TWENTIETH CENTURY WORLD INVESTORS INC, 497, 1996-09-10

TWENTIETH CENTURY WORLD INVESTORS INC
497, 1996-09-10

Previous: FLEETWOOD CREDIT RECEIVABLES CORP, S-1/A, 1996-09-10

Next: STATE OF THE ART INC /CA, 4, 1996-09-10

TWENTIETH CENTURY
INTERNATIONAL GROWTH FUNDS

ADVISOR CLASS PROSPECTUS
SEPTEMBER 3,
1996

TWENTIETH CENTURY WORLD INVESTORS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

Twentieth Century World Investors, Inc., a member of the Twentieth Century
family of funds, is a diversified, open-end management investment company. Two
series of shares offered by Twentieth Century, Twentieth Century International
Equity and Twentieth Century International Discovery Fund (the "funds") are
described in this Prospectus. The investment objectives of the funds are listed
on the inside cover of this Prospectus.

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)
The funds offered by this Prospectus (the Advisor Class shares) are
"no-load" investments, which means there are no sales charges or commissions.
The Advisor Class shares are subject to a Rule 12b-1 services fee as described
in this Prospectus.

The Advisor Class shares are intended for purchase by participants in
employer-sponsored retirement or savings plans and for persons purchasing shares
through broker-dealers, banks, insurance companies and other financial
intermediaries that provide various administrative and distribution services.

This Prospectus gives you information about the funds that you should know
before investing. You should read this Prospectus carefully and retain it for
future reference. Additional information is included in the Statement of
Additional Information dated September 3, 1996, and filed with the Securities
and Exchange Commission. It is incorporated in this Prospectus by reference.
To obtain a copy without charge, call or write:

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385 o 1-800-345-3533
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-345-1833 o In Missouri: 816-753-0700
Internet: http://www.twentieth-century.com

- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY
INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL
DISCOVERY FUND

The investment objective of Twentieth Century International Discovery Fund
(formerly Twentieth Century International Emerging Growth) is capital growth.
The fund will seek to achieve its investment objective by investing primarily in
an internationally diversified portfolio of equity securities of issuers having
comparatively smaller market capitalizations (less than U.S. $1 billion in
market capitalization or less than U.S. $500 million in public float). The fund
may invest up to 50% of its assets in securities of issuers in emerging market
countries. All such investments will be considered by the investment manager to
have prospects for appreciation. Due to the risks associated with such
investments, an investment in this fund may be considered speculative.

SHARES OF THE FUND EXCHANGED OR REDEEMED WITHIN 180 DAYS OF THEIR PURCHASE
ARE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE SHARES EXCHANGED OR
REDEEMED. This redemption fee is retained by the fund and is intended to
discourage shareholders from exchanging or redeeming their shares shortly after
their purchase, as well as minimize the impact such exchanges and redemptions
have on fund performance and, hence, on the other shareholders of the fund.

There is no assurance that the funds will achieve their respective investment
objectives.
- --------------------------------------------------------------------------------

NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE.....................................4
FINANCIAL HIGHLIGHTS........................................................5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS............................................7
International Equity......................................................7
International Discovery Fund .............................................7
Policies Applicable to Both Funds.........................................8
RISK FACTORS...............................................................10
Investing in Foreign Securities Generally................................10
Speculative Nature of International
Discovery Fund ........................................................11
Investing in Emerging Market Countries...................................11
Investing in Smaller Companies...........................................12
Investing in Lower Quality Debt Instruments..............................12
OTHER INVESTMENT PRACTICES.................................................12
Forward Currency Exchange Contracts......................................12
Indirect Foreign Investment..............................................13
Sovereign Debt Obligations...............................................13
Portfolio Turnover.......................................................13
Repurchase Agreements....................................................14
When-Issued Securities...................................................14
Short Sales..............................................................14
Rule 144A Securities.....................................................15
PERFORMANCE ADVERTISING....................................................15

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP

HOW TO EXCHANGE YOUR INVESTMENT
FROM ONE TWENTIETH CENTURY
FUND TO ANOTHER.........................................................17
HOW TO REDEEM SHARES.......................................................17
Special Requirements for Large
Redemptions...........................................................18
TELEPHONE SERVICES.........................................................18
Investors Line...........................................................18
Automated Information Line...............................................18

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE................................................................19
When Share Price Is Determined...........................................19
How Share Price Is Determined............................................19
Where to Find Information About Share Price..............................20
DISTRIBUTIONS..............................................................20
TAXES......................................................................21
Tax Deferred Accounts....................................................21
Taxable Accounts.........................................................21
MANAGEMENT.................................................................22
Investment Management....................................................22
Code of Ethics...........................................................24
Transfer and Administrative Services.....................................24
DISTRIBUTION OF FUND SHARES................................................24
Services and Distribution Fees...........................................24
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY.................................................25

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------
International International
Equity Discovery Fund

SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed
on Purchases none none
Maximum Sales Load Imposed
on Reinvested Dividends none none
Deferred Sales Load none none
Redemption Fee(1) none none(2)
Exchange Fee none none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):
Management Fees(4) 1.20%(3) 1.75%(3)
12b-1 Fees(5) 0.50% 0.50%
Other Expenses(6) 0.00% 0.00%
Total Fund Operating Expenses(4) 1.70%(3) 2.25%

Example: You would pay the following expenses on a
$1,000 investment, assuming a 5% annual return and
redemption at the end of each time period(5):
1 year $ 17 $ 20
3 years 53 62
5 years 92 107
10 years 199 231

(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) Shares of International Discovery Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by the
fund. (See "How to Exchange Your Investment from One Twentieth Century
Account to Another," page 17 and "How to Redeem Shares," page 17.)

(3) International Equity pays an annual management fee of 1.25% of the first $1
billion of average net assets, 0.95% of the next $1 billion of average net
assets, and 0.85% of average net assets over $2 billion, and International
Discovery Fund pays an annual management fee of 1.50% of the first $500
million of average net assets, 1.15% of the next $500 million average net
assets, and 0.95% of average net assets over $1 billion.

(4) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Discovery Fund
remain constant at $1,210,441,553 and $114,579,142, respectively, the
assets of the funds as of November 30, 1995, and that the management fees
for International Equity and International Discovery Fund had been in
effect throughout the periods indicated.

(5) The 12b-1 fee is designed to permit investors to purchase Advisor Class
shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the manager, and a portion is used to
compensate them for distribution and other shareholder services. See
"Distribution of Fund Shares," page 24.

(6) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were .001 of
1% of average net assets for the most recent fiscal year.

The purpose of the table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of the funds offered by
this prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.

NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES SHOWN ABOVE SHOULD BE
CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The shares offered by this Prospectus are Advisor Class shares. The funds
offer three other classes of shares, one of which is primarily available to
retail investors and two that are primarily available to institutional
investors. The other classes have different fee structures than the Advisor
Class, resulting in different performance for those classes. For additional
information about the various classes, see "Further Information About Twentieth
Century," at page 25.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS--INTERNATIONAL EQUITY
(For a Share Outstanding Throughout the Period)

The Advisor Class of the funds was established September 3, 1996. The
financial information in these tables regarding selected per share data for each
of the funds reflects the performance of the funds' Investor Class of shares,
which has a total expense ratio that is 0.25% lower than the Advisor Class. Had
the Advisor Class been in existence for such funds for the time periods
presented, the funds' performance information would be lower as a result of the
additional expense.

The Financial Highlights for each of the periods presented have been
examined by Baird, Kurtz & Dobson, independent certified public accountants,
whose report thereon appears in the funds' annual report, which is incorporated
by reference into the Statement of Additional Information. The annual report
contains additional performance information and will be made available upon
request and without charge.
<TABLE>
<CAPTION>

Years ended November 30, May 9, 1991
-----------------------------------------(inception) through
1995 1994 1993 1992 Nov. 30, 1991
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD............. $7.47 $7.34 $5.79 $5.33 $5.10
------ ------ ------ ------ ------
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).............. .01 (.04) (.04) .06 .01

Net Realized and Unrealized
Gains on Investments and Foreign
Currency Transactions......... .40 .57 1.78 .41 .22
------ ------ ------ ------ ------
Total from
Investment Operations......... .41 .53 1.74 .47 .23
------ ------ ------ ------ ------
DISTRIBUTIONS

From Net
Investment Income............. -- -- (.036) (.005) --

In Excess of Net
Investment Income............. -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions.................. (.372) (.402) -- --
------ ------ ------ ------ ------
Total Distributions........... (.372) (.402) (.191) (.007) --
------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD................... $7.51 $7.47 $7.34 $5.79 $5.33
====== ====== ====== ====== ======
TOTAL RETURN(2)............... 5.93% 7.28% 31.04% 8.77% 4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets......... 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.................... .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate....... 169% 242% 255% 180% 84%

Average Commission
Paid per Investment
Security Traded............... $.002 --(4) --(4) --(4) --(4)

Net Assets, End
of Period (in thousands)....$1,210,442 $1,316,642 $759,238 $215,346 $43,076

- --------------------------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total return assumes
reinvestment of dividends and capital gains distributions, ifany.

(3) Annualized.

(4) Not computed for period indicated.
</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS --(CONTINUED)
INTERNATIONAL DISCOVERY FUND

Year ended April 1, 1994
November 30, (inception) through
1995 Nov. 30,
- --------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF PERIOD................... $5.39 $5.00
------ ------
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .03 (.02)

Net Realized and Unrealized
Gains on Investments and Foreign
Currency Transactions............... .28 .41
------ ------
Total from
Investment Operations............... .31 .39
------ ------
DISTRIBUTIONS

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

From Net Realized
Gains on Security
Transactions........................ -- --
------ ------
Total Distributions................. -- --
------ ------
NET ASSET VALUE,
END OF PERIOD......................... $5.70 $5.39
====== ======
TOTAL RETURN(2)..................... 5.75% 7.80%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............... 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... 27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Investment
Security Traded..................... $.004 --(4)

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

- --------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

(3) Annualized

(4) Not computed for period indicated.

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
OF THE FUNDS

The funds have adopted certain investment restrictions that are set forth
in the Statement of Additional Information. Those restrictions, as well as the
investment objectives of the funds as identified on the inside front cover page,
and any other investment policies designated as "fundamental" in this Prospectus
or in the Statement of Additional Information, cannot be changed without
shareholder approval. The funds have implemented additional investment policies
and practices to guide their activities in the pursuit of their respective
investment objectives. These policies and practices, which are described
throughout this Prospectus, are not designated as fundamental policies and may
be changed without shareholder approval.

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY
INTERNATIONAL EQUITY

The investment objective of the International Equity fund is capital
growth. The fund will seek to achieve its investment objective by investing
primarily in securities of foreign issuers that meet certain fundamental and
technical standards of selection (relating primarily to acceleration of earnings
and revenues) and have, in the opinion of the investment manager, potential for
appreciation. The fund will invest primarily in issuers in developed markets.
The fund will invest primarily in equity securities (defined to include equity
equivalents) of such issuers. The fund will attempt to stay fully invested in
such securities, regardless of the movement of stock prices generally.

Although the primary investment of the fund will be equity securities, the
fund may also invest in other types of securities consistent with the
accomplishment of the fund's objectives. When the manager believes that the
total return potential of other securities equals or exceeds the potential
return of equity securities, the fund may invest up to 35% in such other
securities.

The other securities the fund may invest in are bonds, notes and debt
securities of companies and obligations of domestic or foreign governments and
their agencies. The fund will limit its 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.
("Moody's") or BBB or better by Standard & Poor's Corporation (S&P), or that are
not rated but considered by the manager 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 "An Explanation of Fixed Income
Securities Ratings" in the Statement of Additional Information.)

TWENTIETH CENTURY INTERNATIONAL DISCOVERY FUND

The investment objective of the International Discovery Fund is capital
growth. The fund will seek to achieve its investment objective by investing
primarily in an internationally diversified portfolio of equity securities of
issuers that meet certain fundamental and technical standards of selection
(relating primarily to acceleration of earnings and revenues). The fund will
invest its assets primarily in equity securities of smaller foreign
issuers(those issuers having, at the time of investment, a market capitalization
of less than U.S. $1 billion or a public float of less than U.S. $500 million).
The "public float" of an issuer is defined as the aggregate market value of the
issuer's outstanding securities held by non-affiliates of the issuer. The fund
may invest up to 50% of its assets in securities of issuers in emerging market
countries.

The investment manager will purchase securities of issuers that have, in
the opinion of the investment manager, significant growth potential. The fund
will seek to invest in securities of issuers with one or more identifiable
catalysts that, in the opinion of the investment manager, are likely to cause
the issuer to experience accelerating growth. Such catalysts may include a
change in the issuer's operating environment, the development of a significant
or potentially significant new product, service or technology, an improvement in
business outlook for the issuer, or other similar factors.

As noted, the fund may invest in smaller foreign issuers in both (i)
countries characterized as having developed markets and in (ii) countries
characterized as having emerging markets. DUE TO THE SIGNIFICANT RISKS
ASSOCIATED WITH THE FUND'S INVESTMENT STRATEGY, AN INVESTMENT IN THE FUND MAY BE
CONSIDERED TO BE SPECULATIVE. (See "Speculative Nature of International
Discovery Fund," page 11.)

The fund may invest in securities of any type of issuer, including
closed-end investment companies, governments and governmental entities, as well
as corporations, partnerships and other business organizations. The fund's
investment manager, Investors Research Corporation, believes that common stocks
and other equity and equity equivalent securities ordinarily offer the greatest
potential for capital appreciation and will constitute the majority of the
fund's investments. The fund may invest, however, in any security the investment
manager believes has the potential for capital appreciation. The other
securities the fund may invest in include bonds, notes and debt securities of
companies and obligations of domestic or foreign governments and their agencies.
The fund will attempt to stay fully invested in appreciating securities,
regardless of the movement of stock and bond prices generally.

There are no credit quality or maturity restrictions with regard to the
bonds, corporate debt securities, and government obligations in which the fund
may invest, although less than 35% of the fund's assets will be invested in
below investment grade fixed income securities. (See "An Explanation of Fixed
Income Securities Ratings" in the Statement of Additional Information.) Debt
securities, especially those of issuers in emerging market countries, may be of
poor quality and speculative in nature. While these securities will primarily be
chosen for their appreciation potential, the fund may also take the potential
for income into account when selecting investments.

To enhance the fund's liquidity, at least 50% of the fund's assets will be
invested in developed market countries at all times. However, the percentage of
the assets of the fund invested in developed and emerging markets will vary as,
in the opinion of the investment manager, market conditions warrant. No more
than 15% of the fund's assets may be invested in illiquid investments at any
time.

POLICIES APPLICABLE TO BOTH FUNDS

The funds may make foreign investments either directly in foreign
securities, or indirectly by purchasing depositary receipts or 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 funds may also
purchase securities of such issuers in foreign markets, either on foreign
securities exchanges or in the over-the-counter markets.

The funds may also invest in other equity securities and equity
equivalents. Other equity securities and equity equivalents include securities
that permit the funds 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 other equity securities
and equity equivalents are preferred stock, convertible preferred stock and
convertible debt securities. Equity equivalents may also

include securities whose value or return is derived from the value or return of
a different security. An example of one type of derivative security in which the
funds might invest is a depositary receipt.

Notwithstanding the funds' respective investment objectives of capital
growth, under exceptional market or economic conditions, each fund may
temporarily invest all or a substantial portion of its assets in cash or
investment-grade short-term securities (denominated in U.S. dollars or foreign
currencies).

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

In addition to other factors that will affect their 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. (See "How Share Price is Determined,"
page 19.)

Under normal conditions, each fund will invest at least 65% of its assets
in equity and equity equivalent securities of issuers from at least three
countries outside of the United States. While securities of U.S. issuers may be
included in the portfolio from time to time, it is the primary intent of the
manager to diversify investments in a fund across a broad range of foreign
issuers. The manager defines "foreign issuer" as an issuer of securities that is
domiciled outside the United States , derives at least 50% of its total revenue
from production or sales outside the United States, and/or whose principal
trading market is outside the United States.

In order to achieve maximum investment flexibility, the funds have not
established geographic limits on asset distribution, on either a
country-by-country or region-by-region basis. The investment manager expects to
invest both in issuers in developed markets (such as Germany, the United Kingdom
and Japan) and in issuers in emerging market countries.

The funds consider "emerging market countries" to include all countries
that are generally considered to be developing or emerging countries by the
International Bank for Reconstruction and Development (commonly referred to as
the World Bank) and the International Finance Corporation (IFC), as well as
countries that are classified by the United Nations as developing. Currently,
the countries not included in this category are the United States, Canada,
Japan, the United Kingdom, Germany, Austria, France, Italy, Ireland, Spain,
Belgium, the Netherlands, Switzerland, Sweden, Finland, Norway, Denmark,
Australia, and New Zealand. In addition, as used in this Prospectus, "securities
of issuers in emerging market countries" means (i) securities of issuers the
principal securities trading market for which is an emerging market country,
(ii) securities, regardless of where traded, of issuers that derive 50% or more
of their total revenue from either goods or services produced in emerging market
countries or sales made in emerging market countries, or (iii) securities of
issuers having their principal place of business or principal office in emerging
market countries.

The principal criteria for inclusion of a security in a fund's portfolio is
its ability to meet the fundamental and technical standards of selection and, in
the opinion of the fund's investment manager, to achieve better-than-average
appreciation. If, in the opinion of the fund's investment manager, a particular
security satisfies these principal criteria, the security may be included in the
fund's portfolio, regardless of the location of the issuer or the percentage of
the fund's investments in the issuer's country (subject to the investment
policies of the particular fund) or region.

At the same time, however, the investment manager recognizes that both the
selection of a fund's individual securities and the allocation of the
portfolio's assets across different countries and regions are important factors
in managing an international portfolio. For this reason, the manager will also
consider a number of other factors in making investment selections including:
the prospects for relative economic growth among countries or regions, economic
and political conditions, expected inflation rates, currency exchange
fluctuations and tax considerations.

