUND'S MANAGEMENT FEE WAS
WAIVED FROM DECEMBER 20, 2005 TO DECEMBER 31, 2005 IN THE AMOUNT OF $582.
THE AMOUNT SHOWN REFLECTS THE REIMBURSEMENT AND WAIVER BY THE ADVISOR.

(3) OCTOBER 29, 2004 (COMMENCEMENT OF SALE) THROUGH DECEMBER 31, 2004.

SUBADVISOR

The investment management agreements provide that the advisor may delegate
certain responsibilities under the agreements to a subadvisor. Currently,
American Century Investment Management, Inc. (ACIM) serves as subadvisor for the
cash portion of VP Global Growth and VP International under a subadvisory
agreement between American Century Global Investment Management, Inc. (ACGIM)
and ACIM dated January 1, 2005. The subadvisory agreement continues for an
initial period of one year and thereafter so long as continuance is specifically
approved by vote of a majority of the fund's outstanding voting securities or by
vote of a majority of the fund's directors, including a majority of those
directors who are neither parties to the agreement nor interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. The subadvisory agreement is subject to termination without penalty on
60 days' written notice by ACIM, ACGIM, the Board of Directors, or a majority of
the fund's outstanding votes and will terminate automatically in the event of
(i) its assignment or (ii) termination of the investment advisory agreement
between the fund and ACGIM.

The subadvisory agreement provides that ACIM will make investment decisions for
VP Global Growth and VP International in accordance with their investment
objectives, policies, and restrictions, and whatever additional written
guidelines it may receive from ACGIM from time to time. For these services,
ACGIM will pay ACIM a monthly fee at an annual rate of 0.45% of the cash portion
of VP Global Growth's and VP International's average daily net assets.

PORTFOLIO MANAGERS

Other Accounts Managed

The portfolio managers also may be responsible for the day-to-day management of
other accounts, as indicated by the following table. None of these accounts has
an advisory fee based on the performance of the account.

------
49

OTHER ACCOUNTS MANAGED (AS OF DECEMBER 31, 2006)
OTHER
ACCOUNTS
REGISTERED OTHER (E.G.,
INVESTMENT POOLED SEPARATE
COMPANIES INVESTMENT ACCOUNTS
(E.G., OTHER VEHICLES (E.G., AND CORPORATE
AMERICAN COMMINGLED ACCOUNTS,
CENTURY FUNDS TRUSTS AND INCLUDING
AND AMERICAN 529 INCUBATION
CENTURY - EDUCATION STRATEGIES
SUBADVISED SAVINGS AND CORPORATE
FUNDS) PLANS) MONEY)
-----------------------------------------------------------------------------------
VP Balanced
-----------------------------------------------------------------------------------
William Number of Other 14 2 4
Martin Accounts Managed
----------------------------------------------------------------------
Assets in Other $7,820,834,167 $109,573,998 $330,067,032
Accounts Managed
-----------------------------------------------------------------------------------
Thomas P. Number of Other 12 2 3
Vaiana Accounts Managed
----------------------------------------------------------------------
Assets in Other $6,721,401,858 $109,573,998 $328,025,267
Accounts Managed
-----------------------------------------------------------------------------------
Fei Zou Number of Other 6 1 2
Accounts Managed
----------------------------------------------------------------------
Assets in Other $4,391,729,880 $65,656,867 $20,423,867
Accounts Managed
-----------------------------------------------------------------------------------
G. David Number of Other 8 1 1
MacEwen Accounts Managed
----------------------------------------------------------------------
Assets in Other $2,262,029,646 $65,656,867 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------
Robert V. Number of Other 17 2 1
Gahagan Accounts Managed
----------------------------------------------------------------------
Assets in Other $7,244,559,657 $1,836,069,469 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------
James F. Number of Other 8 1 1
Keegan Accounts Managed
----------------------------------------------------------------------
Assets in Other $1,893,907,142 $65,656,867 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------
Jeffrey L. Number of Other 7 1 1
Houston Accounts Managed
----------------------------------------------------------------------
Assets in Other $1,814,115,105 $65,656,867 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------
Alejandro Number of Other 11 1 1
H. Aguilar Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,113,742,126 $65,656,867 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------
Brian Number of Other 9 1 1
Howell Accounts Managed
----------------------------------------------------------------------
Assets in Other $3,260,442,417 $65,656,867 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------
John F. Number of Other 7 1 1
Walsh Accounts Managed
----------------------------------------------------------------------
Assets in Other $1,814,115,105 $65,656,867 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------
Dan Number of Other 11 1 1
Shiffman Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,113,742,126 $65,656,867 $28,466,442
Accounts Managed
-----------------------------------------------------------------------------------

