EX-99.CODE ETH 5 ex-coe.htm CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

                                                             EXHIBIT 99.CODE ETH


AMERICAN CENTURY INVESTMENTS

WORKING WITH INTEGRITY...

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

I.   INTRODUCTION

     The Board of Directors/Trustees of American Century's registered management
     investment  companies  listed  on  Schedule  A (each  individually  a "Fund
     Company" and collectively  the "Fund  Companies") have adopted this Code of
     Ethics  (this  "Code")  applicable  to  its  Principal  Executive  Officer,
     Principal  Financial Officer,  Principal  Accounting  Officer,  and persons
     performing  similar  functions,  as  identified on Schedule B (the "Covered
     Officers") to promote:

     *    honest  and  ethical  conduct,   including  the  ethical  handling  of
          conflicts of interest;
     *    full, fair, accurate, timely and understandable disclosure;
     *    compliance   with   applicable   laws  and   governmental   rules  and
          regulations;
     *    the prompt internal reporting of violations of the Code; and
     *    accountability for adherence to the Code.


II.  COVERED OFFICERS SHOULD ACT WITH HONESTY AND INTEGRITY

     To keep the confidence  and trust of our investors and the general  public,
     each  of  us  must  approach  our  work  with   integrity  and   unwavering
     determination  to act in accordance with the law and the highest  standards
     of ethical conduct.  Our relationship with our investors  requires American
     Century  personnel to place the  interests of our clients  before their own
     and to avoid even the  appearance of  impropriety.  This is how we earn and
     keep our clients'  trust.  To protect this trust, we will hold ourselves to
     the highest ethical standards.

     Each Covered Officer must:

     *    act with  integrity,  including  being  honest  and  candid  in public
          communications  while maintaining the  confidentiality  of information
          appropriate under applicable law and Fund Company policies;
     *    observe all applicable laws and  governmental  rules and  regulations,
          accounting standards, and Fund Company policies;
     *    adhere to a high standard of business ethics; and
     *    place the interests of the Fund Companies before the Covered Officer's
          own personal interests.

All  activities  of  Covered  Officers  should be guided by and  adhere to these
fiduciary standards.







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III. COVERED OFFICERS SHOULD HANDLE CONFLICTS OF INTEREST IN AN ETHICAL MANNER

     A "conflict of interest" occurs when an individual's private interest could
     be  perceived to  interfere  with the  interests of one or more of the Fund
     Companies.  A conflict of interest can arise when a Covered  Officer  takes
     actions or has  interests  that may affect their  ability to perform  their
     work  objectively  and  effectively.  Service to the Fund Companies  should
     never be subordinated to personal gain and advantage.

     Examples  of conflict of  interest  situations  that may arise  include the
     following:

     *    an outside activity that detracts from the Covered  Officer's  ability
          to   devote   appropriate   time   and   attention   to   his  or  her
          responsibilities with the Fund Companies;
     *    service  as a  director/trustee  on the board of any public or private
          company   (other   than   community,    charitable,   or   educational
          organizations);
     *    the receipt of gifts or  entertainment  from any company  with which a
          Fund Company has current or prospective  business dealings unless such
          entertainment is business related,  reasonable in cost, appropriate as
          to time and place,  and not so  frequent  as to raise any  question of
          impropriety;
     *    being  in  the  position  of  supervising,  reviewing  or  having  any
          influence  on the job  evaluation,  pay,  or benefit of any  immediate
          family member; and
     *    an ownership  interest in, or consulting  or  employment  relationship
          with,  any Fund Company  service  provider,  other than the investment
          adviser and its affiliated companies.

     Each Covered Officer must:

     *    avoid conflicts of interest wherever possible;
     *    handle any actual or apparent conflict of interest ethically;
     *    not use his or her  personal  influence or personal  relationships  to
          influence investment decisions or financial reporting by an investment
          company  whereby the Covered  Officer would benefit  personally to the
          detriment of the investment company;
     *    not  cause  an  investment  company  to take  action,  or fail to take
          action,  for the personal  benefit of the Covered  Officer rather than
          the benefit of such company; and
     *    not use knowledge of portfolio  transactions  made or contemplated for
          an  investment  company to profit,  or cause others to profit,  by the
          market effect of such transactions.

     Certain  conflicts  of  interest  may  arise  from  or as a  result  of the
     contractual  relationship  between the Fund  Companies  and the adviser (of
     which the Covered  Officers are also officers or employees).  In the normal
     course  of  their  duties,   the  Covered  Officers  will  be  involved  in
     establishing policies and implementing  decisions that affect both the Fund
     Companies and the adviser.  The Board recognizes that the  participation of
     the  Covered   Officers  in  activities   arising  from  such   contractual
     relationship is inherent in the relationship between the Fund Companies and
     the  adviser and is  consistent  with the  expectation  of the Board of the
     performance by the Covered Officers of their duties as officers of the Fund



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     Companies.  In  addition,  it is  recognized  by the Board that the Covered
     Officers  may also be  affiliated  persons  of other  investment  companies
     managed by the adviser.

IV.  DISCLOSURE

     Each Covered Officer should be familiar with the Fund Companies' disclosure
     controls and  procedures so that each Fund Company report or other document
     filed with the Securities and Exchange  Commission  ("SEC") complies in all
     material  respects  with the federal  securities  laws.  In addition,  each
     Covered  Officer  having direct or supervisory  authority  regarding a Fund
     Company's  filings or other  public  communications  should,  to the extent
     applicable  to their  area of  responsibility,  take  appropriate  steps to
     encourage full, fair, accurate, timely and understandable disclosure.