RISK FACTORS

INVESTING IN FOREIGN
SECURITIES GENERALLY

Investing in securities of foreign issuers generally involves greater risks
than investing in the securities of domestic companies. As with any investment
in securities, the value of an investment in the funds can decrease as well as
increase, depending upon a variety of factors which may affect the values and
income generated by the funds' portfolio securities. Investments in the funds
should not be considered a complete investment program and may not be
appropriate for an individual with limited investment resources or who is unable
to tolerate fluctuations in the value of the investment. Potential investors
should carefully consider the following factors:

Currency Risk. The value of the foreign investments held by the funds may
be signif-icantly 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 by 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 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, or confiscatory taxation, and
limitations on the removal of funds or other assets, could also adversely affect
the value of investments. Further, the funds may encounter difficulties or be
unable to pursue legal remedies or obtain judgments in foreign courts.

Regulatory Risk. Foreign companies are generally 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. (See "Taxes,"
page 21).

Market and Trading Risk. Brokerage commission rates in foreign countries,
which are generally fixed rather than subject to negotiation as in the U.S., are
likely to be higher. The securities markets in many of the countries in which
the funds 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 is
generally

less government regulation and supervision of foreign stock exchanges, brokers
and issuers which may make it difficult to enforce contractual obligations.

SPECULATIVE NATURE OF
INTERNATIONAL DISCOVERY FUND

In addition to the risks posed by foreign investing generally,
International Discovery Fund will be investing in the securities of companies
having comparatively small market capitalizations and may invest up to 50% of
its assets in issuers in emerging market countries. (See "Investing in Emerging
Market Countries," on this page and "Investing in Smaller Companies," on page
12.) As a result, an investment in the fund should be considered to be
speculative. The fund is intended for aggressive investors seeking significant
gains through investments in foreign securities. Those investors must be willing
and able to accept the significantly greater risks associated with the
investment strategy that International Discovery Fund will pursue. An investment
in the fund should not be considered a complete investment program and is not
appropriate for individuals with limited investment resources or who are unable
to tolerate fluctuations in the value of their investment.

INVESTING IN EMERGING
MARKET COUNTRIES

Each of the funds included in this Prospectus may invest in securities of
issuers in emerging market countries. Investing 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
are generally 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 restrictions on foreign ownership or prohibitions
on the repatriation of assets, and may have less protection of property rights
than developed countries.

The economies of emerging market countries may be predominantly based on
only a few industries or dependent on revenues from particular commodities or on
international aid or development 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 small number of securities and may be unable to
respond effectively to increases in trading volume, potentially resulting in a
lack of liquidity and greater volatility in the price of securities traded on
those markets.

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 thereon. 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 value of the portfolio
security or, if the fund has entered into a contract to sell the security,
liability to the purchaser.

INVESTING IN SMALLER COMPANIES

International Discovery Fund will invest primarily in securities of
companies having, at the time of investment, a market capitalization of less
than U.S. $1 billion or a public float of less than U.S. $500 million. These
smaller companies may present greater opportunities for capital appreciation,
but may also involve greater risks than large, mature issuers. Such companies
may have limited product lines, markets or financial resources, and their
securities may trade less frequently and in more limited volume than the
securities of larger companies. In addition, available information regarding
these smaller companies may be less available and, when available, may be
incomplete or inaccurate. The securities of such companies may also be more
likely to be delisted from trading on their primary domestic exchange. As a
result, the securities of smaller companies may experience significantly more
price volatility and less liquidity than securities of larger companies, and
this volatility and limited liquidity may be reflected in the net asset value of
the fund.

INVESTING IN LOWER QUALITY
DEBT INSTRUMENTS

There are no credit, maturity or investment amount restrictions on the
bonds, corporate debt securities, and government obligations in which
International Discovery Fund may invest. Debt securities, especially those in
emerging market countries, may be of poor quality, unrated and speculative in
nature. Debt securities rated lower than Baa by Moody's or BBB by S&P or their
equivalent, sometimes referred to as junk bonds, are considered by many to be
predominately speculative. (See "An Explanation of Fixed Income Securities
Ratings" in the Statement of Additional Information.) 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 the fund are analyzed by the manager to determine, to
the extent reasonably possible, that the planned investment is sound given the
investment objective of the fund.

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY
EXCHANGE CONTRACTS

Some of the securities held by the funds will be denominated in foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars,
but have a value that is dependent upon the performance of a foreign security,
as valued in the currency of its home country. As a result, the value of their
portfolios will be affected by changes in the exchange rates between foreign
currencies and the U.S. dollar, as well as by changes in the market values of
the securities themselves. The performance of foreign currencies relative to the
U.S. dollar may be an important factor in the overall performance of the funds.

To protect against adverse movements in exchange rates between currencies,
a fund may, for hedging purposes only, enter into forward currency exchange
contracts. A forward currency exchange contract obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

A fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.

sometimes referred to as "transaction hedging." Each fund may enter into
transaction hedging contracts with respect to all or a substantial portion of
its trades.

When the manager believes that a particular currency may decline in value
compared to the U.S. dollar, a fund may enter into a foreign currency exchange
contract to sell an amount of foreign currency equal to the value of some or all
of the fund's portfolio securities either denominated in, or whose value is tied
to, that currency. This practice is sometimes referred to as "portfolio
hedging." A fund may not enter into a portfolio hedging transaction where the
fund would be obligated to deliver an amount of foreign currency in excess of
the aggregate value of its portfolio securities or other assets denominated in,
or whose value is tied to, that currency.

Each fund will make use of portfolio hedging to the extent deemed
appropriate by the investment manager. However, it is anticipated that a fund
will enter into portfolio hedges much less frequently than transaction hedges.

If a fund enters into a forward contract, the fund, when required, will
instruct its custodian bank to segregate cash or liquid high-grade securities in
a separate account in an amount sufficient to cover its obligation under the
contract. Those assets will be valued at market daily, and if the value of the
segregated securities declines, additional cash or securities will be added so
that the value of the account is not less than the amount of the fund's
commitment. At any given time, no more than 10% of a fund's assets will be
committed to a segregated account in connection with portfolio hedging
transactions.

Predicting the relative future values of currencies is very difficult, and
there is no assurance that any attempt to reduce the risk of adverse currency
movements through the use of forward currency exchange contracts will be
successful. In addition, the use of forward currency exchange contracts tends to
limit the potential gains that might result from a positive change in the
relationship between the foreign currency and the U.S. dollar.

INDIRECT FOREIGN INVESTMENT

Subject to certain restrictions contained in the Investment Company Act,
each fund may invest up to 10% of its assets in certain foreign countries
indirectly through investment funds and registered investment companies
authorized to invest in those countries. If the funds invest in investment
companies, the funds will bear their proportionate shares of the costs incurred
by such companies, including investment advisory fees, if any.

SOVEREIGN DEBT OBLIGATIONS

The funds may purchase sovereign debt instruments issued or guaranteed by
foreign governments or their agencies, including 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.

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds are shown in the Financial
Highlights table on page 5 of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives. The
fund's investment manager believes that the rate of portfolio turnover is
irrelevant when the manager believes a change is in order to achieve those
objectives and accordingly, the annual portfolio turnover rate cannot be
anticipated.

The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would

generate correspondingly greater brokerage commissions, which is a cost that
each fund pays directly. It may also affect the character of capital gains, if
any, realized and distributed by a fund since short-term capital gains are
taxable as ordinary income.

REPURCHASE AGREEMENTS

Each fund may invest in repurchase agreements when such transactions
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 the fund purchases an
interest-bearing obligation, the seller (a bank or broker-dealer registered
under the Securities Exchange Act of 1934) agrees to repurchase 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.

Since the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered as a loan collateralized by
the security purchased. The fund's risk is the ability of the seller 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, its agencies and instrumentalities, and will enter into
such transactions with those commercial banks and broker-dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' board of directors.

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

Each of the funds may sometimes purchase new issues of securities on a
when-issued basis without limit when, in the opinion of the investment manager,
such purchases will further the investment objectives of the fund. The price of
when-issued securities is established at the time the commitment to purchase is
made. In developed markets, delivery of and payment for these securities
typically occur 15 to 45 days after the commitment to purchase. In emerging
markets, delivery and payment make take significantly longer.

Market rates of interest on debt securities at the time of delivery may be
higher or lower than those contracted for on the when-issued security.
Accordingly, the value of such security may decline prior to delivery, which
could result in a loss to the fund. A separate account for each fund consisting
of cash or high-quality liquid debt securities in an amount at least equal to
the when-issued commitments will be established and maintained with the
custodian. No income will accrue to the fund prior to delivery.

SHORT SALES

Each of the funds may engage in short sales if, at the time of the short
sale, the fund owns or has the right to acquire an equal amount of the security
being sold short at no additional cost. These transactions allow a fund to hedge
against price fluctuations by locking in a sale price for securities it does not
wish to sell immediately.

A fund may make a short sale when it wants to sell the security it owns at
a current attractive price, but also wishes to defer recognition of gain or loss
for federal income tax purposes and for purposes of satisfying certain tests
applicable to regulated investment companies under the Internal Revenue Code.

RULE 144A SECURITIES

The funds may invest up to 15% of their respective assets in illiquid
securities (securities that may not be sold within seven days at approximately
the price used in determining the net asset value of fund shares), including
restricted securities. Although securities which may be resold only to qualified
institutional buyers in accordance with the provisions of Rule 144A under the
Securities Act of 1933 are considered "restricted securities," each fund may
purchase Rule 144A securities without regard to the percent- age limitations
described above when Rule 144A securities present an attractive investment
opportunity and otherwise meet the fund's criteria of selection, and also meet
the liquidity guidelines established for Rule 144A securities.

With respect to securities eligible for resale under Rule 144A, the staff
of the Securities and Exchange Commission 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 of the funds have delegated the day-to-day
function of determining the liquidity of 144A securities to the investment
manager. The board retains the responsibility to monitor the implementation of
the guidelines and procedures it has adopted.

Since the secondary market for such securities will be limited to certain
qualified institutional investors, their liquidity may be limited accordingly
and a fund may from time to time hold a Rule 144A security that is illiquid. In
such an event, the fund's manager will consider appropriate remedies to minimize
the effect on the fund's liquidity.

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the Advisor Class and the other classes
offered by the funds.

Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compound return over a stated period of time that would
have produced the fund's cumulative total return over the same period if the
fund's performance had remained constant throughout.

Each fund may also include in advertisements data comparing performance
with the performance of non-related investment media, published editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services) and publications that monitor the performance of
mutual funds. Performance information may be quoted numerically or may be
presented in a table, graph or other illustration. Fund performance may also be
compared to well-known indices of market performance, such as the Standard &
Poor's 500 Index, the Dow Jones World Index, the IFC Global Composite Index and
the Morgan Stanley Capital International Europe, Australia, Far East Index (EAFE
Index). Fund performance may also be compared to the rankings prepared by Lipper
Analytical Services, Inc. In addition, fund performance may be compared, on a
relative basis, to other funds in our fund family. This relative comparison,
which may be based upon historical or expected fund performance, volatility or
other fund characteristics, may be presented numerically, graphically or in
text.

Fund performance may also be combined or blended with other funds in our fund
family. Such combined or blended performance may be compared to the same indices
to which individual funds may be compared.

All performance information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

The following section explains how purchase, exchange and redeem Advisor
Class shares of the funds offered by this Prospectus.

One or more of the funds offered by this Prospectus is available as an
investment option under your employer-sponsored retirement or savings plan or
through or in connection with a program, product or service offered by a
financial intermediary, such as a bank, broker-dealer or an insurance company.
Since all records of your share ownership are maintained by your plan sponsor,
plan recordkeeper, or other financial intermediary, all orders to purchase,
exchange and redeem shares must be made through your employer or other financial
intermediary, as applicable. If you are purchasing through a retirement or
savings plan, the administrator of your plan or your employee benefits office
can provide you with information on how to participate in your plan and how to
select a Twentieth Century fund as an investment option. If you are purchasing
through a financial intermediary, you should contact your service representative
at the financial intermediary for information about how to select a Twentieth
Century fund.

If you have questions about a fund, see "Investment Policies of the Funds,"
page 7, or call Twentieth Century's Investors Line at 1-800-345-3533.

Orders to purchase shares are effective on the day we receive payment. (See
"When Share Price is Determined," page 19.)

The funds may discontinue offering shares generally (including any class of
shares of a fund) or in any particular state without notice to shareholders.

HOW TO EXCHANGE YOUR
INVESTMENT FROM ONE TWENTIETH
CENTURY FUND TO ANOTHER

Your plan or program may permit you to exchange your investment in the
shares of a fund for shares of another fund. See your plan administrator,
employee benefits office or financial intermediary for details on the rules in
your plan governing exchanges.

Exchanges are made at the respective net asset values, next computed after
receipt of the exchange instruction by us. If in any 90-day period, the total of
the exchanges and redemptions from the account of any one plan participant or
financial intermediary client exceeds the lesser of $250,000 or 1% of a fund's
assets, further exchanges may be subject to special requirements to comply with
our policy on large redemptions. (See "Special Requirements for Large
Redemptions," on page 18.)

IN ORDER TO DISCOURAGE THE EXCHANGE OF SHARES OF INTERNATIONAL DISCOVERY
FUND SHORTLY AFTER THEIR PURCHASE, EXCHANGE OF THOSE SHARES WITHIN 180 DAYS OF
THEIR PURCHASE WILL BE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE
SHARES EXCHANGED. This fee will be retained by the fund to help minimize the
impact such exchanges have on fund performance and, hence, on the other
shareholders of the fund. For the purposes of determining the applicability of
this fee, shares first purchased will be deemed to be the shares first
exchanged. The funds reserve the right to modify their policy regarding this
redemption fee or to waive such policy in whole or in part for certain classes
of investors.

HOW TO REDEEM SHARES

Subject to any restrictions imposed by your employer's plan or financial
intermediary's program, you can sell ("redeem") your shares through the plan or
financial intermediary at their net asset value. Your plan administrator,
trustee, or financial intermediary or other designated person must provide us
with redemption instructions. The shares will be redeemed at the net asset value
next computed after receipt of the instructions in good order. (See "When Share
Price Is Determined," page 19.) If you have any questions about how to redeem,
contact your plan administrator, employee benefits office, or service
representative at your financial intermediary, as applicable.

IN ORDER TO DISCOURAGE THE REDEMPTION OF SHARES OF INTERNATIONAL DISCOVERY
FUND SHORTLY AFTER THEIR PURCHASE, REDEMPTION OF THOSE SHARES WITHIN 180 DAYS OF
THEIR PURCHASE WILL BE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE
SHARES REDEEMED. This fee will be retained by the fund to help minimize the
impact such redemptions have on fund performance and, hence, on the other
shareholders of the fund. For the purposes of determining the applicability of
this fee, shares first purchased will be deemed to be the shares first redeemed.
The funds reserve the right to modify their policy regarding this redemption fee
or to waive such policy in whole or in part for certain classes of investors.

SPECIAL REQUIREMENTS FOR
LARGE REDEMPTIONS

The funds have elected to be governed by Rule 18f-1 under the Investment
Company Act, which obligates each fund to redeem shares in cash, with respect to
any one participant account during any 90-day period, up to the lesser of
$250,000 or 1% of the assets of the fund. Although redemptions in excess of this
limitation will also normally be paid in cash, the funds reserve the right to
honor these redemptions by making payment in whole or in part in readily
marketable securities (a "redemption-in-kind"). If payment is made in
securities, the securities will be selected by the fund, will be valued in the
same manner as they are in computing the fund's net asset value and will be
provided to the redeeming plan participant or financial intermediary in lieu of
cash without prior notice.

If you expect to make a large redemption and would like to avoid any
possibility of being paid in securities, you may do so by providing us with an
unconditional instruction to redeem at least 15 days prior to the date on which
the redemption transaction is to occur. The instruction must specify the dollar
amount or number of shares to be redeemed and the date of the transaction.
Receipt of your instruction 15 days prior to the transaction provides the fund
with sufficient time to raise the cash in an orderly manner to pay the
redemption and thereby minimizes the effect of the redemption on the fund and
its remaining shareholders.

Despite their right to redeem fund shares through a redemption-in-kind, the
funds do not expect to exercise this option unless a fund has an unusually low
level of cash to meet redemptions and/or is experiencing unusually strong
demands for its cash. Such a demand might be caused, for example, by extreme
market conditions that result in an abnormally high level of redemption requests
concentrated in a short period of time. Absent these or similar circumstances,
the funds expect redemptions in excess of $250,000 to be paid in cash in any
fund with assets of more than $50 million if total redemptions from any one
account in any 90-day period do not exceed one-half of 1% of the total assets of
the fund.

TELEPHONE SERVICES

INVESTORS LINE

You may reach an Institutional Service Representative by calling our
Investor Line at 1-800-345-3533. On our Investors Line you may request
information about our funds and a current Prospectus, or get answers to any
questions that you may have about the funds and the services we offer.

AUTOMATED INFORMATION LINE

In addition to reaching us on our Investors Line, you may also reach us by
telephone on our Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765. By calling the Automated Information Line you may listen to
fund prices, yields and total return figures.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net
asset value is determined by calculating the total value of the fund's assets,
deducting total liabilities and dividing the result by the number of shares
outstanding. Net asset value is determined at the close of regular trading on
each day that the New York Stock Exchange is open.

Investments and requests to redeem or exchange shares will receive the
share price next determined after we receive your investment, redemption or
exchange request. For example, investments and requests to redeem or exchange
shares received by us or one of our authorized agents before the close of
business on the New York Stock Exchange, usually 3 p.m. Central time, are
effective on, and will receive the price determined, that day as of the close of
the Exchange. Investment, redemption and exchange requests received thereafter
are effective on, and receive the price determined, as of the close of the
Exchange on the next day the Exchange is open.

Investments are considered received only when your check or wired funds are
received by us. Wired funds are considered received on the day they are
deposited in our bank account, if your phone call is received before the close
of business on the Exchange, usually 3 p.m. Central time, and the money is
deposited that day.

It is the responsibility of your plan recordkeeper or financial
intermediary to transmit your purchase, exchange and redemption requests to the
funds' transfer agent prior to the applicable cut-off time and to make payment
for any purchase transactions in accordance with the funds' procedures or any
contractual arrangement with the funds or the funds' distributor in order for
you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

Portfolio securities of each fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges are generally valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices, or
at the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the board of directors.

Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.