------
50

OTHER ACCOUNTS MANAGED (AS OF DECEMBER 31, 2006)
OTHER
ACCOUNTS
REGISTERED OTHER (E.G.,
INVESTMENT POOLED SEPARATE
COMPANIES INVESTMENT ACCOUNTS
(E.G., OTHER VEHICLES (E.G., AND CORPORATE
AMERICAN COMMINGLED ACCOUNTS,
CENTURY FUNDS TRUSTS AND INCLUDING
AND AMERICAN 529 INCUBATION
CENTURY - EDUCATION STRATEGIES
SUBADVISED SAVINGS AND CORPORATE
FUNDS) PLANS) MONEY)
-------------------------------------------------------------------------------------
VP Capital Appreciation
-------------------------------------------------------------------------------------
Glenn Number of Other 8 0 2
Fogle(1) Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,473,849,891 N/A $128,604,556
Accounts Managed
-------------------------------------------------------------------------------------
David Number of Other 8 0 2
Hollond(2) Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,473,849,891 N/A $128,604,556
Accounts Managed
-------------------------------------------------------------------------------------
Kurt Number of Other 2 0 0
Stalzer Accounts Managed
----------------------------------------------------------------------
Assets in Other $1,941,967,854 N/A N/A
Accounts Managed
-------------------------------------------------------------------------------------
VP Global Growth
-------------------------------------------------------------------------------------
Keith Number of Other 6 0 3
Creveling Accounts Managed
----------------------------------------------------------------------
Assets in Other $4,646,493,272 N/A $371,427,048
Accounts Managed
-------------------------------------------------------------------------------------
Helen Number of Other 1 0 2
O'Donnell Accounts Managed
----------------------------------------------------------------------
Assets in Other $448,086,320 N/A $121,540,325
Accounts Managed
-------------------------------------------------------------------------------------
VP Growth
-------------------------------------------------------------------------------------
Gregory Number of Other 7 0 4
Woodhams Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,755,749,104 N/A $142,910,175
Accounts Managed
-------------------------------------------------------------------------------------
Prescott Number of Other 6 0 3
LeGard Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,740,466,939 N/A $141,826,103
Accounts Managed
-------------------------------------------------------------------------------------
VP Income & Growth
-------------------------------------------------------------------------------------
John Number of Other 7 0 0
Schniedwind Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,957,316,750 N/A N/A
Accounts Managed
-------------------------------------------------------------------------------------
Kurt Number of Other 6 0 2
Borgwardt Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,701,990,064 N/A $4,076,845
Accounts Managed
-------------------------------------------------------------------------------------
Zili Zhang Number of Other 7 0 1
Accounts Managed
----------------------------------------------------------------------
Assets in Other $5,708,442,863 N/A $2,035,080
Accounts Managed
-------------------------------------------------------------------------------------
Lynette Number of Other 4 0 0
Pang Accounts Managed
----------------------------------------------------------------------
Assets in Other $644,361,719 N/A N/A
Accounts Managed
-------------------------------------------------------------------------------------

(1) MR. FOGLE BECAME A PORTFOLIO MANAGER ON FEBRUARY 9, 2007. INFORMATION
IS PROVIDED AS OF FEBRUARY 13, 2007.

(2) MR. HOLLOND BECAME A PORTFOLIO MANAGER ON FEBRUARY 9, 2007.
INFORMATION IS PROVIDED AS OF FEBRUARY 13, 2007.