     Each Covered Officer must:

     *    be familiar with the  disclosure  requirements  applicable to the Fund
          Companies  as well  as the  Fund  Companies'  business  and  financial
          operations; and
     *    not knowingly  misrepresent,  or cause others to  misrepresent,  facts
          about  any Fund  Company  to  others,  including  the  Fund  Company's
          independent   auditors,   independent   directors,    regulators,   or
          self-regulatory organizations.

V.   COMPLIANCE

     It is the Fund  Companies'  policy to comply with all  applicable  laws and
     governmental  rules and regulations.  It is the personal  responsibility of
     each Covered Officer to adhere to the standards and restrictions imposed by
     those laws, rules, and regulations,  including those relating to affiliated
     transactions, accounting, and auditing matters.

VI.  REPORTING AND ACCOUNTABILITY

     Each Covered Officer must:

     *    upon receipt of this Code,  sign and submit to the General  Counsel or
          his/her designee a certification that they have read, understand,  and
          will comply with this Code;
     *    annually thereafter, sign and submit to the General Counsel or his/her
          designee a  certification  that they have read,  understand,  and have
          complied with this Code;
     *    not retaliate  against any employee or Covered  Officer for reports of
          potential violations that are made in good faith; and
     *    notify  the  General  Counsel  or  his/her  designee  promptly  of any
          violation of this Code or of any conflict of interest or  relationship
          arising  since the  submission  of their most  recent  Directors'  and
          Officers'  Questionnaire that meets the reporting requirements of that
          form.

     The General  Counsel or his/her  designee is responsible  for applying this
     Code to specific  situations in which  questions are presented under it and
     has the  authority  to  interpret  this Code in any  particular  situation.
     However, all interpretations, approvals and waivers


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     under this Code must be reported to the committee of the Board  responsible
     for overseeing  Fund Company  compliance  matters (the  "Committee") at its
     next regular  meeting.  Any  amendments to or waivers of this Code shall be
     disclosed as required by SEC Form N-CSR.

     The Fund Company will undertake the following  procedures in enforcing this
     Code:

     *    The General Counsel or his/her designee will take  appropriate  action
          to investigate any potential violations of which they become aware.
     *    Following such investigation,  the General Counsel or his/her designee
          will make a  recommendation  regarding the potential  violation to the
          Committee.
     *    If the Committee  determines that a violation has taken place, it will
          make a recommendation to the full Board as to appropriate disciplinary
          or preventive action.
     *    The full Board will consider the  recommendation  of the Committee and
          take such action as it deems  appropriate  (such  action may include a
          letter of censure,  fine,  disgorgement  of profits,  or suspension or
          termination of employment,  as well as notification of appropriate law
          enforcement  authorities in the event of criminal  conduct or material
          violation of law).

VII. OTHER POLICIES AND PROCEDURES

     The Fund Companies' Code of Ethics adopted pursuant to Rule 17j-1 under the
     Investment  Company Act and the adviser's  Business Code of Conduct are not
     part of this  Code and  contain  separate  requirements  applicable  to the
     Covered Officers.

VIII. AMENDMENTS

     This Code may be  amended  upon the  approval  of a  majority  of each Fund
     Company Board of  Directors/Trustees,  including a majority of  independent
     directors/trustees.

IX.  CONFIDENTIALITY

     All reports and records prepared or maintained  pursuant to this Code shall
     be  considered   confidential   and  shall  be  maintained   and  protected
     accordingly.

X.   INTERNAL USE ONLY

     This Code is intended  solely for  internal use by the Fund  Companies  and
     does not constitute an admission,  by or on behalf of any Fund Company,  as
     to any fact, circumstance, or legal conclusion.


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                                   SCHEDULE A

The Code of Ethics to which this Schedule is attached was most recently approved
by the Board of  Directors/Trustees  of the following  Fund  Companies as of the
dates indicated:

----------------------------------------------------- --------------------------
FUND COMPANIES                                        MOST RECENT APPROVAL DATE
----------------------------------------------------- --------------------------

American Century Asset Allocation Portfolios, Inc.          August 17, 2004

American Century California Tax-Free
    and Municipal Funds                                     September 26, 2003

American Century Capital Portfolios, Inc.                   November 14, 2003

American Century Government Income Trust                    September 26, 2003

American Century International Bond Funds                   September 26, 2003

American Century Investment Trust                           September 26, 2003

American Century Municipal Trust                            September 26, 2003

American Century Mutual Funds, Inc.                         November 14, 2003

American Century Quantitative Equity Funds, Inc.            March 1, 2004

American Century Strategic Asset Allocations, Inc.          November 14, 2003

American Century Target Maturities Trust                    September 26, 2003

American Century Variable Portfolios, Inc.                  November 14, 2003

American Century Variable Portfolios II, Inc.               September 26, 2003

American Century World Mutual Funds, Inc.                   November 14, 2003
----------------------------------------------------- --------------------------


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                                   SCHEDULE B

As of the  date of the  most  recent  approval  of this  Code of  Ethics  by the
Directors/Trustees  of the Fund Companies,  the persons holding the positions of
Covered Officers are as follows:

--------------------------------------------------- ----------------------------
       POSITION                                                  NAME
--------------------------------------------------- ----------------------------

       Principal Executive Officer                        William M. Lyons
--------------------------------------------------- ----------------------------
       Principal Financial Officer                        Maryanne Roepke
-------------------------------------------------- -----------------------------
       Principal Accounting Officer                       Maryanne Roepke
--------------------------------------------------- ----------------------------



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