The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, usually
3 p.m. Central time, if that is earlier. That value is then converted to dollars
at the prevailing foreign exchange rate.

event were to occur after the value of a security was established but before the
net asset value per share was determined which was likely to materially change
the net asset value, then that security would be valued at fair value as
determined in accordance with procedures adopted by the board of directors.

Trading of these securities in foreign markets may not take place on every
New York Stock Exchange business day. In addition, trading may take place in
various foreign markets on Saturdays or on other days when the New York Stock
Exchange is not open and on which a fund's net asset value is not calculated.
Therefore, such calculation does not take place contemporaneously with the
determination of the prices of many of the portfolio securities used in such
calculation and the value of a fund's portfolio may be significantly affected on
days when shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

The net asset value of the Investor Class of each fund is published in
leading newspapers daily. Because the total expense ratio for the Advisor Class
shares is 25% higher than the Investor Class, their net asset values will be
lower than the Investor Class. The net asset value of the Advisor Class may be
obtained by calling us.

DISTRIBUTIONS

Distributions from net investment income and net realized securities gains,
if any, generally are declared and paid annually, usually in December, but the
funds may make distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code, in all events in a
manner consistent with the provisions of the Investment Company Act.

THE OBJECTIVE OF EACH FUND IS CAPITAL APPRECIATION AND NOT THE PRODUCTION
OF DISTRIBUTIONS. YOU SHOULD MEASURE THE SUCCESS OF YOUR INVESTMENT BY THE VALUE
OF YOUR INVESTMENT AT ANY GIVEN TIME AND NOT BY THE DISTRIBUTIONS YOU RECEIVE.

Participants in employer-sponsored retirement or savings plans must
reinvest all distributions. For shareholders investing in taxable accounts,
distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 generally will be reinvested. Distributions made
shortly after a purchase made by check or ACH may be held up to 15 days. You may
elect to have distributions on shares of Individual Retirement Accounts and
403(b) plans paid in cash only if you are at least 591/2 years old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date.

The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.

A distribution on shares of a fund does not increase the value of your
shares or your total return. At any given time the value of your shares includes
the undistributed net gains, if any, realized by the fund on the sale of
portfolio securities, and undistributed dividends and interest received, less
fund expenses.

Because such gains and dividends are included in the price of your shares,
when they are distributed the price of your shares is reduced by the amount of
the distribution. If you buy your shares through a taxable account just before
the distribution, you will pay the full price for your shares, and then receive
a portion of the purchase price back as a taxable distribution.
(See "Taxes," page 21.)

TAXES

Each fund has elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code, which means that to the extent its
income is distributed to shareholders, it pays no income taxes.

TAX DEFERRED ACCOUNTS

If fund shares are purchased through tax deferred accounts, such as a
qualified employer-sponsored retirement or savings plan, income and capital
gains distributions paid by the funds will generally not be subject to current
taxation, but will accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored retirement and savings plans are governed by complex tax
rules. If you elect to participate in your employer's plan, consult your plan
administrator, your plan's summary plan description, or a professional tax
advisor regarding the tax consequences of participation in the plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If fund shares are purchased through taxable accounts, distributions of net
investment income and net short-term capital gains are taxable to you as
ordinary income. Distributions from net long-term capital gains are taxable as
long-term capital gains regardless of the length of time you have held the
shares on which such distributions are paid. However, you should note that any
loss realized upon the sale or redemption of shares held for six months or less
will be treated as a long-term capital loss to the extent of any distribution of
long-term capital gain to you with respect to such shares.

Dividends and interest received by a fund on foreign securities, as well as
capital gains realized upon the sale of such securities, may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. The foreign taxes paid by a fund will reduce its dividends.

If more than 50% of the value of a fund's total assets at the close of the
taxable year consist of securities of foreign corporations, the fund may qualify
for and make an election with the Internal Revenue Service with respect to such
fiscal year so that fund shareholders may be able to claim a foreign tax credit
in lieu of a deduction for foreign income taxes paid by the fund. If such an
election is made, the foreign taxes paid by the fund will be treated as income
received by you.

If a fund purchases the securities of certain foreign investment funds or
trusts called passive foreign investment companies, capital gains on the sale of
such holdings will be deemed to be ordinary income regardless of how long the
fund holds its investment. The fund may also be subject to corporate income tax
and an interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains are distributed to
shareholders. In the alternative, the fund may elect to recognize cumulative
gains on such investments as of the last day of its fiscal year and distribute
it to shareholders.

Distributions on fund shares are taxable to you regardless of whether they
are taken in cash or reinvested, even if the value of your shares is below your
cost. If you purchase shares shortly before a distribution, you must pay income
taxes on the distribution, even though the value of your investment (plus cash
received, if any) remains the same. In addition, the share price at the time you
purchase shares may include unrealized gains in the securities held in the
investment portfolio of a fund. If these portfolio securities are subsequently
sold and the gains are realized, they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains. (See "Distributions," page 20.)

In January of the year following the distribution, if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of

the status of your distributions for federal income tax purposes.

Distributions made to taxable accounts may also be subject to state and
local taxes, even if all or a substantial part of such distributions are derived
from interest on U.S. government obligations which, if you received them
directly, would be exempt from state income tax. However, most but not all
states allow this tax exemption to pass through to fund shareholders when a fund
pays distributions to its shareholders. You should consult your tax adviser
about the tax status of such distributions in your own state.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, we are required by federal law to withhold and remit to
the IRS 31% of reportable payments (which may include dividends, capital gains
distributions and redemptions). Those regulations require you to certify that
the social security number or tax identification number you provide is correct
and that you are not subject to 31% withholding for previous under-reporting to
the IRS. You will be asked to make the appropriate certification on your
application. Payments reported by Twentieth Century that omit your social
security number or tax identification number will subject Twentieth Century to a
penalty of $50, which will be charged against your account if you fail to
provide the certification by the time the report is filed. This charge is not
refundable.

Redemption of shares of a fund (including redemptions made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders will generally recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. Assuming
that shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such shares for a period of more than one year. If a loss is realized on the
redemption of fund shares, the reinvestment in additional fund shares within 30
days before or after the redemption may be subject to the "wash sale" rules of
the Code, resulting in a postponement of the recognition of such loss for
federal income tax purposes.

MANAGEMENT

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of the funds. Acting pursuant
to an investment management agreement entered into with the funds, Investors
Research Corporation ("Investors Research") serves as the investment manager of
the funds. Its principal place of business is Twentieth Century Tower, 4500 Main
Street, Kansas City, Missouri 64111. Investors Research has been providing
investment advisory services to investment companies and institutional clients
since 1958.

In June 1995, Twentieth Century Companies, Inc. ("TCC"), the parent of
Investors Research, acquired Benham Management International, Inc. In the
acquisition, Benham Management Corporation ("BMC"), the investment adviser to
The Benham Group of mutual funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC will be providing investment management services to
Twentieth Century funds, while certain Twentieth Century employees will be
providing investment management services to Benham funds.

assets of the funds. The team meets regularly to review portfolio holdings and
to discuss purchase and sale activity. The team adjusts holdings in the funds'
portfolios as they deem appropriate in pursuit of the funds' investment
objectives. Individual portfolio managers may also adjust portfolio holdings of
the funds as necessary between meetings.

The portfolio manager members of the International Equity and International
Discovery Fund team and their principal business experience during the past five
years are as follows:

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Discovery Fund team since its
inception in 1991.

HENRIK STRABO joined Investors Research in 1993 as an investment analyst
member of the International Equity and International Discovery Fund team and has
been a portfolio manager member of the team since 1994. Prior to joining
Investors Research, Mr. Strabo was Vice President, International Equity Sales
with Barclays de Zoete Wedd (1991 to 1993) and obtained international equity
sales experience at Cresvale International (1990 to 1991).

The activities of Investors Research are subject only to directions of the
funds' board of directors. Investors Research pays all the expenses of the funds
except brokerage, taxes, interest, fees and expenses of the non-interested
person directors (including counsel fees) and extraordinary expenses.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.25% of first $1 billion
0.95% of the next $1 billion
0.85% over $2 billion

INTERNATIONAL DISCOVERY FUND 1.50% of first $500 million
1.15% of the next $500 million
0.95% over $1 billion
- --------------------------------------------------------------------------------

On the first business day of each month, each fund pays the management fee
to the manager for the previous month at the rate specified. The fee for the
previous month is calculated by multiplying the applicable fee for such series
by the aggregate average daily closing value of the fund's net assets during the
previous month, and further multiplying that product by a fraction, the
numerator of which is the number of days in the previous month and the
denominator of which is 365 (366 in leap years).

The management fees paid by the funds to Investors Research are higher than
the fees paid by the various other funds in the Twentieth Century family of
funds because of the higher costs and additional expenses associated with
managing and operating a fund owning a portfolio consisting primarily of foreign
securities. The fee may also be higher than the fee paid by many other
international or foreign investment companies.

Many other investment companies may refer to or publicize an "investment
management fee" or "management fee" paid by the company to its manager. However,
most such companies also use fund assets to pay for certain expenses of the fund
in addition to the stated management fee. In contrast, the management fee paid
to Investors Research includes payment for almost all fund expenses, with the
exceptions noted. Therefore, potential investors who attempt to compare the
expenses of these funds to the expenses of other funds should be careful to
compare only the ratio of total expenses to average net assets contained in the
Financial Highlights table found on page 5 of this Prospectus to the same ratio
of the other funds.

The management agreement also provides that the Corporation's board of
directors, upon 60 days' prior written notice to all affected shareholders, may
impose a servicing or administrative fee as a charge against shareholder
accounts.

CODE OF ETHICS

The funds and Investors Research have adopted a Code of Ethics that
restricts personal investing practices by employees of Investors Research and
its affiliates. Among other provisions, the Code of Ethics requires that
employees with access to information about the purchase or sale of securities in
the funds' portfolios obtain preclearance before executing personal trades. With
respect to portfolio manager and other investment personnel, the Code of Ethics
prohibits acquisition of securities in an initial public offering, as well as
profits derived from the purchase and sale of the same security within 60
calendar days. These provisions are designed to ensure that the interests of
fund shareholders come before the interests of the people who manage those
funds.

TRANSFER AND
ADMINISTRATIVE SERVICES

Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri
64111 acts as transfer agent and dividend paying agent for the funds. It
provides facilities, equipment and personnel to the funds, and is paid for such
services by Investors Research.

From time to time, special services may be offered to shareholders who
maintain higher share balances in the Twentieth Century 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 Investors Research.

Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers, chairman of the
board of directors of the funds, controls Twentieth Century Companies by
virtue of his ownership of a majority of its common stock.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(the "Distributor"), a registered broker-dealer and an affiliate of the
investment manager. The Distributor enters into contracts with various banks,
broker-dealers, insurance companies and other financial intermediaries with
respect to the sale of the funds' shares and/or the use of the funds' shares in
various financial services. The Distributor pays all expenses incurred in
promoting sales of, and distributing, the advisor class and in securing such
services.

SERVICE AND DISTRIBUTION FEES

Rule 12b-1 adopted by the Securities and Exchange Commission ("SEC") under
the 1940 Act permits investment companies that adopt a written plan to pay
certain expenses associated with the distribution of their shares. Pursuant to
that rule, the funds' Board of Directors and the initial shareholder of the
funds' Advisor Class shares have approved and entered into a Master Distribution
and Shareholder Services Plan (the "Plan") with the Distributor. Pursuant to the
Plan, each fund pays a shareholder services fee and a distribution fee, each
equal to .25% (for a total of .50%) per annum of the average daily net assets of
the shares of the funds' advisor class. The shareholder services fee is paid for
the purpose of paying the costs of securing certain shareholder and
administrative services, and the distribution fee is paid for the purpose of
paying the costs of providing various distribution services. All or a portion of
such fees are paid by the Distributor to the banks, broker-dealers, insurance
companies or other financial intermediaries through which such shares are made
available.

The plan has been adopted and will be administered in accordance with the
requirements of Rule 12b-1 under the 1940 Act. For additional information about
the Plan and its

terms, see "Master Distribution and Shareholder Services Plan" in the Statement
of Additional Information. Fees paid pursuant to the Plan may be paid for
shareholder services and the maintenance of accounts and therefore may
constitute "service fees" for purposes of applicable rules of the National
Association of Securities Dealers.

FURTHER INFORMATION
ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

Twentieth Century World Investors is a diversified, open-end management
investment company whose shares were first offered in May 1991. Its business and
affairs are managed by its officers under the direction of its board of
directors.

The principal office of Twentieth Century World Investors is Twentieth
Century Tower, 4500 Main Street, P.O. Box 419385, Kansas City, Missouri
64141-6385. All inquiries may be made by mail to that address, or by phone to
1-800-345-3533. (For international callers: 816-531-5575.)

Twentieth Century World Investors issues two series of $0.01 par value
shares. Each series is commonly referred to as a fund. Each share when issued,
is fully paid and non-assessable. The assets belonging to each series of shares
are held separately by the custodian.

Each of the funds described in this Prospectus offers four classes of
shares: an Investor Class, an Institutional Class, a Service Class, and an
Advisor Class. The shares offered by this Prospectus are Advisor Class shares
and have no up-front charges or commissions.

The Investor Class is primarily made available to retail investors. The
Institutional Class and Service Class are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker-dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the Advisor Class.
Different fees and expenses will affect performance. For additional information
concerning the Investor Class of shares, call an Investor Services
Representative at 1-800-345-2021. For information concerning the Institutional
or Service Classes of shares not offered by this Prospectus, call an
Institutional Services Representative at 1-800-345-3533 or contact a sales
representative or financial intermediary who offers those classes of shares.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various 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 such class, (d) each class may
have different exchange privileges, and (e) the Institutional Class may provide
for automatic conversion from that class into shares of another class of the
same fund.

Each share, irrespective of series or class, is entitled to one vote for
each dollar of net asset value applicable to such share on all questions, except
for those matters which must be voted on separately by the series or class of
the shares affected. Matters affecting only one series or class are voted upon
only by that series or class.

Shares have non-cumulative voting rights, which means that the holders of
more than 50% of the votes cast in an election of directors can elect all of the
directors if they choose to do so, and in such event the holders of the
remaining less-than-50% of the votes will not be able to elect any person or
persons to the board of directors.

Unless required by the Investment Company Act, it will not be necessary for
the funds to hold annual meetings of shareholders. As a result, shareholders may
not vote each year on the election of directors or the appointment of auditors.
However, pursuant to the funds' bylaws, the holders of shares representing at
least 10% of the votes entitled to be cast may request the funds to hold a
special meeting of shareholders. We will assist in the communication with other
shareholders.

WE RESERVE THE RIGHT TO CHANGE ANY OF OUR POLICIES, PRACTICES AND
PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN THOSE INSTANCES WHERE
SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

This page has been left blank for your notes.

TWENTIETH CENTURY
INTERNATIONAL
GROWTH FUNDS

ADVISOR CLASS
PROSPECTUS

SEPTEMBER 3, 1996

TWENTIETH CENTURY MUTUAL FUNDS
and THE BENHAM GROUP
- ---------------------------------------------

P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- ---------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- ---------------------------------------------
Automated Information Line:
1-800-345-8765
- ---------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 OR 816-753-1865
- ---------------------------------------------
Fax: 816-340-7962
- ---------------------------------------------
Internet: HTTP://WWW.TWENTIETH-CENTURY.COM
- ---------------------------------------------
TWENTIETH CENTURY
WORLD INVESTORS
- --------------------------------------------------------------------------------
SH-BKT-5114 [recycled logo]
9609 RECYCLED

<PAGE>
TWENTIETH CENTURY
INTERNATIONAL GROWTH FUNDS

INSTITUTIONAL CLASS PROSPECTUS
SEPTEMBER 3,
1996

TWENTIETH CENTURY WORLD INVESTORS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

The funds offered by this Prospectus (the Institutional Class shares) are
"no-load" investments, which means there are no sales charges or commissions.

The Institutional Class shares are made available for purchase by large
institutional shareholders, such as bank trust departments, corporations,
endowments, foundations, and financial advisors that meet the funds' minimum
investment requirements. Institutional Class shares are not available for
purchase by insurance companies or participant-directed employer-sponsored
retirement plans.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385 o 1-800-345-3533
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-341-1833 o In Missouri: 816-753-0700
Internet: http://www.twentieth-century.com

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY
INTERNATIONAL EQUITY

MINIMUM INVESTMENT: $5 MILLION.

TWENTIETH CENTURY INTERNATIONAL
DISCOVERY FUND

MINIMUM INVESTMENT: $5 MILLION.

The minimum investment is $3 million for endowments and foundations. The
minimum investment requirement may be waived if the investor has an aggregate
investment in Twentieth Century funds of $10 million ($5 million for endowments
and foundations) or more.