------
51

OTHER ACCOUNTS MANAGED (AS OF DECEMBER 31, 2006)
OTHER
ACCOUNTS
REGISTERED OTHER (E.G.,
INVESTMENT POOLED SEPARATE
COMPANIES INVESTMENT ACCOUNTS
(E.G., OTHER VEHICLES (E.G., AND CORPORATE
AMERICAN COMMINGLED ACCOUNTS,
CENTURY FUNDS TRUSTS AND INCLUDING
AND AMERICAN 529 INCUBATION
CENTURY - EDUCATION STRATEGIES
SUBADVISED SAVINGS AND CORPORATE
FUNDS) PLANS) MONEY)
---------------------------------------------------------------------------------------
VP International
---------------------------------------------------------------------------------------
Alexander Number of Other 4 0 1
Tedder Accounts Managed
-----------------------------------------------------------------------
Assets in Other $3,279,896,815 N/A $249,886,723
Accounts Managed
---------------------------------------------------------------------------------------
Keith Number of Other 5 0 3
Creveling Accounts Managed
-----------------------------------------------------------------------
Assets in Other $3,727,983,134 N/A $371,427,048
Accounts Managed
---------------------------------------------------------------------------------------
VP Large Company Value
---------------------------------------------------------------------------------------
Charles Number of Other 9 0 3
Ritter Accounts Managed
-----------------------------------------------------------------------
Assets in Other $4,334,716,990 N/A $264,440,863
Accounts Managed
---------------------------------------------------------------------------------------
Brendan Number of Other 9 0 3
Healy Accounts Managed
-----------------------------------------------------------------------
Assets in Other $4,334,716,990 N/A $264,440,863
Accounts Managed
---------------------------------------------------------------------------------------
VP Mid Cap Value
---------------------------------------------------------------------------------------
Phil Number of Other 7 0 2
Davidson Accounts Managed
-----------------------------------------------------------------------
Assets in Other $13,136,941,568 N/A $137,510,581
Accounts Managed
---------------------------------------------------------------------------------------
Scott Number of Other 7 0 2
Moore Accounts Managed
-----------------------------------------------------------------------
Assets in Other $13,136,941,568 N/A $137,510,581
Accounts Managed
---------------------------------------------------------------------------------------
Michael Number of Other 6 0 2
Liss Accounts Managed
-----------------------------------------------------------------------
Assets in Other $6,729,287,100 N/A $137,510,581
Accounts Managed
---------------------------------------------------------------------------------------
VP Ultra
---------------------------------------------------------------------------------------
Wade Number of Other 2 0 0
Slome Accounts Managed
-----------------------------------------------------------------------
Assets in Other $15,361,394,830 N/A N/A
Accounts Managed
---------------------------------------------------------------------------------------
Tom Number of Other 3 0 0
Telford Accounts Managed
-----------------------------------------------------------------------
Assets in Other $15,484,696,523 N/A N/A
Accounts Managed
---------------------------------------------------------------------------------------

------
52

(1) MR. EIXMANN BECAME A PORTFOLIO MANAGER ON FEBRUARY 9, 2007.
INFORMATION IS PROVIDED AS OF FEBRUARY 13, 2007.

Potential Conflicts of Interest

Certain conflicts of interest may arise in connection with the management of
multiple portfolios. Potential conflicts include, for example, conflicts among
investment strategies and conflicts in the allocation of investment
opportunities. American Century has adopted policies and procedures that are
designed to minimize the effects of these conflicts.

Responsibility for managing American Century client portfolios is organized
according to investment discipline. Investment disciplines include, for example,
core equity, small- and mid-cap growth, large-cap growth, value, international,
fixed income, asset allocation, and sector funds. Within each discipline are one
or more portfolio teams responsible for managing specific client portfolios.
Generally, client portfolios with similar strategies are managed by the same
team using the same objective, approach, and philosophy. Accordingly, portfolio
holdings, position sizes, and industry and sector exposures tend to be similar
across similar portfolios, which minimizes the potential for conflicts of
interest.

------
53

For each investment strategy, one portfolio is generally designated as the
"policy portfolio." Other portfolios with similar investment objectives,
guidelines and restrictions, if any, are referred to as "tracking portfolios."
When managing policy and tracking portfolios, a portfolio team typically
purchases and sells securities across all portfolios that the team manages.
American Century's trading systems include various order entry programs that
assist in the management of multiple portfolios, such as the ability to purchase
or sell the same relative amount of one security across several funds. In some
cases a tracking portfolio may have additional restrictions or limitations that
cause it to be managed separately from the policy portfolio. Portfolio managers
make purchase and sale decisions for such portfolios alongside the policy
portfolio to the extent the overlap is appropriate, and separately, if the
overlap is not.

American Century may aggregate orders to purchase or sell the same security for
multiple portfolios when it believes such aggregation is consistent with its
duty to seek best execution on behalf of its clients. Orders of certain client
portfolios may, by investment restriction or otherwise, be determined not
available for aggregation. American Century has adopted policies and procedures
to minimize the risk that a client portfolio could be systematically advantaged
or disadvantaged in connection with the aggregation of orders. To the extent
equity trades are aggregated, shares purchased or sold are generally allocated
to the participating portfolios PRO RATA based on order size. Because initial
public offerings (IPOs) are usually available in limited supply and in amounts
too small to permit across-the-board pro rata allocations, American Century has
adopted special procedures designed to promote a fair and equitable allocation
of IPO securities among clients over time. Fixed income securities transactions
are not executed through a centralized trading desk. Instead, portfolio teams
are responsible for executing trades with broker/dealers in a predominantly
dealer marketplace. Trade allocation decisions are made by the portfolio manager
at the time of trade execution and orders entered on the fixed income order
management system.