There is no assurance that the funds will achieve their respective
investment objectives.
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE ................................... 4
FINANCIAL HIGHLIGHTS ...................................................... 5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS .......................................... 7
Twentieth Century International Equity .................................. 7
Twentieth Century International
Discovery Fund ........................................................ 7
Policies Applicable to Both Funds ....................................... 8
RISK FACTORS .............................................................. 10
Investing in Foreign Securities Generally ............................... 10
Speculative Nature of International
Discovery Fund ........................................................ 11
Investing in Emerging Market Countries .................................. 11
Investing in Smaller Companies .......................................... 12
Investing in Lower Quality Debt Instruments ............................. 12
OTHER INVESTMENT PRACTICES ................................................ 12
Forward Currency Exchange Contracts ..................................... 12
Indirect Foreign Investment ............................................. 13
Sovereign Debt Obligations .............................................. 13
Portfolio Turnover ...................................................... 13
Repurchase Agreements ................................................... 14
When-Issued Securities .................................................. 14
Short Sales ............................................................. 14
Rule 144A Securities .................................................... 15
PERFORMANCE ADVERTISING ................................................... 15

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP

HOW TO OPEN AN ACCOUNT .................................................... 17
By Mail ................................................................. 17
By Wire ................................................................. 17
By Exchange ............................................................. 17
In Person ............................................................... 18
Subsequent Investments .................................................... 18
By Mail ................................................................. 18
By Telephone ............................................................ 18
By Wire ................................................................. 18
In Person ............................................................... 18
Automatic Investment Plan ................................................. 18
HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER ........................................................ 18
By Mail ................................................................. 19
By Telephone ............................................................ 19
HOW TO REDEEM SHARES ...................................................... 19
By Telephone ............................................................ 19
By Mail ................................................................. 19
By Check-A-Month ........................................................ 19
Other Automatic Redemptions ............................................. 20
Redemption Proceeds ..................................................... 20
By Check ................................................................ 20
By Wire and ACH ......................................................... 20
Special Requirements for Large
Redemptions ............................................................. 20
Automatic Redemption of Shares ............................................ 20
SIGNATURE GUARANTEE ....................................................... 21
SPECIAL SHAREHOLDER SERVICES .............................................. 21
Automated Information Line .............................................. 21
Open Order Service ...................................................... 21
Tax-Qualified Retirement Plans .......................................... 22
IMPORTANT POLICIES REGARDING
YOUR INVESTMENTS ....................................................... 22
REPORTS TO SHAREHOLDERS ................................................... 23
CUSTOMERS OF BANKS, BROKER-DEALERS AND
OTHER FINANCIAL INTERMEDIARIES ......................................... 23

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE ............................................................... 24
When Share Price Is Determined .......................................... 24
How Share Price Is Determined ........................................... 24
Where to Find Information About Share Price 25
DISTRIBUTIONS ............................................................. 25
TAXES ..................................................................... 25
MANAGEMENT ................................................................ 27
Investment Management ................................................... 27
Code of Ethics .......................................................... 28
Transfer and Administrative Services .................................... 28
DISTRIBUTION OF FUND SHARES ............................................... 29
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY ................................................ 29

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------

INTERNATIONAL INTERNATIONAL
EQUITY DISCOVERY FUND

SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed
on Purchases............................ none none
Maximum Sales Load Imposed
on Reinvested Dividends................. none none
Deferred Sales Load........................ none none
Redemption Fee............................. none none(1)
Exchange Fee............................... none none

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS):

Management Fees(3)......................... 1.25%(2) 1.55%(2)
12b-1 Fees................................. none one
Other Expenses(4).......................... 0.00% 0.00%
Total Fund Operating Expenses(3)........... 1.25%(2) 1.55%(2)

Example: You would pay the following expenses on a
$1,000 investment, assuming a 5% annual return and
redemption at the end of each time period(3):
1 year $ 13 $ 16
3 years 39 49
5 years 68 84
10 years 150 183

(1) Shares of International Discovery Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by the
fund. (See "How to Exchange from One Account to Another," page 18 and "How
to Redeem Shares," page 19.)

(2) International Equity pays an annual management fee of 1.30% of the first $1
billion of average net assets, 1.00% of the next $1 billion of average net
assets, and 0.90% of average net assets over $2 billion, and International
Discovery Fund pays an annual management fee of 1.55% of the first $500
million of average net assets, 1.20% of the next $500 million average net
assets, and 1.00% of average net assets over $1 billion.

(3) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Discovery Fund
remain constant at $1,210,441,553 and $114,579,142, respectively, the
assets of the funds as of November 30, 1995, and that the management fees
for International Equity and International Discovery Fund had been in
effect throughout the periods indicated.

(4) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were .001 of
1% of average net assets for the most recent fiscal year.

The purpose of the table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of the funds offered by
this Prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.

The shares offered by this Prospectus are Institutional Class shares. The
funds offer three other classes of shares, one of which is primarily made
available to retail investors and two that are primarily made available to
institutional investors. The other classes have different fee structures than
the Institutional Class, resulting in different performance for those classes.
For additional information about the various classes, see "Further Information
About Twentieth Century," page 29.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS--INTERNATIONAL EQUITY
(For a Share Outstanding Throughout the Period)

The Institutional Class of the funds was established September 3, 1996.
The financial information in these tables regarding selected per share data for
each of the funds reflects the performance of the funds' Investor Class of
shares, which has a total expense ratio that is 0.20% higher than the
Institutional Class. Had the Institutional Class been in existence for such
funds for the time periods presented, the funds' performance information would
be higher as a result of the lower expenses.

Net Investment
Income(1) (Loss).............. .01 (.04) (.04) .06 .01

From Net
Investment Income............. -- -- (.036) (.005) --

In Excess of Net
Investment Income............. -- -- (.155) (.002) --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets......... 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.................... .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate....... 169% 242% 255% 180% 84%

Average Commission
Paid per Investment
Security Traded............... $.002 --(4) --(4) --(4) --(4)

Net Assets, End
of Period (in thousands)....$1,210,442 $1,316,642 $759,238 $215,346 $43,076

- --------------------------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total return assumes
reinvestment of dividends and capital gains distributions, ifany.

(3) Annualized.

(4) Not computed for period indicated.
</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS --(CONTINUED)
INTERNATIONAL DISCOVERY FUND

Net Investment
Income(1) (Loss).................... .03 (.02)

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............... 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... 27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Investment
Security Traded..................... $.004 --(4)

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

- --------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

(3) Annualized

(4) Not computed for period indicated.

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY
INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL DISCOVERY FUND

affiliates of the issuer. The fund may invest up to 50% of its assets in
securities of issuers in emerging market countries.

POLICIES APPLICABLE TO BOTH FUNDS

the fund to benefit from the growth over time in the equity of an issuer.
Examples of other equity securities and equity equivalents are preferred stock,
convertible preferred stock and convertible debt securities. Equity equivalents
may also include securities whose value or return is derived from the value or
return of a different security. An example of one type of derivative security in
which the funds might invest is a depositary receipt.

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

Under normal conditions, each fund will invest at least 65% of its assets
in equity and equity equivalent securities of issuers from at least three
countries outside of the United States. While securities of U.S. issuers may be
included in the portfolio from time to time, it is the primary intent of the
manager to diversify investments in a fund across a broad range of foreign
issuers. The manager defines "foreign issuer" as an issuer of securities that is
domiciled outside the United States, derives at least 50% of its total revenue
from production or sales outside the United States, and/or whose principal
trading market is outside the United States.

be included in the fund's portfolio, regardless of the location of the issuer or
the percentage of the fund's investments in the issuer's country (subject to the
investment policies of the particular fund) or region.

RISK FACTORS

INVESTING IN FOREIGN
SECURITIES GENERALLY

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 by currency restrictions, exchange control regulation,
currency devaluations and political developments.

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 is generally less government regulation and supervision
of foreign stock exchanges, brokers and issuers which may make it difficult to
enforce contractual obligations.

SPECULATIVE NATURE OF
INTERNATIONAL DISCOVERY FUND

INVESTING IN EMERGING
MARKET COUNTRIES

value of the portfolio security or, if the fund has entered into a contract to
sell the security, liability to the purchaser.

INVESTING IN SMALLER COMPANIES

INVESTING IN LOWER QUALITY
DEBT INSTRUMENTS

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY
EXCHANGE CONTRACTS

A fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.

By entering into a forward currency exchange contract with respect to the
specific

purchase or sale of a security denominated in a foreign currency, a fund can
"lock in" an exchange rate between the trade and settlement dates for that
purchase or sale. This practice is sometimes referred to as "transaction
hedging." Each fund may enter into transaction hedging contracts with respect to
all or a substantial portion of its trades.

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds are shown in the Financial
Highlights table on page 5 of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives. The
funds' investment manager believes that rate of portfolio turnover is irrelevant
when the manager believes a change is in order to achieve those objectives and
accordingly, the annual portfolio turnover rate cannot be anticipated.

The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would

REPURCHASE AGREEMENTS

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

RULE 144A SECURITIES

The funds may invest up to 15% of their respective assets in illiquid
securities (securities that may not be sold within seven days at approximately
the price used in determining the net asset value of fund shares), including
restricted securities. Although securities which may be resold only to qualified
institutional buyers in accordance with the provisions of Rule 144A under the
Securities Act of 1933 are considered "restricted securities," each fund may
purchase Rule 144A securities without regard to the percentage limitations
described above when Rule 144A securities present an attractive investment
opportunity and otherwise meet the fund's criteria of selection, and also meet
the liquidity guidelines established for Rule 144A securities.

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the Institutional Class and the other classes
offered by the funds.

combined or blended performance may be compared to the same indices to which
individual funds may be compared.

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

The following section explains how to invest with Twentieth Century Mutual
Funds and The Benham Group, including purchases, redemptions, exchanges and
special services. You will find more detail about doing business with us by
referring to the Investor Services Guide that you will receive when you open an
account.

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan or through a bank, broker-dealer or other
financial intermediary, the following sections may not apply to you. Please read
"Customers of Banks, Broker-Dealers and Other Financial Intermediaries," page
23.

HOW TO OPEN AN ACCOUNT

To open an account, you must complete and sign an application, furnishing
your taxpayer identification number. (You must also certify whether you are
subject to withholding for failing to report income to the IRS.) Investments
received without a certified taxpayer identification number will be returned.

The minimum investment in the funds is $5 million. The minimum investment
is $3 million for endowments and foundations. The minimum investment requirement
may be waived if the investor has an aggregate investment in Twentieth Century
funds of $10 million ($5 million for endowments or foundations) or more.

The minimum investment requirements may be different for some types of
retirement accounts. Call one of our Institutional Services representatives for
information on our retirement plans, which are available for individual
investors or for those investing through their employers.

Please note: If you register your account as belonging to multiple owners
(e.g., as joint tenants), you must provide us with specific authorization on
your application in order for us to accept written or telephone instructions
from a single owner. Otherwise, all owners will have to agree to any
transactions that involve the account (whether the transaction request is in
writing or over the telephone).

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S.
dollars to Twentieth Century.

BY WIRE

You may make your initial investment by wiring funds. To do so, call us or
mail a completed application and provide your bank with the following
information:

RECEIVING BANK AND ROUTING NUMBER:
Commerce Bank, N.A. (101000019)

BENEFICIARY (BNF):
Twentieth Century Services, Inc.
4500 Main St., Kansas City, MO 64141-6200

BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
2804918

REFERENCE FOR BENEFICIARY (RFB):
Twentieth Century account number into which you are investing. If more than
one, leave blank and see Bank to Bank Information below.

ORIGINATOR TO BENEFICIARY (OBI):
Name and address of owner of account into which you are investing.

BANK TO BANK INFORMATION
(BBI OR FREE FORM TEXT):
o Taxpayer identification or social security number.
o If more than one account, account numbers and amount to be invested in
each account.
o Current tax year, previous tax year or rollover designation if an IRA.
Specify whether IRA, SEP-IRA or SARSEP-IRA.

BY EXCHANGE

Call 1-800-345-3533 from 7 a.m. to 7 p.m. Central time to get information
on opening an account by exchanging from another Twentieth Century or Benham
account. See page 18 for more information on exchanges.

IN PERSON

If you prefer to work with a representative in person, please visit one of
our Investors Centers, located at:

4500 Main Street
Kansas City, MO 64111

1665 Charleston Road
Mountain View, CA 94043

2000 S. Colorado Blvd.
Denver, CO 80222

SUBSEQUENT INVESTMENTS

Subsequent investments may be made by an automatic bank, payroll or
government direct deposit (see Automatic Investments, page 18) or by any of the
methods below. The minimum investment requirement for subsequent investments:
$250 for checks submitted without the remittance portion of a previous statement
or confirmation, $50 for all other types of subsequent investments.

BY MAIL

When making subsequent investments, enclose your check with the remittance
portion of the confirmation of a previous investment. If the remittance slip is
not available, indicate your name, address and account number on your check or a
separate piece of paper. (Please be aware that the investment minimum for
subsequent purchases is higher without a remit slip.)

BY TELEPHONE

Once your account is open, you may make investments by telephone if you
have authorized us (by choosing "Full Services" on your application) to draw on
your bank account. You may call an Investor Services Representative or use our
Automated Information Line.

BY WIRE

You may make subsequent investments by wire. Follow the wire transfer
instructions on page 17 and indicate your account number.

IN PERSON

You may make subsequent investments in person at one of our Investors
Centers. The locations of our three Investors Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

You may elect on your application to make investments automatically by
authorizing us to draw on your bank account regularly. Such investments must be
at least the equivalent of $50 per month. You also may choose an automatic
payroll or government direct deposit. If you are establishing a new account,
check the appropriate box under "Automatic Investments" on your application to
receive more information. If you would like to add a direct deposit to an
existing account, please call one of our Institutional Services Representatives.

HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER

As long as you meet any minimum initial investment requirements, you may
exchange your fund shares to our other funds up to six times per year per
account. For any single exchange, the shares of each fund being acquired must
have a value of at least $100. However, we will allow investors to set up an
Automatic Exchange Plan between any two funds in the amount of at least $50 per
month. See our Investor Services Guide for further information about exchanges.

If, in any 90-day period, the total of your exchanges and your redemptions
from any one account exceeds the lesser of $250,000 or 1% of the fund's assets,
further exchanges will be subject to special requirements to comply with

our policy on large redemptions. See "Special Requirements for Large
Redemptions," page 20.

IN ORDER TO DISCOURAGE THE EXCHANGE OF SHARES OF INTERNATIONAL DISCOVERY
FUND SHORTLY AFTER THEIR PURCHASE, EXCHANGE OF THOSE SHARES WITHIN 180 DAYS OF
THEIR PURCHASE WILL BE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE
SHARES EXCHANGED. This fee will be retained by the fund to help minimize the
impact such exchanges have of fund performance and, hence, on the other
shareholders of the fund. For the purposes of determining the applicability of
this fee, shares first purchased will be deemed to be the shares first
exchanged. The funds reserve the right to modify their policy regarding this
redemption fee or to waive such policy in whole or in part for certain classes
of investors.

BY MAIL

You may direct us in writing to exchange your shares from one Twentieth
Century or Benham account to another. For additional information, please see our
Shareholder Services Guide.

BY TELEPHONE

You can make exchanges over the phone (either with an Institutional
Services Representative or using our Automated Information Line -- see page 21)
if you have authorized us to accept telephone instructions. You can authorize
this by selecting "Full Services" on your application or by calling us at
1-800-345-3533 to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time. Redemptions will be
made at the next net asset value determined after a complete redemption request
is received. (For large redemptions, please read "Special Requirements for Large
Redemptions," page 20.)

Please note that a request to redeem shares in an IRA or 403(b) plan must
be accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

BY TELEPHONE

If you have authorized us to accept telephone instructions, you may redeem
your shares by calling an Institutional Services Representative.

BY MAIL

Your written instructions to redeem shares may be made either by a
redemption form, which we will send you upon request, or by a letter to us.
Certain redemptions may require a signature guarantee. Please see "Signature
Guarantee," page 21.

BY CHECK-A-MONTH

If you have at least a $10,000 balance in your account, you may redeem
shares by Check-A-Month. A Check-A-Month plan automatically redeems enough
shares each month to provide you with redemption proceeds for an amount you
choose (minimum $50). To set up a Check-A-Month plan, please contact an Investor
Services Representative or refer to the Investor Services Guide.

OTHER AUTOMATIC REDEMPTIONS

You may elect to make redemptions automatically by authorizing us to send
funds to you or your account at a bank or other financial institution. To set up
automatic redemptions, call one of our Institutional Services Representatives.

REDEMPTION PROCEEDS

Please note that shortly after a purchase of shares is made by check or
electronic draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send redemption proceeds (to allow your purchase funds to
clear). No interest is paid on the redemption proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

Ordinarily, all redemption checks will be made payable to the registered
owner of the shares and will be mailed only to the address of record. For more
information, please refer to our Investor Services Guide.

BY WIRE AND ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization. Your bank
will usually receive wired funds within 48 hours of transmission. Funds
transferred by ACH may be received up to seven days after transmission. Wired
funds are subject to a $10 fee to cover bank wire charges, which is deducted
from redemption proceeds. Once the funds are transmitted, the time of receipt
and the funds' availability are not under our control.

SPECIAL REQUIREMENTS
FOR LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the Investment Company
Act, which obligates each fund to make certain redemptions in cash. This
requirement to pay redemptions in cash applies to situations where one
shareholder redeems, during any 90-day period, up to the lesser of $250,000 or
1% of the assets of the fund. Although redemptions in excess of this limitation
will also normally be paid in cash, we reserve the right under unusual
circumstances to honor these redemptions by making payment in whole or in part
in readily marketable securities (a "redemption-in-kind").

If payment is made in securities, the securities will be selected by the
fund, will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

If your redemption would exceed this limit and you would like to avoid
being paid in securities, please provide us with an unconditional instruction to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur. The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the transaction. This minimizes the effect of the
redemption on the fund and its remaining shareholders.

Despite its right to redeem fund shares through a redemption-in-kind, we do
not expect to exercise this option unless a fund has an unusually low level of
cash to meet redemptions and/or is experiencing unusually strong demands for its
cash. Such a demand might be caused, for example, by extreme market conditions
that result in an abnormally high level of redemption requests concentrated in a
short period of time. Absent these or similar circumstances, we expect
redemptions in excess of $250,000 to be paid in cash in any fund with assets of
more than $50 million if total redemptions from any one account in any 90-day
period do not exceed one-half of 1% of the total assets of the fund.

AUTOMATIC REDEMPTION OF SHARES

If at any time your account falls into either of the following categories:

(i) you invested the required minimum investment amount for the fund, but
due to exchanges or redemptions you have made, the account now has a value of
less than the minimum investment amount; or

(ii) you have not invested the minimum investment amount; a notification
will be sent advising you of the need to make an investment to bring the value
of the shares held in the account up to the minimum investment. If the
investment is not made within 60 days from the date of notification, the shares
held in the account will be redeemed and the proceeds from the redemption will
be sent by check to your address of record.

The automatic redemption of shares of the funds will not apply to
Individual Retirement Accounts, 403(b) accounts and other types of tax-deferred
retirement plan accounts.

The funds reserve the right to modify their policies regarding the
automatic redemption of shares, or to waive such policies in whole or in part
for certain classes of investors.

SIGNATURE GUARANTEE

To protect your accounts from fraud, some transactions will require a
signature guarantee. Which transactions will require a signature guarantee will
depend on which service options you elect when you open your account. For
example, if you choose "In Writing Only," a signature guarantee would be
required when:

o Redeeming more than $25,000
o Establishing or increasing a Check-A-Month or automatic transfer on an
existing account

You can obtain a signature guarantee from a bank or trust company, credit
union, broker, dealer, securities exchange or association, clearing agency or
savings association, as defined by federal law.

For a more in-depth explanation of our signature guarantee policy, or if
you live outside the United States and would like to know how to obtain a
signature guarantee, please consult our Investor Services Guide.

We reserve the right to require a signature guarantee on any transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several service options to make your account easier to manage.
These are listed on the account application. Please make note of these options
and elect the ones that are appropriate for you. Be aware that the Full Services
option offers you the most flexibility. You will find more information about
each of these service options in our Investor Services Guide. Our special
shareholder services include:

AUTOMATED INFORMATION LINE

We offer an Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765. By calling the Automated Information Line, you may listen to
fund prices, yields and total return figures. You may also use the Automated
Information Line to make investments into your accounts (if we have your bank
information on file) and obtain your share balance, value and most recent
transactions. If you have authorized us to accept telephone instructions, you
also may exchange shares from one fund to another via the Automated Information
Line. Redemption instructions cannot be given via the automated information
line.

OPEN ORDER SERVICE

the order is placed. If the designated price is met within 90 calendar days, we
will execute your exchange order automatically at that price (or better). Open
orders not executed within 90 days will be canceled.

If the fund you have selected deducts a distribution from its share price,
your order price will be adjusted accordingly so the distribution does not
inadvertently trigger an open order transaction on your behalf. If you close or
re-register the account from which the shares are to be redeemed, your open
order will be canceled.

Because of their time-sensitive nature, open order transactions are
accepted only by telephone or in person. These transactions are subject to
exchange limitations described in each fund's Prospectus, except that orders and
cancellations received before 2 p.m. Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o Individual Retirement Accounts (IRAs)
o 403(b) plans for employees of public school systems and nonprofit
organizations
o Profit sharing plans and pension plans for corporations and other
employers

If your IRA and 403(b) accounts do not total $10,000, each account is
subject to an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING
YOUR INVESTMENTS

Every account is subject to policies that could affect your investment.
Please refer to the Investor Services Guide for further information about the
policies discussed below, as well as further detail about the services we offer.

(1) We reserve the right for any reason to suspend the offering of shares for a
period of time, or to reject any specific purchase order (including
purchases by exchange). Additionally, purchases may be refused if, in the
opinion of the manager, they are of a size that would disrupt the
management of the fund.

(2) We reserve the right to make changes to any stated investment requirements,
including those that relate to purchases, transfers and redemptions. In
addition, we may also alter, add to or terminate any investor services and
privileges. Any changes may affect all shareholders or only certain series
or classes of shareholders.

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open orders,
will be refused.

(5) If a transaction request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, we will require evidence
satisfactory to us of the authority of the individual making the request.

(6) We have established procedures designed to assure the authenticity of
instructions received by telephone. These procedures include requesting
personal identification from callers, recording telephone calls, and
providing written confirmations of telephone transactions. These procedures
are designed to protect shareholders from unauthorized or fraudulent
instructions. If we do not employ reasonable procedures to confirm the
genuineness of instructions, then we may be liable for losses due to
unauthorized or fraudulent instructions. The company, its transfer agent
and investment adviser will not be responsible for any loss due to
instructions they reasonably believe are genuine.

(7) All signatures should be exactly as the name appears in the registration.
If the owner's name appears in the registration as Mary Elizabeth Jones,
she should sign that way and not as Mary E. Jones.

(8) Unusual stock market conditions have in the past resulted in an increase in
the number of shareholder telephone calls. If you experience difficulty in
reaching us during such periods, you may send your transaction instructions
by mail, express mail or courier service, or you may visit one of our
Investors Centers. You may also use our Automated Information Line if you
have requested and received an access code and are not attempting to redeem
shares.

(9) If you fail to provide us with the correct certified taxpayer
identification number, we may reduce any redemption proceeds by $50 to
cover the penalty the IRS will impose on us for failure to report your
correct taxpayer identification number on information reports.

(10) We will perform special inquiries on shareholder accounts. A research fee
of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter, we will send you a consolidated
statement that summarizes all of your Twentieth Century and Benham holdings, as
well as an individual statement for each fund you own that reflects all
year-to-date activity in your account. You may request a statement of your
account activity at any time.

With the exception of most automatic transactions, each time you invest,
redeem, transfer or exchange shares, we will send you a confirmation of the
transaction. See the Investor Services Guide for more detail.

Carefully review all the information relating to transactions on your
statements and confirmations to ensure that your instructions were acted on
properly. Please notify us immediately in writing if there is an error. If you
fail to provide notification of an error with reasonable promptness, i.e.,
within 30 days of non-automatic transactions or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

No later than January 31 of each year, we will send you reports that you
may use in completing your U.S. income tax return. See the Investor Services
Guide for more information.

Each year, we will send you an annual and a semiannual report relating to
your fund, each of which is incorporated herein by reference. The annual report
includes audited financial statements and a list of portfolio securities as of
the fiscal year end. The semiannual report includes unaudited financial
statements for the first six months of the fiscal year, as well as a list of
portfolio securities at the end of the period. You also will receive an updated
Prospectus at least once each year. Please read these materials carefully as
they will help you understand your fund.

CUSTOMERS OF BANKS,
BROKER-DEALERS AND
OTHER FINANCIAL INTERMEDIARIES

Information contained in our Investor Services Guide pertains to
shareholders who invest directly with Twentieth Century rather than through a
bank, broker-dealer or other financial intermediary.

If you own or are considering purchasing fund shares through a bank,
broker-dealer, insurance company or other financial intermediary, your ability
to purchase, exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

You may reach one of our Institutional Service Representatives by calling
800-345-3533 to request information about the funds, to obtain a current
Prospectus or to get answers to any questions about the funds that you are
unable to obtain through your plan administrator or financial intermediary.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

Investment and transaction instructions received by us on any business day
by mail prior to the close of business on the Exchange, usually 3 p.m. Central
time, will receive that day's price. Investments and instructions received after
that time will receive the price determined on the next business day.

If you invest in fund shares through an employer-sponsored retirement plan
or other financial intermediary, it is the responsibility of your plan
recordkeeper or financial intermediary to transmit your purchase, exchange and
redemption requests to the funds' transfer agent prior to the applicable cut-off
time and to make payment for any purchase transactions in accordance with the
funds' procedures or any contractual arrangement with the funds or the funds'
distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

value is then converted to dollars at the prevailing foreign exchange rate.

Trading in securities on European and Far Eastern securities exchanges and
over- the-counter markets is normally completed at various times before the
close of business on each day that the New York Stock Exchange is open. If an
event were to occur after the value of a security was established but before the
net asset value per share was determined which was likely to materially change
the net asset value, then that security would be valued at fair value as
determined in accordance with procedures adopted by the board of directors.

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

The net asset value of the Investor Class of each fund is published in
leading newspapers daily. The net asset value of the Institutional Class may be
obtained by calling us.

DISTRIBUTIONS

For shareholders investing in taxable accounts, distributions will be
reinvested unless you elect to receive them in cash. Distributions of less than
$10 and distributions on shares purchased within the last 15 days, however, will
not be paid in cash and will be reinvested. Distribution checks normally are
mailed within seven days after the record date. Please consult our Investor
Services Guide for further information regarding your distribution options.

The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.

TAXES

If fund shares are purchased through taxable accounts, distributions of net
investment income

and net short-term capital gains are taxable to you as ordinary income.
Distributions from net long-term capital gains are taxable as long-term capital
gains regardless of the length of time you have held the shares on which such
distributions are paid. However, you should note that any loss realized upon the
sale or redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of any distribution of long-term capital
gain to you with respect to such shares.

In January of the year following the distribution, if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, we are required by federal law to withhold and remit to
the IRS 31% of reportable payments (which may include dividends, capital gains
distributions and redemptions). Those regulations require you to certify that
the Social Security number or tax identification number you provide is correct
and that you are not subject to 31% withholding for previous under-reporting to
the IRS. You will be asked to make the appropriate certification on your
application. Payments reported by Twentieth Century that omit your social
security number or tax identification number will subject Twentieth

Century to a penalty of $50, which will be charged against your account if you
fail to provide the certification by the time the report is filed. This charge
is not refundable.

MANAGEMENT

INVESTMENT MANAGEMENT

Investors Research supervises and manages the investment portfolio of the
funds and directs the purchase and sale of their investment securities.
Investors Research utilizes a team of portfolio managers, assistant portfolio
managers and analysts acting together to manage the assets of the funds. The
team meets regularly to review portfolio holdings and to discuss purchase and
sale activity. The team adjusts holdings in the funds' portfolios as they deem
appropriate in pursuit of the funds' investment objectives. Individual portfolio
managers may also adjust portfolio holdings of the funds as necessary between
meetings.

The portfolio manager members of the International Equity and International
Discovery Fund team and their principal business experience during the past five
years are as follows:

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Discovery Fund team since its
inception in 1991.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.30% of first $1 billion
1.00% of the next $1 billion
0.90% over $2 billion

INTERNATIONAL DISCOVERY FUND 1.55% of first $500 million
1.20% of the next $500 million
1.00% over $1 billion
- --------------------------------------------------------------------------------

CODE OF ETHICS

TRANSFER AND
ADMINISTRATIVE SERVICES

Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers, chairman of the
board of directors of the funds, controls Twentieth Century Companies by virtue
of his ownership of a majority of its common stock.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(The "Distributor"), a registered broker-dealer and an affiliate of the funds'
investment manager. Investors Research pays all expenses for promoting sales of,
and distributing the Institutional Class of, the fund shares offered by this
Prospectus. The Institutional Class of shares does not pay any commissions or
other fees to the Distributor or to any other broker-dealers or financial
intermediaries in connection with the distribution of fund shares.

FURTHER INFORMATION
ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

Each of the funds described in this Prospectus offers four classes of
shares: an Investor Class, an Institutional Class, a Service Class, and an
Advisor Class. The shares offered by this Prospectus are Institutional Class
shares and have no up-front charges, commissions, or 12b-1 fees.

The Investor Class is primarily made available to retail investors. The
Service Class and Advisor Class are primarily offered to institutional investors
or through institutional distribution channels, such as employer-sponsored
retirement plans or through banks, broker-dealers, insurance companies or other
financial intermediaries. The other classes have different fees, expenses,
and/or minimum investment requirements than the institutional class. Different
fees and expenses will affect performance. For additional information concerning
the Investor Class of shares, call us at 1-800-345-2021. For additional
information concerning the Service Class and Advisor Class, call us at
1-800-345-3533 or contact a sales representative or financial intermediary who
offers those classes of shares.

class are voted upon only by that series or class.

This page has been left blank for your notes.

TWENTIETH CENTURY
INTERNATIONAL
GROWTH FUNDS

INSTITUTIONAL CLASS
PROSPECTUS

SEPTEMBER 3, 1996

TWENTIETH CENTURY MUTUAL FUNDS
and THE BENHAM GROUP
- ---------------------------------------------

P.O. Box 419385
Kansas City, Missouri
64141-6385
- ---------------------------------------------
Person-to-person assistance:
1-800-345-3533 or 816-531-5575
- ---------------------------------------------
Automated Information Line:
1-800-345-8765
- ---------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 or 816-753-1865
- ---------------------------------------------
Fax: 816-340-7962
- ---------------------------------------------
Internet: http://www.twentieth-century.com
- ---------------------------------------------
TWENTIETH CENTURY
WORLD INVESTORS
- --------------------------------------------------------------------------------
SH-BKT-5017 [recycled logo]
9609 RECYCLED

<PAGE>
TWENTIETH CENTURY
INTERNATIONAL GROWTH FUNDS

INVESTOR CLASS PROSPECTUS
SEPTEMBER 3,
1996

TWENTIETH CENTURY WORLD INVESTORS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

Through its Investor Class of shares, Twentieth Century offers investors a
full line of no-load mutual funds that have no sales charges or commissions.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419200
Kansas City, MO 64141-6200 o 1-800-345-2021
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-634-4113 o In Missouri: 816-753-1865
Internet: http://www.twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY
INTERNATIONAL EQUITY

The investment objective of Twentieth Century International Equity is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities that are considered by the investment manager to have prospects for
appreciation. The fund will invest primarily in securities of issuers in
developed markets. This fund has no minimum investment requirements. However, if
the value of the shares held in any one fund account is less than $2,500 ($1,000
for UGMA/UTMA accounts), you must establish an automatic investment program of
$50 or more per month in each such account. (See "Automatic Investment Plan,"
page 17, and "Automatic Redemption of Shares," page 20.)

TWENTIETH CENTURY INTERNATIONAL
DISCOVERY FUND

There is no assurance that the funds will achieve their respective investment
objectives.
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE.....................................4
FINANCIAL HIGHLIGHTS........................................................5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS............................................7
Twentieth Century International Equity....................................7
Twentieth Century International
Discovery Fund .........................................................7
Policies Applicable to Both Funds.........................................8
RISK FACTORS...............................................................10
Investing in Foreign Securities Generally................................10
Speculative Nature of International
Discovery Fund ........................................................11
Investing in Emerging Market Countries...................................11
Investing in Smaller Companies...........................................11
Investing in Lower Quality Debt Instruments..............................12
OTHER INVESTMENT PRACTICES.................................................12
Forward Currency Exchange Contracts......................................12
Indirect Foreign Investment..............................................13
Sovereign Debt Obligations...............................................13
Portfolio Turnover.......................................................13
Repurchase Agreements....................................................14
When-Issued Securities...................................................14
Short Sales..............................................................14
Rule 144A Securities.....................................................14
PERFORMANCE ADVERTISING....................................................15

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP

HOW TO OPEN AN ACCOUNT.....................................................16
By Mail..................................................................16
By Wire..................................................................16
By Exchange..............................................................17
In Person................................................................17
Subsequent Investments...................................................17
By Mail..................................................................17
By Telephone.............................................................17
By Wire..................................................................17
In Person................................................................17
Automatic Investment Plan................................................17

HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER......................................................17
By Mail..................................................................18
By Telephone.............................................................18
HOW TO REDEEM SHARES.......................................................18
By Telephone.............................................................18
By Mail..................................................................18
By Check-A-Month.........................................................18
Other Automatic Redemptions..............................................19
Redemption Proceeds......................................................19
By Check.................................................................19
By Wire and ACH..........................................................19
Special Requirements for Large Redemptions...............................19
Automatic Redemption of Shares...........................................20
SIGNATURE GUARANTEE........................................................20
SPECIAL SHAREHOLDER SERVICES...............................................20
Automated Information Line...............................................21
Open Order Service.......................................................21
Tax-Qualified Retirement Plans...........................................21
IMPORTANT POLICIES REGARDING
YOUR INVESTMENTS.......................................................21
REPORTS TO SHAREHOLDERS....................................................22
EMPLOYER-SPONSORED RETIREMENT PLANS
AND INSTITUTIONAL ACCOUNTS.............................................23

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE................................................................24
When Share Price Is Determined...........................................24
How Share Price Is Determined............................................24
Where to Find Information About Share Price..............................25
DISTRIBUTIONS..............................................................25
TAXES......................................................................26
Tax Deferred Accounts....................................................26
Taxable Accounts.........................................................26
MANAGEMENT.................................................................27
Investment Management....................................................27
Code of Ethics...........................................................29
Transfer and Administrative Services.....................................29
DISTRIBUTION OF FUND SHARES................................................29
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY.................................................29

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------

INTERNATIONAL INTERNATIONAL
EQUITY DISCOVERY FUND

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):
Management Fees(4) 1.45%(3) 1.75%(3)
12b-1 Fees none none
Other Expenses(5) 0.00% 0.00%
Total Fund Operating Expenses(4) 1.45%(3) 1.75%(3)

Example: You would pay the following expenses on a
$1,000 investment, assuming a 5% annual return and
redemption at the end of each time period(5):
1 year $ 15 $ 18
3 years 46 55
5 years 79 94
10 years 172 205

(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) Shares of International Discovery Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by the
fund. (See "How to Exchange from One Account to Another," page 17 and "How
to Redeem Shares," page 18.)

(3) The manager has voluntarily reduced its annual management fee on
International Equity to 1.50% of the first $1 billion of average net
assets, 1.20% of the next $1 billion of average net assets, and 1.10% of
average net assets over $2 billion, and its annual management fee on
International Discovery Fund to 1.75% of the first $500 million of average
net assets, 1.40% of the next $500 million average net assets, and 1.20% of
average net assets over $1 billion through July 31, 1997. The manager will
submit a new management agreement for shareholder approval in July 1997
that reflects the reduced fee structure. For more information on the
management fee structure of the funds, see "Investment Management" at page
27.

(4) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Discovery Fund
remain constant at $1,210,441,553 and $114,579,142, respectively, the
assets of the funds as of November 30, 1995, and that the reduced
management fees for International Equity and International Discovery Fund
had been in effect throughout the periods indicated.

(5) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were .001 of
1% of average net assets for the most recent fiscal year.

The purpose of the table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of the funds offered by
this Prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.

The shares offered by this Prospectus are Investor Class shares and have no
up-front or deferred sales charges, commissions, or 12b-1 fees. The funds offer
three other classes of shares, primarily to institutional investors, that have
different fee structures than the Investor Class, resulting in different
performance for the other classes. For additional information about the various
classes, see "Further Information About Twentieth Century," at page 29.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS--INTERNATIONAL EQUITY
(For a Share Outstanding Throughout the Period)

Net Investment
Income(1) (Loss).............. .01 (.04) (.04) .06 .01

From Net
Investment Income............. -- -- (.036) (.005) --

In Excess of Net
Investment Income............. -- -- (.155) (.002) --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets......... 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.................... .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate....... 169% 242% 255% 180% 84%

Average Commission
Paid per Investment
Security Traded............... $.002 --(4) --(4) --(4) --(4)

Net Assets, End
of Period (in thousands)....$1,210,442 $1,316,642 $759,238 $215,346 $43,076

- --------------------------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total return assumes
reinvestment of dividends and capital gains distributions, ifany.

(3) Annualized.

(4) Not computed for period indicated.
</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS --(CONTINUED)
INTERNATIONAL DISCOVERY FUND

Net Investment
Income(1) (Loss).................... .03 (.02)

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............... 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... 27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Investment
Security Traded..................... $.004 --(4)

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

- --------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

(3) Annualized

(4) Not computed for period indicated.