Finally, investment of American Century's corporate assets in proprietary
accounts may raise additional conflicts of interest. To mitigate these potential
conflicts of interest, American Century has adopted policies and procedures
intended to provide that trading in proprietary accounts is performed in a
manner that does not give improper advantage to American Century to the
detriment of client portfolios.

Compensation

American Century portfolio manager compensation is structured to align the
interests of portfolio managers with those of the shareholders whose assets they
manage. It includes the components described below, each of which is determined
with reference to a number of factors such as overall performance, market
competition, and internal equity. Compensation is not directly tied to the value
of assets held in client portfolios.

Base Salary

Portfolio managers receive base pay in the form of a fixed annual salary.

Bonus

A significant portion of portfolio manager compensation takes the form of an
annual incentive bonus tied to performance. Bonus payments are determined by a
combination of factors. One factor is fund investment performance. For policy
portfolios, such as VP Capital Appreciation, investment performance is measured
by a combination of one- and three-year pre-tax performance relative to a
pre-established, internally-customized peer group and/or market benchmark.
Custom peer groups are constructed using all the funds in appropriate Lipper or
Morningstar categories as a starting point. Funds are then eliminated from the
peer group based on a standardized methodology designed to result in a final
peer group that more closely represents the fund's true peers based on internal
investment mandates and that is more stable (i.e., has less peer turnover) over
the long-term. In cases where a portfolio manager has responsibility for more
than one policy portfolio, the performance of each is assigned a percentage
weight commensurate with the portfolio manager's level of responsibility.

------
54

With regard to tracking portfolios, such as the funds (other than VP Capital
Appreciation), investment performance may be measured in a number of ways. The
performance of the tracking portfolio may be measured against a customized peer
group and/or market benchmark as described above for policy portfolios.
Alternatively, the tracking portfolio may be evaluated relative to the
performance of its policy portfolio, with the goal of matching the policy
portfolio's performance as closely as possible. This is the case for VP Balanced
and VP Income & Growth. In some cases, the performance of a tracking portfolio
is not separately considered; rather, the performance of the policy portfolio is
the key metric. This is the case for all of the other funds described in this
statement of additional information.

A second factor in the bonus calculation relates to the performance of all
American Century funds managed according to a particular investment style, such
as U.S. growth or value. Performance is measured for each product individually
as described above and then combined to create an overall composite for the
product group. These composites may measure one-year performance (equal
weighted) or a combination of one- and three-year performance (asset weighted)
depending on the portfolio manager's responsibilities and products managed. This
feature is designed to encourage effective teamwork among portfolio management
teams in achieving long-term investment success for similarly styled portfolios.

A portion of some portfolio managers' bonuses may be tied to individual
performance goals, such as research projects and the development of new
products.

Finally, portfolio manager bonuses may occasionally be affected by
extraordinarily positive or negative financial performance by American Century
Companies, Inc. ("ACC"), the advisor's privately-held parent company. This
feature has been designed to maintain investment performance as the primary
component of portfolio manager bonuses while also providing a link to the
advisor's ability to pay.

Restricted Stock Plans

Portfolio managers are eligible for grants of restricted stock of ACC. These
grants are discretionary, and eligibility and availability can vary from year to
year. The size of an individual's grant is determined by individual and product
performance as well as other product-specific considerations. Grants can
appreciate/depreciate in value based on the performance of the ACC stock during
the restriction period (generally three years).

Deferred Compensation Plans

Portfolio managers are eligible for grants of deferred compensation. These
grants are used in very limited situations, primarily for retention purposes.
Grants are fixed and can appreciate/depreciate in value based on the performance
of the American Century mutual funds in which the portfolio manager chooses to
invest them.

Ownership of Securities

As of December 31, 2006, the funds' most recent year end, none of the portfolio
managers beneficially owned shares of the fund they manage. As of February 13,
2007, none of the portfolio managers of VP Capital Appreciation and VP Vista
beneficially owned shares of the fund they manage. American Century has adopted
a policy that, with limited exceptions, requires its portfolio managers to
maintain investments in the policy portfolios they oversee. However, because
these portfolio managers serve on investment teams that oversee a number of
funds in the same broad investment category, the portfolio manager is not
required to invest in each such fund.

------
55

TRANSFER AGENT AND ADMINISTRATOR

American Century Services, LLC (ACS), 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
ACS's costs for serving as transfer agent and dividend-paying agent for the
funds out of the advisor's unified management fee. For a description of this fee
and the terms of its payment, see the above discussion under the caption
INVESTMENT ADVISOR on page 46.