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY
INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL
DISCOVERY FUND

POLICIES APPLICABLE TO BOTH FUNDS

security. An example of one type of derivative security in which the funds might
invest is a depositary receipt.

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

Under normal conditions, each fund will invest at least 65% of its assets
in equity and equity equivalent securities of issuers from at least three
countries outside of the United States. While securities of U.S. issuers may be
included in the portfolio from time to time, it is the primary intent of the
manager to diversify investments in a fund across a broad range of foreign
issuers. The manager defines "foreign issuer" as an issuer of securities that is
domiciled outside the United States, derives at least 50% of its total revenue
from production or sales outside the United States, and/or whose principal
trading market is outside the United States.

The funds consider "emerging market countries" to include all countries
that are generally considered to be developing or emerging countries by the
International Bank for Reconstruction and Development (commonly referred to as
the World Bank) and the International Finance Corporation (IFC), as well as
countries that are classified by the United Nations as developing. Currently,
the countries not included in this category are the United States, Canada,
Japan, the United Kingdom, Germany, Austria, France, Italy, Ireland, Spain,
Belgium, the Netherlands, Switzerland, Sweden, Finland, Norway, Denmark,
Australia and New Zealand. In addition, as used in this Prospectus, "securities
of issuers in emerging market countries" means (i) securities of issuers the
principal securities trading market for which is an emerging market country,
(ii) securities, regardless of where traded, of issuers that derive 50% or more
of their total revenue from either goods or services produced in emerging market
countries or sales made in emerging market countries, or (iii) securities of
issuers having their principal place of business or principal office in emerging
market countries.

At the same time, however, the investment manager recognizes that both the
selection of a fund's individual securities and the allocation of the
portfolio's assets across different countries and

regions are important factors in managing an international portfolio. For this
reason, the manager will also consider a number of other factors in making
investment selections including: the prospects for relative economic growth
among countries or regions, economic and political conditions, expected
inflation rates, currency exchange fluctuations and tax considerations.

RISK FACTORS

INVESTING IN FOREIGN
SECURITIES GENERALLY

SPECULATIVE NATURE OF INTERNATIONAL
DISCOVERY FUND

In addition to the risks posed by foreign investing generally,
International Discovery Fund will be investing in the securities of companies
having comparatively small market capitalizations and may invest up to 50% of
its assets in issuers in emerging market countries. (See "Investing in Emerging
Market Countries," this page and "Investing in Smaller Companies," this page.)
As a result, an investment in the fund should be considered to be speculative.
The fund is intended for aggressive investors seeking significant gains through
investments in foreign securities. Those investors must be willing and able to
accept the significantly greater risks associated with the investment strategy
that International Discovery Fund will pursue. An investment in the fund should
not be considered a complete investment program and is not appropriate for
individuals with limited investment resources or who are unable to tolerate
fluctuations in the value of their investment.

INVESTING IN EMERGING
MARKET COUNTRIES

INVESTING IN SMALLER COMPANIES

International Discovery Fund will invest primarily in securities of
companies having, at the time of investment, a market capitalization of less
than U.S. $1 billion or a public float of less

than U.S. $500 million. These smaller companies may present greater
opportunities for capital appreciation, but may also involve greater risks than
large, mature issuers. Such companies may have limited product lines, markets or
financial resources, and their securities may trade less frequently and in more
limited volume than the securities of larger companies. In addition, available
information regarding these smaller companies may be less available and, when
available, may be incomplete or inaccurate. The securities of such companies may
also be more likely to be delisted from trading on their primary domestic
exchange. As a result, the securities of smaller companies may experience
significantly more price volatility and less liquidity than securities of larger
companies, and this volatility and limited liquidity may be reflected in the net
asset value of the fund.

INVESTING IN LOWER QUALITY
DEBT INSTRUMENTS

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY
EXCHANGE CONTRACTS

A fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.

By entering into a forward currency exchange contract with respect to the
specific purchase or sale of a security denominated in a foreign currency, a
fund can "lock in" an exchange rate between the trade and settlement dates for
that purchase or sale. This practice is sometimes referred to as "transaction
hedging." Each fund may enter into transaction hedging contracts with respect to
all or a substantial portion of its trades.

When the manager believes that a particular currency may decline in value
compared to the

U.S. dollar, a fund may enter into a foreign currency exchange contract to sell
an amount of foreign currency equal to the value of some or all of the fund's
portfolio securities either denominated in, or whose value is tied to, that
currency. This practice is sometimes referred to as "portfolio hedging." A fund
may not enter into a portfolio hedging transaction where the fund would be
obligated to deliver an amount of foreign currency in excess of the aggregate
value of its portfolio securities or other assets denominated in, or whose value
is tied to, that currency.

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds are shown in the Financial
Highlights table on page 5 of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives. The
funds' investment manager believes that the rate of portfolio turnover is
irrelevant when the manager believes a change is in order to achieve those
objectives and accordingly, the annual portfolio turnover rate cannot be
anticipated.

The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage commissions, which is a cost that each fund
pays directly. It may also affect the character of capital gains, if any,
realized and distributed by a fund since short-term capital gains are taxable as
ordinary income.

REPURCHASE AGREEMENTS

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

RULE 144A SECURITIES

"restricted securities," each fund may purchase Rule 144A securities without
regard to the percentage limitations described above when Rule 144A securities
present an attractive investment opportunity and otherwise meet the fund's
criteria of selection, and also meet the liquidity guidelines established for
Rule 144A securities.

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the Investor Class and the other classes
offered by the funds.

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan or through a bank, broker-dealer or other
financial intermediary, the following sections may not apply to you. Please read
"Employer-sponsored Retirement Plans and Institutional Accounts," page 23.

HOW TO OPEN AN ACCOUNT

The minimum investment in International Equity is $2,500 [$1,000 for IRA
and Uniform Gifts/Transfers to Minors Acts ("UGMA/UTMA") accounts]. This minimum
will be waived if you establish an automatic investment plan to your account
that is the equivalent of at least $50 per month. See "Automatic Investment
Plan," page 17.

The minimum investment in International Discovery Fund is $10,000. To keep
an International Discovery Fund account open, a minimum share value of $10,000
must be maintained. If the share value of your account falls below $10,000, the
shares in your account will be subject to automatic redemption.
See "Automatic Redemption of Shares," on page 20.

The minimum investment requirements may be different for some types of
retirement accounts. Call one of our Investor Services Representatives for
information on our retirement plans, which are available for individual
investors or for those investing through their employers.

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S.
dollars to Twentieth Century.

BY WIRE

You may make your initial investment by wiring funds. To do so, call us or
mail a completed application and provide your bank with the following
information:

RECEIVING BANK AND ROUTING NUMBER:
Commerce Bank, N.A. (101000019)

BENEFICIARY (BNF):
Twentieth Century Services, Inc.
4500 Main St., Kansas City, MO 64141-6200

BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
2804918

REFERENCE FOR BENEFICIARY (RFB):
Twentieth Century account number into which you are investing. If more than
one, leave blank and see Bank to Bank Information below.

ORIGINATOR TO BENEFICIARY (OBI):
Name and address of owner of account into which you are investing.

BANK TO BANK INFORMATION
(BBI OR FREE FORM TEXT):
o Taxpayer identification or social security number.
o If more than one account, account numbers and amount to be invested in
each account.

o Current tax year, previous tax year or rollover designation if an IRA.
Specify whether IRA, SEP-IRA or SARSEP-IRA.

BY EXCHANGE

Call 1-800-345-2021 from 7 a.m. to 7 p.m. Central time to get information
on opening an account by exchanging from another Twentieth Century or Benham
account. Additional information on exchanges is located at the bottom of this
page.

IN PERSON

If you prefer to work with a representative in person, please visit one of
our Investors Centers, located at:

4500 Main Street
Kansas City, MO 64111

1665 Charleston Road
Mountain View, CA 94043

2000 S. Colorado Blvd.
Denver, CO 80222

SUBSEQUENT INVESTMENTS

BY MAIL

BY TELEPHONE

BY WIRE

You may make subsequent investments by wire. Follow the wire transfer
instructions on page 17 and indicate your account number.

IN PERSON

You may make subsequent investments in person at one of our Investors
Centers. The locations of our three Investors Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER

However, we will allow investors to set up an Automatic Exchange Plan
between any two funds in the amount of at least $50 per month. See our Investor
Services Guide for further information about exchanges.

If, in any 90-day period, the total of your exchanges and your redemptions
from any one account exceeds the lesser of $250,000 or 1% or the fund's assets,
further exchanges will be subject to special requirements to comply with our
policy on large redemptions. See "Special Requirements for Large Redemptions,"
page 19.

BY MAIL

You may direct us in writing to exchange your shares from one Twentieth
Century or Benham account to another. For additional information, please see our
Shareholder Services Guide.

BY TELEPHONE

You can make exchanges over the phone (either with an Investor Services
Representative or using our Automated Information Line -- see page 21) if you
have authorized us to accept telephone instructions. You can authorize this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.

HOW TO REDEEM SHARES

Please note that a request to redeem shares in an IRA or 403(b) plan must
be accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

BY TELEPHONE

If you have authorized us to accept telephone instructions, you may redeem
your shares by calling an Investor Services Representative.

BY MAIL

BY CHECK-A-MONTH

If you have at least a $10,000 balance in your account, you may redeem
shares by Check-A-Month. A Check-A-Month plan automatically

redeems enough shares each month to provide you with a check for an amount you
choose (minimum $50). To set up a Check-A-Month plan, please contact an Investor
Services Representative or refer to the Investor Services Guide.

OTHER AUTOMATIC REDEMPTIONS

You may elect to make redemptions automatically by authorizing us to send
funds directly to your account at a bank or other financial institution. To set
up automatic redemptions, call one of our Investor Services Representatives.

REDEMPTION PROCEEDS

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

BY WIRE AND ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

Your bank will usually receive wired funds within 48 hours of transmission.
Electronically transferred funds may be received up to seven days after
transmission. Wired funds are subject to a $10 fee to cover bank wire charges,
which is deducted from redemption proceeds. Once the funds are transmitted, the
time of receipt and the funds' availability are not under our control.

SPECIAL REQUIREMENTS
FOR LARGE REDEMPTIONS

AUTOMATIC REDEMPTION OF SHARES

International Equity. If at any time you have an International Equity
account that falls into either of the following categories:

(i) you invested the required minimum initial investment amount for the
fund, currently $2,500 ($1,000 for UGMA/UTMA accounts), but due to exchanges or
redemptions you have made, the account now has a value of less than the minimum
initial investment amount; or

(ii) you have not invested the minimum initial investment amount, and an
automatic investment program of $50 or more per month does not exist for the
account; a notification will be sent advising you of the need to either make an
investment to bring the value of the shares held in the account up to $2,500
($1,000) or to establish an automatic investment program of $50 or more per
month. If the investment is not made or the automatic investment is not
established within 60 days from the date of notification, the shares held in the
account will be redeemed and the proceeds from the redemption will be sent by
check to your address of record.

The automatic redemption of shares of International Equity will not apply
to Individual Retirement Accounts, 403(b) accounts and other types of
tax-deferred retirement plan accounts.

International Discovery Fund. If at any time you have an International
Discovery Fund account that falls into either of the following categories:

(i) you invested the required minimum initial investment amount of $10,000,
but due to exchanges or redemptions you have made, the account now has a value
of less than $10,000; or

(ii) you have not invested $10,000; a notification will be sent advising
you of the need to make an investment to bring the value of the shares held in
the account up to $10,000. If the investment is not made within 60 days from the
date of notification, the shares held in the fund account will be redeemed and
the proceeds from the redemption will be sent by check to your address of
record.

The funds reserve the right to modify their policies regarding the
automatic redemption of shares, or to waive such policies in whole or in part
for certain classes of investors.

SIGNATURE GUARANTEE

o Redeeming more than $25,000
o Establishing or increasing a Check-A-Month or automatic transfer on an
existing account

You can obtain a signature guarantee from a bank or trust company, credit
union, broker, dealer, securities exchange or association, clearing agency or
savings association, as defined by federal law.

We reserve the right to require a signature guarantee on any transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

Our special shareholder services include:

AUTOMATED INFORMATION LINE

OPEN ORDER SERVICE

Through our open order service, you may designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced fund by exchange to one
of our money market funds. The designated purchase price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time the order is placed. If the designated price
is met within 90 calendar days, we will execute your exchange order
automatically at that price (or better). Open orders not executed within 90 days
will be canceled.

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o Individual Retirement Accounts (IRAs)
o 403(b) plans for employees of public school systems and non-profit
organizations
o Profit sharing plans and pension plans for corporations and other
employers

If your IRA and 403(b) accounts do not total $10,000, each account is
subject to an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING
YOUR INVESTMENTS

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open orders,
will be refused.

(5) If a transaction request is made by a corporation, partnership, trust,
fiduciary,

agent or unincorporated association, we will require evidence satisfactory
to us of the authority of the individual making the request.

(10) We will perform special inquiries on shareholder accounts. A research fee
of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

No later than January 31 of each year, we will send you reports that you
may use in completing your U.S. income tax return. See the Investor Services
Guide for more information.

EMPLOYER-SPONSORED RETIREMENT
PLANS AND INSTITUTIONAL
ACCOUNTS

Information contained in our Investor Services Guide pertains to
shareholders who invest directly with Twentieth Century rather than through a
bank, broker-dealer or other financial intermediary.

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan, your ability to purchase shares of the
funds, exchange them for shares of other Twentieth Century or Benham funds, and
redeem them will depend on the terms of your plan. If you own or are considering
purchasing fund shares through a bank, broker-dealer, insurance company or other
financial intermediary, your ability to purchase, exchange and redeem shares
will depend on your agreement with, and the policies of, such financial
intermediary. You may reach one of our Institutional Investor Services
Representatives by calling 1-800-345-3533 to request information about the
funds, to obtain a current Prospectus or to get answers to any questions about
the funds that you are unable to obtain through your plan administrator or
financial intermediary.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

The net asset value of the Investor Class of each fund is published in
leading newspapers daily. The net asset value of each fund may be obtained by
calling us (See "Automated Information Line," page 21.)

DISTRIBUTIONS

Participants in employer-sponsored retirement or savings plans must
reinvest all distributions. For shareholders investing in taxable accounts,
distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 generally will be reinvested. Distributions made
shortly after a purchase made by check or ACH may be held up to 15 days. You may
elect to have distributions on shares of Individual Retirement Accounts and
403(b) plans paid in cash only if you are 591/2 years old or permanently and
totally disabled. Distribution checks normally are mailed within seven days
after the record date. Please consult our Investor Services Guide for further
information regarding your distribution options.

The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.

TAXES

TAX DEFERRED ACCOUNTS

If the fund shares are purchased through tax deferred accounts, such as a
qualified employer-sponsored retirement or savings plan, income and capital
gains distributions paid by the funds will generally not be subject to current
taxation, but will accumulate in your account under the plan on a tax-deferred
basis.

TAXABLE ACCOUNTS

If the fund shares are purchased through taxable accounts, distributions of
net investment income and net short-term capital gains are taxable to you as
ordinary income. Distributions from net long-term capital gains are taxable as
long-term capital gains regardless of the length of time you have held the
shares on which such distributions are paid. However, you should note that any
loss realized upon the sale or redemption of shares held for six months or less
will be treated as a long-term capital loss to the extent of any distribution of
long-term capital gain to you with respect to such shares.

subsequently sold and the gains are realized, they will, to the extent not
offset by capital losses, be paid to you as a distribution of capital gains and
will be taxable to you as short-term or long-term capital gains. (See
"Distributions," page 25.)

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, Twentieth Century is required by federal law to withhold
and remit to the IRS 31% of reportable payments (which may include dividends,
capital gains distributions and redemptions). Those regulations require you to
certify that the social security number or tax identification number you provide
is correct and that you are not subject to 31% withholding for previous
under-reporting to the IRS. You will be asked to make the appropriate
certification on your application. Payments reported by Twentieth Century that
omit your social security number or tax identification number will subject
Twentieth Century to a penalty of $50, which will be charged against your
account if you fail to provide the certification by the time the report is
filed. This charge is not refundable.

MANAGEMENT

INVESTMENT MANAGEMENT

The portfolio manager members of the International Equity and International
Discovery Fund team and their principal business experience during the past five
years are as follows:

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Discovery Fund team since its
inception in 1991.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.90% of first $1 billion
1.25% of the next $1 billion
1.00% over $2 billion

INTERNATIONAL DISCOVERY FUND 1.75% of first $500 million
1.40% of the next $500 million
1.20% over $1 billion
- --------------------------------------------------------------------------------

Effective August 1, 1996, Investors Research has voluntarily waived a
portion of its annual management fee on International Equity which shall be
calculated as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.50% of first $1 billion
1.20% of the next $1 billion
1.10% over $2 billion
- --------------------------------------------------------------------------------

Investors Research will submit a new management agreement for shareholder
approval in July 1997 that reflects the new fee structure. Until such time as
the new fee structure is approved, Investors Research will waive its management
fee on International Equity to the extent that the new fee structure results in
a lower management fee than that contained in the management agreement.

compare only the ratio of total expenses to average net assets contained in the
Financial Highlights table found on page 5 of this Prospectus to the same ratio
of the other funds.

CODE OF ETHICS

TRANSFER AND
ADMINISTRATIVE SERVICES

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(The "Distributor"), a registered broker-dealer and an affiliate of the funds'
investment manager. Investors Research pays all expenses for promoting sales of,
and distributing the Investor Class of the fund shares offered by this
Prospectus. The Investor Class of shares does not pay any commissions or other
fees to the Distributor or to any other broker-dealers or financial
intermediaries in connection with the distribution of fund shares.

FURTHER INFORMATION
ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

The principal office of Twentieth Century World Investors is Twentieth
Century Tower, 4500 Main Street, P.O. Box 419200, Kansas City, Missouri
64141-6200. All inquiries may be made by mail to that address, or by phone to
1-800-345-2021. (For international callers: 816-531-5575.)

Each of the funds described in this Prospectus offers four classes of
shares: an Investor Class, an Institutional Class, a Service Class, and an
Advisor Class. The shares offered by this Prospectus are Investor Class shares
and have no up-front charges, commissions, or 12b-1 fees.