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 American Century Investment Services, Inc.
(ACIS), a registered broker-dealer. The distributor is a wholly owned subsidiary
of ACC and its principal business address is 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. The advisor pays
ACIS's costs for serving as principal underwriter of the funds' shares out of
the advisor's unified management fee. For a description of this fee and the
terms of its payment, see the above discussion under the caption INVESTMENT
ADVISOR on page 46. ACIS does not earn commissions for distributing the funds'
shares.

Certain financial intermediaries unaffiliated with the distributor or the funds
may perform various administrative and shareholder services for their clients
who are invested in the funds. These services may include assisting with fund
purchases, redemptions and exchanges, distributing information about the funds
and their performance, preparing and distributing client account statements, and
other administrative and shareholder services that would otherwise be provided
by the distributor or its affiliates. The distributor may pay fees out of its
own resources to such financial intermediaries for providing these services.

CUSTODIAN BANKS

JPMorgan Chase Bank, 4 Metro Tech Center, Brooklyn, New York 11245, and Commerce
Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, each serves as custodian
of the funds' assets. 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. JPMorgan Chase Bank is paid based on the monthly average of assets
held in custody plus a transaction fee.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP is the independent registered public accounting firm of
the funds. The address of Deloitte & Touche LLP is 1100 Walnut Street, Kansas
City, Missouri 64106. As the independent registered public accounting firm of
the funds, Deloitte & Touche LLP and an affiliate provides services including

(1) auditing the annual financial statements for each fund,

(2) assisting and consulting in connection with SEC filings, and

(3) reviewing the annual federal income tax return filed for each fund.

------
56

BROKERAGE ALLOCATION

ALL FUNDS EXCEPT FIXED-INCOME PORTION OF VP BALANCED

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. ACGIM, for the cash portion of the funds it manages, has
delegated responsibility for selecting brokers to execute portfolio transactions
to ACIM under the terms of the investment subadvisory agreement.

The advisor or the subadvisor, as the case may be, receives statistical and
other information and services, including research, without cost from brokers
and dealers. The advisor or the subadvisor 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 or subadvisor intends
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 or the subadvisor does not utilize brokers that provide
such information and services for the purpose of reducing the expense of
providing required services to the funds. VP Global Growth and VP Growth were
not in operation for the fiscal year ended December 31, 2006.

In the fiscal years ended December 31, 2006, 2005 and 2004, the brokerage
commissions of each fund are listed in the following table:

FUND 2006 2005 2004
--------------------------------------------------------------------------------
VP Balanced $124,987 $258,878 $439,893
--------------------------------------------------------------------------------
VP Capital $873,042 $743,786 $1,054,344
Appreciation
--------------------------------------------------------------------------------
VP Income $476,295 $1,231,927 $1,953,717
& Growth
--------------------------------------------------------------------------------
VP $2,200,235 $1,835,564 $2,361,194
International
--------------------------------------------------------------------------------
VP Large $1,578 $579 $307(1)
Company
Value
--------------------------------------------------------------------------------
VP Mid $39,929 $9,503 $973(1)
Cap Value
--------------------------------------------------------------------------------
VP Ultra $413,011 $116,424 $58,721
--------------------------------------------------------------------------------
VP Value $3,095,795 $4,187,010 $5,318,599
--------------------------------------------------------------------------------
VP Vista $71,676 $38,309 $18,797
--------------------------------------------------------------------------------

(1) FROM OCTOBER 29, 2004 (INCEPTION) THROUGH DECEMBER 31, 2004.

The funds' distributor (ACIS) and investment advisors (ACGIM and ACIM) are
wholly owned, directly or indirectly, by ACC. JPMorgan Chase & Co. (JPM) is an
equity investor in ACC. The funds paid J.P. Morgan Securities Inc. (JPMS) and
JPMorgan Cazenove Limited (JPMC), subsidiaries of JPM, the following brokerage
commissions for the fiscal years ended December 31, 2006, 2005 and 2004.

------
57

2006 2005 2004
----------------- --------------------- ----------------
FUND JPMS JPMC JPMS JPMC(1) JPMS
--------------------------------------------------------------------------------
VP $0 $0 $0 $0 $38
Balanced
--------------------------------------------------------------------------------
VP Capital $9,366 $0 $1,405 $0 $539
Appreciation
--------------------------------------------------------------------------------
VP Global N/A N/A N/A N/A N/A
Growth
--------------------------------------------------------------------------------
VP Growth N/A N/A N/A N/A N/A
--------------------------------------------------------------------------------
VP Income $1,721 $0 $0 $0 $48
& Growth
--------------------------------------------------------------------------------
VP $47,209 $2,153 $65,996 $2,674 $130,735
International
--------------------------------------------------------------------------------
VP Large $1 $0 $1 $0 $0
Company
Value
--------------------------------------------------------------------------------
VP Mid $42 $0 $7 $0 $0
Cap Value
--------------------------------------------------------------------------------
VP Ultra $0 $0 $0 $0 $259
--------------------------------------------------------------------------------
VP Value $1,031 $0 $3,720 $0 $13,464
--------------------------------------------------------------------------------
VP Vista $197 $0 $39 $0 $15
--------------------------------------------------------------------------------

(1) JPMC BECAME A SUBSIDIARY OF JPM ON FEBRUARY 1, 2005.