The other classes of shares are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker-dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the Investor Class.
Different fees and expenses will affect performance. For additional information
concerning the other classes of shares not offered by this Prospectus, call us
at 1-800-345-3533 or contact a sales representative or financial intermediary
who offers those classes of shares.

This page has been left blank for your notes.

TWENTIETH CENTURY
INTERNATIONAL
GROWTH FUNDS

INVESTOR CLASS
PROSPECTUS

SEPTEMBER 3, 1996

TWENTIETH CENTURY MUTUAL FUNDS
and THE BENHAM GROUP
- -------------------------------------------

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200
- -------------------------------------------
Person-to-person assistance:
1-800-345-2021 OR 816-531-5575
- -------------------------------------------
Automated Information Line:
1-800-345-8765
- -------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 OR 816-753-1865
- -------------------------------------------
Fax: 816-340-7962
- -------------------------------------------
Internet: HTTP://WWW.TWENTIETH-CENTURY.COM
- -------------------------------------------
TWENTIETH CENTURY
WORLD INVESTORS
- --------------------------------------------------------------------------------
SH-BKT-5015 [recycled logo]
9609 RECYCLED

<PAGE>
TWENTIETH CENTURY
INTERNATIONAL GROWTH FUNDS

SERVICE CLASS PROSPECTUS
SEPTEMBER 3,
1996

TWENTIETH CENTURY WORLD INVESTORS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

Twentieth Century World Investors, Inc., a member of the Twentieth Century
family of funds, is a diversified, open-end management investment company. Two
series of shares offered by Twentieth Century, Twentieth Century International
Equity and Twentieth Century International Discovery Fund, (the "funds") are
described in this Prospectus. The investment objectives of the funds are listed
on the inside cover of this Prospectus.

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

The funds offered by this Prospectus (the Service Class shares) are
"no-load" investments, which means there are no sales charges or commissions.
The Service Class shares are subject to a Rule 12b-1 services fee as described
in this Prospectus.

The Service Class shares are intended for purchase by participants in
employer-sponsored retirement or savings plans and for persons purchasing shares
through financial intermediaries, such as banks, broker-dealers and insurance
companies that provide various recordkeeping and administrative services. One or
more of the funds described in this Prospectus is available as an investment
option in your employer's plan or under a program or service offered by a
financial institution or other entity that will provide you with various
recordkeeping and other administrative services.

- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY
INTERNATIONAL EQUITY

TWENTIETH CENTURY
INTERNATIONAL DISCOVERY FUND

The investment objective of Twentieth Century International Discovery Fund
(formerly known as Twentieth Century International Emerging Growth) is capital
growth. The fund will seek to achieve its investment objective by investing
primarily in an internationally diversified portfolio of equity securities of
issuers having comparatively smaller market capitalizations (less than U.S. $1
billion in market capitalization or less than U.S. $500 million in public
float). The fund may invest up to 50% of its assets in securities of issuers in
emerging market countries. All such investments will be considered by the
investment manager to have prospects for appreciation. Due to the risks
associated with such investments, an investment in this fund may be considered
speculative.

There is no assurance that the funds will achieve their respective investment
objectives.
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE.....................................4
FINANCIAL HIGHLIGHTS........................................................5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS............................................7
Twentieth Century International Equity....................................7
Twentieth Century International
Discovery Fund..........................................................7
Policies Applicable to Both Funds.........................................8
RISK FACTORS...............................................................10
Investing in Foreign Securities Generally................................10
Speculative Nature of International
Discovery Fund ........................................................11
Investing in Emerging Market Countries...................................11
Investing in Smaller Companies...........................................12
Investing in Lower Quality Debt Instruments..............................12
OTHER INVESTMENT PRACTICES.................................................12
Forward Currency Exchange Contracts......................................12
Indirect Foreign Investment..............................................13
Sovereign Debt Obligations...............................................13
Portfolio Turnover.......................................................13
Repurchase Agreements....................................................14
When-Issued Securities...................................................14
Short Sales..............................................................14
Rule 144A Securities.....................................................14
PERFORMANCE ADVERTISING....................................................15

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE................................................................19
When Share Price Is Determined...........................................19
How Share Price Is Determined............................................19
Where to Find Information About Share Price..............................20
DISTRIBUTIONS..............................................................20
TAXES......................................................................20
Tax Deferred Accounts....................................................20
Taxable Accounts.........................................................21
MANAGEMENT.................................................................22
Investment Management....................................................22
Code of Ethics...........................................................23
Transfer and Administrative Services.....................................23
DISTRIBUTION OF FUND SHARES................................................24
Service Fees.............................................................24
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY.................................................24

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------

INTERNATIONAL INTERNATIONAL
EQUITY DISCOVERY FUND

SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed
on Purchases.......................... none none
Maximum Sales Load Imposed
on Reinvested Dividends............... none none
Deferred Sales Load..................... none none
Redemption Fee.......................... none none(1)
Exchange Fee............................ none none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):
Management Fees(3)...................... 1.20%(2) 1.50%(2)
12b-1 Fees(4)........................... 0.25% 0.25%
Other Expenses(5)....................... 0.00% 0.00%
Total Fund Operating Expenses(3)........ 1.45%(2) 1.75%(2)

(1) Shares of International Discovery Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by the
fund. (See "How to Exchange Your Investment from One Twentieth Century
Account to Another," page 17 and "How to Redeem Shares," page 17.)

(2) International Equity pays an annual management fee of 1.25% of the first $1
billion of average net assets, 0.95% of the next $1 billion of average net
assets, and 0.85% of average net assets over $2 billion, and International
Discovery Fund pays an annual management fee of 1.50% of the first $500
million of average net assets, 1.15% of the next $500 million average net
assets, and 0.95% of average net assets over $1 billion.

(4) The 12b-1 fee is designed to permit investors to purchase Service Class
shares through retirement and pension plan administrators and other
financial intermediaries and is used to compensate them for ongoing
recordkeeping and administrative services that would otherwise be performed
by an affiliate of the manager. See "Service Fees," page 24.

The purpose of the table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of the funds offered by
this Prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.

The shares offered by this Prospectus are Service Class shares. The funds
offer three other classes of shares, one of which is primarily available to
retail investors and two that are primarily available to institutional
investors, that have different fee structures than the Service Class, resulting
in different performance for the other classes. For additional information about
the various classes, see "Further Information About Twentieth Century," at page
24.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS--INTERNATIONAL EQUITY
(For a Share Outstanding Throughout the Period)

The Service Class of the funds was established September 3, 1996. The
financial information in these tables regarding selected per share data for each
of the funds reflects the performance of the funds' Investor Class of shares,
which has the same total expense ratio as the Service Class shares.

Net Investment
Income(1) (Loss).............. .01 (.04) (.04) .06 .01

From Net
Investment Income............. -- -- (.036) (.005) --

In Excess of Net
Investment Income............. -- -- (.155) (.002) --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets......... 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.................... .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate....... 169% 242% 255% 180% 84%

Average Commission
Paid per Investment
Security Traded............... $.002 --(4) --(4) --(4) --(4)

Net Assets, End
of Period (in thousands)....$1,210,442 $1,316,642 $759,238 $215,346 $43,076

- --------------------------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total return assumes
reinvestment of dividends and capital gains distributions, ifany.

(3) Annualized.

(4) Not computed for period indicated.
</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS --(CONTINUED)
INTERNATIONAL DISCOVERY FUND

Net Investment
Income(1) (Loss).................... .03 (.02)

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets............... 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... 27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Investment
Security Traded..................... $.004 --(4)

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

- --------------------------------------------------------------------------------

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

(3) Annualized

(4) Not computed for period indicated.

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES
OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.'

TWENTIETH CENTURY
INTERNATIONAL EQUITY

TWENTIETH CENTURY
INTERNATIONAL DISCOVERY FUND

The investment objective of the International Discovery Fund is capital
growth. The fund will seek to achieve its investment objective by investing
primarily in an internationally diversified portfolio of equity securities of
issuers that meet certain fundamental and technical standards of selection
(relating primarily to acceleration of earnings and revenues). The fund will
invest its assets primarily in equity securities of smaller foreign issuers
(those issuers having, at the time of investment, a market capitalization of
less than U.S. $1 billion or a public float of less than U.S. $500 million). The
"public float" of an issuer is defined as the aggregate market value of the
issuer's outstanding securities held by non-affiliates of the issuer. The fund
may invest up to

50% of its assets in securities of issuers in emerging market countries.

POLICIES APPLICABLE TO BOTH FUNDS

stock, convertible preferred stock and convertible debt securities. Equity
equivalents may also include securities whose value or return is derived from
the value or return of a different security. An example of one type of
derivative security in which the funds might invest is a depositary receipt.

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

(subject to the investment policies of the particular fund) or region.

RISK FACTORS

INVESTING IN FOREIGN
SECURITIES GENERALLY

less government regulation and supervision of foreign stock exchanges, brokers
and issuers which may make it difficult to enforce contractual obligations.

SPECULATIVE NATURE OF
INTERNATIONAL DISCOVERY FUND

INVESTING IN EMERGING
MARKET COUNTRIES

INVESTING IN SMALLER COMPANIES

INVESTING IN LOWER QUALITY
DEBT INSTRUMENTS

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY
EXCHANGE CONTRACTS

A fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.

Each fund may enter into transaction hedging contracts with respect to all or a
substantial portion of its trades.

Predicting the relative future values of currencies is very difficult,
and there is no assurance that any attempt to reduce the risk of adverse
currency movements through the use of forward currency exchange contracts will
be successful. In addition, the use of forward currency exchange contracts tends
to limit the potential gains that might result from a positive change in the
relationship between the foreign currency and the U.S. dollar.

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds are shown in the Financial
Highlights table on page 5 of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives. The
funds' investment manager believes that the rate of portfolio turnover is
irrelevant when the manager believes a change is in order to achieve those
objectives and accordingly, the annual portfolio turnover rate cannot be
anticipated.

The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage

commissions, which is a cost that each fund pays directly. It may also affect
the character of capital gains, if any, realized and distributed by a fund since
short-term capital gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

RULE 144A SECURITIES

The funds may invest up to 15% of their respective assets in illiquid
securities (securities

that may not be sold within seven days at approximately the price used in
determining the net asset value of fund shares), including restricted
securities. Although securities which may be resold only to qualified
institutional buyers in accordance with the provisions of Rule 144A under the
Securities Act of 1933 are considered "restricted securities," each fund may
purchase Rule 144A securities without regard to the percentage limitations
described above when Rule 144A securities present an attractive investment
opportunity and otherwise meet the fund's criteria of selection, and also meet
the liquidity guidelines established for Rule 144A securities.

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the Service Class and the other classes
offered by the funds.

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

The following section explains how purchase, exchange and redeem Service
Class shares of the funds offered by this Prospectus.

If you have questions about a fund, see "Investment Policies of the Funds,"
page 7, or call Twentieth Century's Investors Line at 1-800-345-3533.

Orders to purchase shares are effective on the day we receive payment. (See
"When Share Price is Determined," page 19.)

The funds may discontinue offering shares generally (including any class of
shares of a fund) or in any particular state without notice to shareholders.

HOW TO EXCHANGE YOUR
INVESTMENT FROM ONE TWENTIETH
CENTURY FUND TO ANOTHER

HOW TO REDEEM SHARES

IN ORDER TO DISCOURAGE THE REDEMPTION OF SHARES OF INTERNATIONAL DISCOVERY
FUND SHORTLY AFTER THEIR PURCHASE, REDEMPTION OF THOSE SHARES WITHIN 180 DAYS OF
THEIR PURCHASE WILL BE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE
SHARES EXCHANGED. This fee will be retained by the fund to help minimize the
impact such redemptions have on fund performance and, hence, on the other
shareholders of the fund. For the purposes of determining the applicability of
this fee, shares first purchased will be deemed to be the shares first redeemed.
The funds reserve the right to modify their policy regarding this redemption fee
or to waive such policy in whole or in part for certain classes of investors.

SPECIAL REQUIREMENTS FOR
LARGE REDEMPTIONS

TELEPHONE SERVICES

INVESTORS LINE

You may reach an Investor Services Representative by calling our Investor
Line at 1-800-345-3533. On our Investors Line you may request information about
our funds and a current Prospectus, or get answers to any questions that you may
have about the funds and the services we offer.

AUTOMATED INFORMATION LINE

In addition to reaching us on our Investors Line, you may also reach us by
telephone on our Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8675. By calling the Automated Information Line you may listen to
fund prices, yields and total return figures.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

It is the responsibility of your plan recordkeeper or financial
intermediary to transmit your purchase, exchange and redemption requests to the
funds' transfer agent prior to the applicable cut-off time for receiving orders
and to make payment for any purchase transactions in accordance with the funds'
procedures or any contractual arrangements with the funds or the funds'
distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

security would be valued at fair value as determined in accordance with
procedures adopted by the board of directors.

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

The net asset value of the Investor Class of each fund is published in
leading newspapers daily. The net asset value of the Service Class may be
obtained by calling us.

DISTRIBUTIONS

The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.

TAXES

TAX DEFERRED ACCOUNTS

TAXABLE ACCOUNTS

In January of the year following the distribution, if you own shares in a
taxable account, you will receive a Form 1099-DIV from either Twentieth Century
or your financial intermediary notifying you of the status of your distributions
for federal income tax purposes.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, we are required by federal law to

withhold and remit to the IRS 31% of reportable payments (which may include
dividends, capital gains distributions and redemptions). Those regulations
require you to certify that the social security number or tax identification
number you provide is correct and that you are not subject to 31% withholding
for previous under-reporting to the IRS. You will be asked to make the
appropriate certification on your application. Payments reported by Twentieth
Century that omit your Social Security number or tax identification number will
subject Twentieth Century to a penalty of $50, which will be charged against
your account if you fail to provide the certification by the time the report is
filed. This charge is not refundable.

MANAGEMENT

INVESTMENT MANAGEMENT

The portfolio manager members of the International Equity and International
Discovery Fund team and their principal business experience during the past five
years are as follows:

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Discovery Fund team since its
inception in 1991.

President, International Equity Sales with Barclays de Zoete Wedd (1991 to 1993)
and obtained international equity sales experience at Cresvale International
(1990 to 1991).

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

INTERNATIONAL DISCOVERY FUND 1.50% of first $500 million
1.15% of the next $500 million
0.95% over $1 billion
- --------------------------------------------------------------------------------

CODE OF ETHICS

TRANSFER AND
ADMINISTRATIVE SERVICES

Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri
64111 acts as transfer agent and dividend paying agent for the

funds. It provides facilities, equipment and personnel to the funds, and is paid
for such services by Investors Research.

Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers, chairman of the
board of directors of the funds, controls Twentieth Century Companies by virtue
of his ownership of a majority of its common stock.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(the "Distributor"), a registered broker-dealer and an affiliate of the funds'
investment manager. Investors Research pays all expenses for promoting sales of,
and distributing the Service Class of, the fund shares offered by this
Prospectus. The Service Class of shares does not pay any commissions or other
fees to the distributor or to any other broker-dealers or financial
intermediaries in connection with the distribution of fund shares.

SERVICE FEES

Certain recordkeeping and administrative services that are provided by the
funds' transfer agent for Investor Class shareholders may be performed by
insurance companies, retirement and pension plan administrators and
recordkeepers for retirement plans using Service Class shares as a funding
medium, by broker-dealers for their customers investing in shares of the funds,
by sponsors of multi mutual fund no (or low) transaction fee programs and other
financial intermediaries.

The funds' boards of directors have adopted a Shareholder Services Plan
with respect to the Service Class shares of each fund. Under the Plan, each fund
pays Twentieth Century Securities, Inc. (the "Distributor") a shareholder
services fee of 0.25% annually of the aggregate average daily assets of the
funds' Service Class shares for the purpose of paying the costs and expenses
incurred by such financial intermediaries in providing such services. The
Distributor enters into contracts with each financial intermediary to make such
shares available through such plans or programs and for the provision of such
services.

The Shareholder Services Plan has been adopted and will be administered in
accordance with the requirements of Rule 12b-1 under the Investment Company Act.
For additional information about the Plan and its terms, see "Shareholder
Services Plan" in the Statement of Additional Information. Fees paid pursuant to
the Plan may be paid for shareholder services and the maintenance of accounts
and therefore may constitute "service fees" for purposes of applicable NASD
rules.

FURTHER INFORMATION
ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

The principal office of Twentieth Century World Investors is Twentieth
Century Tower, 4500 Main Street, P.O. Box 419385, Kansas City,

Missouri 64141-6385. All inquiries may be made by mail to that address, or by
phone to 1-800-345-3533. (For international callers: 816-531-5575.)

Each of the funds described in this Prospectus offers four classes of
shares: an Investor Class, an Institutional Class, a Service Class, and an
Advisor Class. The shares offered by this Prospectus are Service Class shares
and have no up-front charges or commissions.

The Investor Class is primarily made available to retail investors. The
Institutional Class and Advisor Class are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker-dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the Service Class.
Different fees and expenses will affect performance. For additional information
concerning the Investor Class of shares, call an Investor Services
Representative at 1-800-345-2021. For information concerning the Institutional
or Advisor Classes of shares not offered by this Prospectus, call an
Institutional Services Representative at 1-800-345-3533 or contact a sales
representative or financial intermediary who offers those classes of shares.

This page has been left blank for your notes.

TWENTIETH CENTURY
INTERNATIONAL
GROWTH FUNDS

SERVICE CLASS
PROSPECTUS

SEPTEMBER 3, 1996

TWENTIETH CENTURY MUTUAL FUNDS
and THE BENHAM GROUP
- ----------------------------------------------

P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- ----------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- ----------------------------------------------
Automated Information Line:
1-800-345-8765
- ----------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 OR 816-753-0700
- ----------------------------------------------
Fax: 816-340-7962
- ----------------------------------------------
Internet: HTTP://WWW.TWENTIETH-CENTURY.COM
- ----------------------------------------------
TWENTIETH CENTURY
WORLD INVESTORS
- --------------------------------------------------------------------------------
SH-BKT-5016 [recycled logo]
9609 RECYCLED

<PAGE>
TWENTIETH CENTURY
INTERNATIONAL GROWTH FUNDS

STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 3,
1996

TWENTIETH CENTURY WORLD INVESTORS
- --------------------------------------------------------------------------------

This statement is not a Prospectus but should be read in conjunction with the
current Prospectus of Twentieth Century World Investors, Inc., dated September
3, 1996. Please retain this document for future reference.