For the fiscal year ended December 31, 2006, the following table shows the
percentage of each fund's aggregate brokerage commissions paid to JPMS and JPMC
and the percentage of each fund's aggregate dollar amount of portfolio
transactions involving the payment of commissions effected through JPMS and
JPMC.

PERCENTAGE OF PERCENTAGE OF DOLLAR
BROKERAGE COMMISSIONS AMOUNT OF PORTFOLIO TRANSACTIONS
--------------------------------------------------------------------------------
FUND JPMS JPMC JPMS JPMC
--------------------------------------------------------------------------------
VP Balanced 0% 0% 0% 0%
--------------------------------------------------------------------------------
VP Capital 1.07% 0% 0.47% 0%
Appreciation
--------------------------------------------------------------------------------
VP Global N/A N/A N/A N/A
Growth
--------------------------------------------------------------------------------
VP Growth N/A N/A N/A N/A
--------------------------------------------------------------------------------
VP Income 0.36% 0% 0.13% 0%
& Growth
--------------------------------------------------------------------------------
VP 2.15% 0.10% 1.09% 0.10%
International
--------------------------------------------------------------------------------
VP Large 0.05% 0% 0.03% 0%
Company
Value
--------------------------------------------------------------------------------
VP Mid 0.10% 0% 0.02% 0%
Cap Value
--------------------------------------------------------------------------------
VP Ultra 0% 0% 0% 0%
--------------------------------------------------------------------------------
VP Value 0.03% 0% 0.01% 0%
--------------------------------------------------------------------------------
VP Vista 0.27% 0% 0.11% 0%
--------------------------------------------------------------------------------

Brokerage commissions paid by a fund may vary significantly from year to year as
a result of changing asset levels throughout the year, increased or decreased
portfolio turnover, varying market conditions, or other factors.

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.

------
58

THE FIXED-INCOME PORTION OF VP BALANCED

Under the management agreement between the funds and the advisor, the advisor
has the responsibility of selecting brokers and dealers to execute portfolio
transactions. In many transactions, the selection of the broker or dealer is
determined by the availability of the desired security and its offering price.
In other transactions, the selection of the broker or dealer is a function of
market selection and price negotiation, as well as the broker's general
execution and operational and financial capabilities in the type of transaction
involved. The advisor will seek to obtain prompt execution of orders at the most
favorable prices or yields. The advisor may choose to purchase and sell
portfolio securities to and from dealers who provide statistical and other
information and services, including research, to the funds and to the advisor.
Such information or services will be in addition to and not in lieu of the
services required to be performed by the advisor, and the expenses of the
advisor will not necessarily be reduced as a result of the receipt of such
supplemental information.

The funds generally purchase and sell debt securities through principal
transactions, meaning the funds normally purchase securities on a net basis
directly from the issuer or a primary market-maker acting as principal for the
securities. The funds do not pay brokerage commissions on these transactions,
although the purchase price for debt securities usually includes an undisclosed
compensation. Purchases of securities from underwriters typically include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market-makers typically include a dealer's mark-up
(i.e., a spread between the bid and asked prices).

REGULAR BROKER-DEALERS

As of the end of its most recently completed fiscal year, each of the funds
listed below owned securities of its regular brokers or dealers (as defined by
Rule 10b-1 under the Investment Company Act of 1940) or of their parent
companies. Because VP Global Growth and VP Growth were not in operation as of
the fiscal year end, they are not included in the chart below.

VALUE OF SECURITIES
OWNED AS OF
FUND BROKER, DEALER OR PARENT DECEMBER 31, 2006
--------------------------------------------------------------------------------
VP Citigroup Inc. $4,960,193
Balanced -----------------------------------------------------------
Bank of America Corp. $4,076,061
-----------------------------------------------------------
Morgan Stanley $3,180,334
-----------------------------------------------------------
Goldman Sachs Group, Inc. $2,310,666
-----------------------------------------------------------
Lehman Brothers Holdings, Inc. $1,516,058
-----------------------------------------------------------
Merrill Lynch & Co., Inc. $730,892
-----------------------------------------------------------
HSBC Finance Corp. $265,556
--------------------------------------------------------------------------------
VP None
Capital
Appreciation
--------------------------------------------------------------------------------
VP Income Citigroup Inc. $30,647,365
& Growth -----------------------------------------------------------
Bank of America Corp. $22,379,486
-----------------------------------------------------------
Morgan Stanley $22,223,387
-----------------------------------------------------------
Goldman Sachs Group, Inc. $14,755,090
-----------------------------------------------------------
Lehman Brothers Holdings, Inc. $4,932,419
-----------------------------------------------------------
Merrill Lynch & Co., Inc. $1,394,545
--------------------------------------------------------------------------------

------
59

VALUE OF SECURITIES
OWNED AS OF
FUND BROKER, DEALER OR PARENT DECEMBER 31, 2006
--------------------------------------------------------------------------------
VP Credit Suisse Group $11,538,267
International --------------------------------------------------------
UBS AG $9,668,908
--------------------------------------------------------------------------------
VP Large Citigroup Inc. $473,450
Company --------------------------------------------------------
Value Bank of America Corp. $332,086
--------------------------------------------------------
Merrill Lynch & Co., Inc. $160,132
--------------------------------------------------------
Morgan Stanley $159,603
--------------------------------------------------------------------------------
VP Mid None
Cap
Value
--------------------------------------------------------------------------------
VP Ultra Morgan Stanley $11,269,912
--------------------------------------------------------
Goldman Sachs Group, Inc. $5,996,847
--------------------------------------------------------------------------------
VP Value Bank of America Corp. $107,998,413
--------------------------------------------------------
Citigroup Inc. $27,590,717
--------------------------------------------------------
Merrill Lynch & Co., Inc. $5,340,588
--------------------------------------------------------------------------------
VP Vista None
--------------------------------------------------------------------------------

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. In addition, each series (or fund) may be divided into
separate classes. See MULTIPLE CLASS STRUCTURE, which follows. Additional funds
and classes may be added without a shareholder vote.

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

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.

MULTIPLE CLASS STRUCTURE

The corporation's Board of Directors has adopted a multiple class plan pursuant
to Rule 18f-3 adopted by the SEC. The plan is described in the prospectus of any
fund that offers more than one class. Pursuant to such plan, the funds may issue
four classes of shares: Class I, Class II, Class III and Class IV. Not all funds
offer all classes.

------
60

All four classes are sold exclusively to insurance companies to fund their
obligations under variable annuity and variable life insurance contracts
purchased by their customers. Each class has a different arrangement for
distribution services. Class III and Class IV shares are subject to a 1.00%
redemption fee on shares held 60 days or less. In addition to the management
fee, Class II and Class IV shares are subject to a Master Distribution Plan (the
Class II Plan and the Class IV Plan, respectively) described below. The Class II
and Class IV Plans have been adopted by the funds' Board of Directors and
initial shareholder in accordance with Rule 12b-1 adopted by the SEC under the
Investment Company Act.

Rule 12b-1

Rule 12b-1 permits an investment company to pay expenses associated with the
distribution of its shares in accordance with a plan adopted by its Board of
Directors and approved by its shareholders. Pursuant to such rule, the Board of
Directors and initial shareholder of the funds' Class II and Class IV shares
have approved and entered into the Class II and Class IV Plan, respectively. The
plans are described below.

In adopting the plans, the Board of Directors (including a majority of directors
who are not interested persons of the funds [as defined in the Investment
Company Act], hereafter referred to as the independent directors) determined
that there was a reasonable likelihood that the plans would benefit the funds
and the shareholders of the affected classes. Some of the anticipated benefits
include improved name recognition of the funds generally; and growing assets in
existing funds, which helps retain and attract investment management talent,
provides a better environment for improving fund performance, and can lower the
total expense ratio for funds with stepped-fee schedules. Pursuant to Rule
12b-1, information about revenues and expenses under the plans is presented to
the Board of Directors quarterly for its consideration in continuing the plans.
Continuance of the plans must be approved by the Board of Directors, including a
majority of the independent directors, annually. The plans may be amended by a
vote of the Board of Directors, including a majority of the independent
directors, except that the plans may not be amended to materially increase the
amount to be spent for distribution without majority approval of the
shareholders of the affected classes. The plans terminate automatically in the
event of an assignment and may be terminated upon a vote of a majority of the
independent directors or by vote of a majority of outstanding shareholder votes
of the affected classes.

All fees paid under the plans will be made in accordance with Section 26 of the
Conduct Rules of the National Association of Securities Dealers (NASD).

Class II Plan

As described in the prospectuses, the funds' Class II shares are made available
exclusively to insurance companies to fund their obligations under variable
annuity and variable life insurance contracts purchased by their customers. The
funds' distributor enters into contracts with various insurance companies with
respect to the sale of the funds' shares and/or the use of the funds' shares in
various insurance products.

The insurance companies provide various distribution services pursuant to the
Class II Plan. To enable the funds' shares to be made available through such
insurance products, and to compensate the insurance companies for such services,
the funds' advisor has reduced its management fee by 0.10% per annum with
respect to the Class II shares, except for VP Income & Growth, which has the
same management fee for both classes, and the funds' Board of Directors has
adopted the Class II Plan. Pursuant to the Class II Plan, Class II pays the
distributor 0.25% annually of the average daily net asset value of the funds'
Class II shares for distribution services, including past distribution services
(as described below). This payment is fixed at 0.25% and is not based on
expenses incurred by the distributor. The Class II Plan is a compensation type
plan and the amount paid does not depend on the actual expense incurred. During
the fiscal year ended December 31, 2006, the aggregate amount of fees paid under
the Class II Plan was:

------
61

VP Income & Growth $66,801
VP International $356,153
VP Large Company Value $2,808
VP Mid Cap Value $26,787
VP Ultra $886,401
VP Value $1,800,301
VP Vista $6,397

The distributor then makes these payments to the insurance companies who offer
Class II for the services described below. No portion of these payments is used
by the distributor to pay for advertising, printing costs or interest expenses.

Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of Class II shares, which services
may include but are not limited to:

(a) paying sales commissions, on-going commissions and other payments to
brokers, dealers, financial institutions or others who sell Class II shares
pursuant to selling agreements;

(b) compensating registered representatives or other employees of the
distributor who engage in or support distribution of the funds' Class II
shares;

(d) printing prospectuses, statements of additional information and
reports for other-than-existing shareholders;

(e) preparing, printing and distributing of sales literature and
advertising materials provided to the funds' shareholders and prospective
shareholders;

(f) receiving and answering correspondence from prospective shareholders,
including distributing prospectuses, statements of additional information,
and shareholder reports;

(g) providing facilities to answer questions from prospective shareholders
about fund shares;

(h) complying with federal and state securities laws pertaining to the
sale of fund shares;

(i) assisting shareholders in completing application forms and selecting
dividend and other account options;

(j) providing other reasonable assistance in connection with the
distribution of fund shares;

(k) organizing and conducting of sales seminars and payments in the form
of transactional and compensation or promotional incentives;

(l) profit on the foregoing;

(m) paying service fees for the provision of personal, continuing services
to investors, as contemplated by the Conduct Rules of the NASD; and

(n) such other distribution and service activities as the advisor
determines may be paid for by the funds pursuant to the terms of the
agreement between the corporation and the fund's distributor and in
accordance with Rule 12b-1 of the Investment Company Act.

Class IV Plan

As described in the prospectuses, the fund's Class IV shares are made available
exclusively to insurance companies to fund their obligations under variable
annuity and variable life insurance contracts purchased by their customers. The
funds' distributor enters into contracts with various insurance companies with
respect to the sale of the funds' shares and/or the use of the funds' shares in
various insurance products.

The insurance companies provide various distribution services pursuant to the
Class IV Plan. To enable the fund's shares to be made available through such
insurance products, and to compensate the insurance companies for such services,
the funds' advisor has reduced its management fee by 0.10% per annum with
respect to the Class IV shares, and the funds' Board of Directors has adopted
the Class IV Plan. Pursuant to the Class IV Plan, Class IV pays the distributor
0.25% annually of the average daily net asset

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value of the funds' Class IV shares for distribution services, including past
distribution services (as described below). This payment is fixed at 0.25% and
is not based on expenses incurred by the distributor. The Class IV Plan is a
compensation type plan and the amount paid does not depend on the actual expense
incurred. During the fiscal year ended December 31, 2006, the aggregate amount
of distribution fees paid under the Class IV Plan was:

VP International $30,341

The distributor then makes these payments to the insurance companies who offer
Class IV for the services described below. No portion of these payments is used
by the distributor to pay for advertising, printing costs or interest expenses.

Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of Class IV shares, which services
may include but are not limited to:

(a) paying sales commissions, on-going commissions and other payments to
brokers, dealers, financial institutions or others who sell Class IV shares
pursuant to selling agreements;

(b) compensating registered representatives or other employees of the
distributor who engage in or support distribution of the funds' Class IV
shares;