To obtain the Prospectus, call Twentieth Century toll-free at 1-800-345-2021
(816-531-5575 for international calls), or write to P.O. Box 419200, Kansas
City, Missouri 64141-6200.

TABLE OF CONTENTS

Page
Herein

Investment Objectives of the Funds 2
Investment Restrictions 2
Forward Currency Exchange Contracts 3
An Explanation of Fixed Income Securities Ratings 4
Short Sales 6
Portfolio Turnover 7
Officers and Directors 8
Management 10
Custodians 11
Independent Accountants 12
Capital Stock 12
Multiple Class Structure 12
Taxes 15
Brokerage 16
Performance Advertising 17
Redemptions in Kind 18
Holidays 18
Financial Statements 18

- --------------------------------------------------------------------------------
<PAGE>

INVESTMENT OBJECTIVES
OF THE FUNDS

The investment objective of each series of shares of Twentieth Century
World Investors, Inc. is described on the inside front cover page of the
Prospectus. In achieving its objective, a fund must conform to certain policies,
some of which are designated in the Prospectus or in this Statement of
Additional Information as "fundamental" and cannot be changed except with the
approval of the shareholders entitled to cast a majority of the outstanding
votes of the fund as defined in the Investment Company Act of 1940 (the
"Investment Company Act"). The following paragraph is also a statement of
fundamental policy with respect to selection of investments.

In general, within the restrictions outlined herein, each series has broad
powers with respect to investing funds or holding them uninvested. Investments
are varied according to what is judged advantageous under changing economic
conditions. It will be the policy of Twentieth Century 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 below. It is management's intention that each fund will
generally consist of common stocks. However, the investment manager may invest
the assets of a fund in varying amounts in other instruments and in senior
securities, such as bonds, debentures, preferred stocks and convertible issues,
when such a course is deemed appropriate in order to attempt to attain its
financial objective.

INVESTMENT RESTRICTIONS

Additional fundamental policies that may be changed only with shareholder
approval provide that, with the exception of the Emerging Markets Fund, each
series of shares:

(1) Shall not invest more than 15% of its assets in illiquid investments.

(2) Shall not invest in the securities of companies that, including
predecessors, have a record of less than three years of continuous
operation.

(3) Shall not lend its portfolio securities except to unaffiliated persons and
subject to the rules and regulations adopted under the Investment Company
Act. No such rules and regulations have been issued, but it is Twentieth
Century's policy that such loans must be secured continuously by cash
collateral maintained on a current basis in an amount at least equal to the
market value of the securities loaned, or by irrevocable letters of credit.
During the existence of the loan, the fund must continue to receive the
equivalent of the interest and dividends paid by the issuer on the
securities loaned and interest on the investment of the collateral; the
fund must have the right to call the loan and obtain the securities loaned
at any time on five days' notice, including the right to call the loan to
enable the fund to vote the securities. To comply with the regulations of
certain state securities administrators, such loans may not exceed
one-third of the fund's net assets taken at market.

(4) Shall not purchase the security of any one issuer if such purchase would
cause more than 5% of the fund's assets at market to be invested in the
securities of such issuer, except U.S. government securities, or if the
purchase would cause more than 10% of the outstanding voting securities of
any one issuer to be held in the fund's portfolio.

(5) Shall not invest for control or for management, or concentrate its
investment in a particular company or a particular industry. No more than
25% of the assets of the fund, exclusive of cash and U.S. government
securities, will be invested in securities of any one industry.

(6) Shall not buy securities on margin nor sell short (unless it owns or by
virtue of its ownership of other securities has the right to obtain
securities equivalent in kind and

amount to the securities sold); however, the fund may make margin deposits
in connection with the use of any financial instrument or any transaction
in securities permitted by its fundamental policies.

(7) Shall not invest in the securities of other investment companies except by
purchases in the open market involving only customary brokers' commissions
and no sales charges.

(8) Shall not issue any senior security.

(9) Shall not underwrite any securities.

(10) Shall not purchase or sell real estate. (In the opinion of management, this
restriction will not preclude the corporation from investing in securities
of corporations that deal in real estate.)

(11) Shall not purchase or sell commodities or commodity contracts.

(12) Shall not borrow any money, except from banks or trust companies in an
amount not in excess of 5% of the total assets of the fund, and then only
for emergency and extraordinary purposes.

Paragraphs 3, 5, 8 and 9 shall apply as fundamental policies of the
Emerging Markets Fund. Paragraphs 1, 2, 6, 7, 10, 11 and 12 shall also apply to
the Emerging Markets Fund, but shall not be considered fundamental policies.
Paragraph 4 shall apply to the Emerging Markets Fund with respect to 75% of its
portfolio and shall not be considered a fundamental policy.

The Investment Company Act imposes certain additional restrictions upon
acquisition by the funds of securities issued by insurance companies, brokers,
dealers, underwriters or investment advisers, and upon transactions with
affiliated persons as therein defined. It also defines and forbids the creation
of cross and circular ownership.

The Investment Company Act also provides that the funds may not invest more
than 25% of their assets in the securities of issuers engaged in a single
industry. In determining industry groups for purposes of this standard, the
Securities and Exchange Commission ordinarily uses the Standard Industry
Classification codes developed by the United States Office of Management and
Budget. In the interest of ensuring adequate diversification, the funds monitor
industry concentration using a more restrictive list of industry groups than
that recommended by the Securities and Exchange Commission. The funds believe
that these classifications are reasonable and are not so broad that the primary
economic characteristics of the companies in a single class are materially
different. The use of these more restrictive industry classifications may,
however, cause the funds to forego investment possibilities which may otherwise
be available to them under the Investment Company Act.

International Equity and International Discovery Fund will not invest in
oil, gas or other mineral leases, or in warrants, except that a fund may
purchase securities with warrants attached.

Neither the Securities and Exchange Commission nor any other agency of the
federal or state government participates in or supervises the corporation's
management or its investment practices or policies.

FORWARD CURRENCY
EXCHANGE CONTRACTS

Each fund conducts its foreign currency exchange transactions either on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market, or through entering into forward currency exchange contracts to
purchase or sell foreign currencies.

Each fund expects to use forward contracts under two circumstances:

(1) When the manager wishes to "lock in" the U.S. dollar price of a security
when the fund is purchasing or selling a security denominated in a foreign
currency, the fund would be able to enter into a forward contract to do so;

(2) When the manager believes that the currency of a particular foreign country
may suffer a substantial decline against the U.S. dollar, the fund would be
able to enter into a

forward contract to sell foreign currency for a fixed U.S. dollar amount
approximating the value of some or all of the fund's portfolio securities
either denominated in, or whose value is tied to, such foreign currency.

As to the first circumstance, when a fund enters into a trade for the
purchase or sale of a security denominated in a foreign currency, it may be
desirable to establish (lock in) the U.S. dollar cost or proceeds. By entering
into forward contracts in U.S. dollars for the purchase or sale of a foreign
currency involved in an underlying security transaction, the fund will be able
to protect itself against a possible loss between trade and settlement dates
resulting from the adverse change in the relationship between the U.S. dollar
and the subject foreign currency.

Under the second circumstance, when the manager believes that the currency
of a particular country may suffer a substantial decline relative to the U.S.
dollar, a fund could enter into a forward contract to sell for a fixed dollar
amount the amount in foreign currencies approximating the value of some or all
of its portfolio securities either denominated in, or whose value is tied to,
such foreign currency. The fund will place cash or high-grade liquid securities
in a separate account with its custodian in an amount sufficient to cover its
obligation under the contract entered into under the second circumstance. If the
value of the securities placed in the separate account declines, additional cash
or securities will be placed in the account on a daily basis so that the value
of the account equals the amount of the fund's commitments with respect to such
contracts.

The precise matching of forward contracts in the amounts and values of
securities involved would not generally be possible since 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 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 manager believes
that it is important to have flexibility to enter into such forward contracts
when it determines that a fund's best interests may be served.

Generally, a fund will not enter into a forward contract with a term of
greater than one year. 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.

AN EXPLANATION OF FIXED
INCOME SECURITIES RATINGS

As described in the Prospectus, the funds may invest in fixed income
securities. International Equity may invest only in investment grade
obligations, while International Discovery Fund and Emerging Markets Fund may
invest in bonds, corporate debt securities and governmental obligations without
regard to credit quality restrictions if such obligations are determined by the
investment manager to be sound investments.

Fixed income securities ratings provide the investment manager with a
current assessment

of the credit rating of an issuer with respect to a specific fixed income
security. The following is a description of the rating categories utilized by
the rating services referenced in the prospectus disclosure.

The following summarizes the ratings used by Standard & Poor's Corporation
("S&P") for bonds:

AAA -- This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay interest and repay principal.

AA -- Debt rated AA is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only to a small
degree.

A -- Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.

BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.

BB -- Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions that could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category also is used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.

B -- Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.

CCC -- Debt rated CCC has a currently identifiable vulnerability to default
and is dependent upon favorable business, financial and economic conditions
to meet timely payment of interest and repayment of principal. In the event
of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied B or B- rating.

CC -- The rating CC typically is applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

C -- The rating C typically is applied to debt subordinated to senior debt,
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed,
but debt service payments are continued.

CI -- The rating CI is reserved for income bonds on which no interest is
being paid.

D -- Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating also will
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

To provide more detailed indications of credit quality, the ratings from AA
to CCC may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

The following summarizes the ratings used by Moody's Investors Service,
Inc. ("Moody's") for bonds:

Aaa -- Bonds that are rated Aaa are judged to be of the best quality. They
carry the

smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.

Aa -- Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what generally are
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities, or
fluctuation of protective elements may be of greater amplitude, or there
may be other elements present that make the long-term risk appear somewhat
larger than the Aaa securities.

A -- Bonds that are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements
may be present that suggest a susceptibility to impairment some time in the
future.

Baa -- Bonds that are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics, as well.

Ba -- Bonds that are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate, and thereby not well
safeguarded, during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B -- Bonds that are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.

Caa -- Bonds that are rated Caa are of poor standing. Such issues may be in
default, or there may be present elements of danger with respect to
principal or interest.

Ca -- Bonds that are rated Ca represent obligations that are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C -- Bonds that are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
category from Aa through B. The modifier 1 indicates that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

SHORT SALES

A fund may engage in short sales if, at the time of the short sale, the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost.

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 collateral account

will be maintained by the fund's custodian. While the short sale is open, the
fund will maintain in a segregated custodial account an amount of securities
convertible into or exchangeable for such equivalent securities at no additional
cost. These securities would constitute the fund's long position.

A fund may make a short sale, as described above, when it wants to sell the
security it owns at a current attractive price, but also wishes to defer
recognition of gain or loss for federal income tax purposes and for purposes of
satisfying certain tests applicable to regulated investment companies under the
Internal Revenue Code. In such a case, any future losses in the fund's long
position should be reduced by a gain in the short position. The extent to which
such gains or losses are reduced would depend upon the amount of the security
sold short relative to the amount the fund owns. 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.

PORTFOLIO TURNOVER

In order to achieve its investment objective, the management will purchase
and sell securities without regard to the length of time the security has been
held and, accordingly, it can be expected that the rate of portfolio turnover
may be substantial.

The corporation intends to purchase a given security whenever management
believes it will contribute to the stated objective of a fund, even if the same
security has only recently been sold. In selling a given security, management
keeps in mind that (1) profits from sales of securities held less than three
months must be limited in order to meet the requirements of Subchapter M of the
Internal Revenue Code, and (2) profits from sales of securities are taxed to
shareholders as ordinary income. Subject to those considerations, the
corporation will sell a given security, no matter for how long or for how short
a period it has been held in the portfolio, and no matter whether the sale is at
a gain or at a loss, if the management believes that it is not fulfilling its
purpose, either because, among other things, it did not live up to management's
expectations, or because it may be replaced with another security holding
greater promise, or because it has reached its optimum potential, or 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, a fund may
decrease or eliminate entirely its equity position and increase its cash
position, and when a rise in price levels is anticipated, a fund may increase
its equity position and decrease its cash position. However, it should be
expected that each fund will, under most circumstances, be essentially fully
invested in equity securities.

Since investment decisions are based on the anticipated contribution of the
security in question to a fund's objectives, the rate of portfolio turnover is
irrelevant when management believes a change is in order to achieve those
objectives, and a fund's annual portfolio turnover rate cannot be anticipated
and may be comparatively high. This disclosure regarding portfolio turnover is a
statement of fundamental policy and may be changed only by a vote of the
shareholders.

Since the management does not take portfolio turnover rate into account in
making investment decisions, (1) the management has no intention of
accomplishing any particular rate of portfolio turnover, whether high or low,
and (2) the portfolio turnover rates should not be considered as a
representation of the rates that will be attained in the future.

OFFICERS AND DIRECTORS

The principal officers and directors of the corporation, their principal
business experience during the past five years, and their affiliations with
Investors Research Corporation and its affiliated companies are listed below.
Unless otherwise noted, the business address of each director and officer is
4500 Main Street, Kansas City, Missouri 64111. Those directors that are
"interested persons" as defined in the Investment Company Act of 1940 are
indicated by an asterisk (*).

JAMES E. STOWERS JR.,* chairman, principal executive officer and director;
chairman, director and controlling shareholder of Twentieth Century Companies,
Inc., parent corporation of Investors Research Corporation and Twentieth Century
Services, Inc.; chairman and director of Investors Research Corporation,
Twentieth Century Services, Inc., Twentieth Century Investors, Inc., Twentieth
Century Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios, Inc.;
father of James E. Stowers III.

JAMES E. STOWERS III,* president and director; president and director,
Twentieth Century Companies, Inc., Twentieth Century Services, Inc., Investors
Research Corporation, Twentieth Century Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc., Twentieth
Century Strategic Asset Allocations, Inc. and TCI Portfolios, Inc.

THOMAS A. BROWN, director; 2029 Wyandotte, Kansas City, Missouri; chief
executive officer, Associated Bearing Company, a corporation officer engaged in
the sale of bearings and power transmission products; director, Twentieth
Century Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Strategic Asset
Allocations, Inc. and TCI Portfolios, Inc.

ROBERT W. DOERING, M.D., director; 6420 Prospect, Kansas City, Missouri;
general surgeon; director, Twentieth Century Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc., Twentieth
Century Strategic Asset Allocations, Inc. and TCI Portfolios, Inc.

LINSLEY L. LUNDGAARD, vice chairman of the board and director; 18648 White
Wing Drive, Rio Verde, Arizona; retired; formerly vice president and national
sales manager, Flour Milling Division, Cargill, Inc.; director, Twentieth
Century Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Strategic Asset Allocations,
Inc. and TCI Portfolios, Inc.

DONALD H. PRATT, director; P.O.Box 419917, Kansas City, Missouri;
president, Butler Manufacturing Company; director, Twentieth Century Investors,
Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century Capital
Portfolios, Inc., Twentieth Century Strategic Asset Allocations, Inc.
and TCI Portfolios, Inc.

LLOYD T. SILVER JR., director; 2300 West 70th Terrace, Mission Hills,
Kansas; president, LSC, Inc., manufacturer's representative; director, Twentieth
Century Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Strategic Asset Allocations,
Inc. and TCI Portfolios, Inc.

M. JEANNINE STRANDJORD, director; 908 West 121st Street, Kansas City,
Missouri; senior vice president and treasurer, Sprint Corporation; director,
Twentieth Century Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Capital Portfolios, Inc., Twentieth Century Strategic Asset
Allocations, Inc. and TCI Portfolios, Inc.

JOHN M. URIE, director; 5511 N.W. Flint Ridge Road, Kansas City, Missouri;
consultant; formerly, director of finance, City of Kansas City, Missouri;
director, Twentieth Century Investors, Inc., Twentieth Century Premium Reserves,
Inc., Twentieth Century Capital Portfolios, Inc.,

Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios, Inc.

WILLIAM M. LYONS, executive vice president, secretary and general counsel;
executive vice president and general counsel, Twentieth Century Investors, Inc.,
Twentieth Century Premium Reserves, Inc., Twentieth Century Capital Portfolios,
Inc., Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios,
Inc.; executive-vice president and general counsel, Twentieth Century Companies,
Inc., Investors Research Corporation and Twentieth Century Services, Inc.

ROBERT T. JACKSON, executive vice president and principal financial
officer; treasurer, Twentieth Century Companies, Inc. and Investors Research
Corporation; executive vice president and treasurer, Twentieth Century Services,
Inc.; executive vice president-finance, Twentieth Century Investors, Inc.,
Twentieth Century Premium Reserves, Inc., Twentieth Century Capital Portfolios,
Inc., Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios,
Inc.; formerly executive vice president, Kemper Corporation.

MARYANNE ROEPKE, CPA, vice president, treasurer and principal accounting
officer; vice president and treasurer, Twentieth Century Investors, Inc.,
Twentieth Century Premium Reserves, Inc., Twentieth Century Capital Portfolios,
Inc., Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios,
Inc.; vice president, Twentieth Century Services, Inc.

PATRICK A. LOOBY, vice president; vice president and secretary, Twentieth
Century Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios, Inc.;
vice president, Twentieth Century Investors, Inc. and Twentieth Century
Services, Inc.

ROBERT J. LEACH, CPA, controller; formerly accountant, Ernst & Young LLP,
Kansas City, Missouri.

The board of directors has established four standing committees: the
executive committee, the audit committee, the compliance committee and the
nominating committee.

Messrs. Stowers Jr., Stowers III and Urie constitute the executive
committee of the board of directors. The committee performs the functions of the
board of directors between meetings of the board, subject to the limitations on
its power set out in the Maryland Corporation Law, and except for matters
required by the Investment Company Act to be acted upon by the whole board.

Messrs. Lundgaard (chairman), Urie and Doering and Ms. Strandjord
constitute the audit committee. The functions of the audit committee include
recommending the engagement of the corporation's independent accountants,
reviewing the arrangements for and scope of the annual audit, reviewing comments
made by the independent accountants with respect to internal controls and the
considerations given or the corrective action taken by management and reviewing
nonaudit services provided by the independent accountants.

Messrs. Brown (chairman), Pratt and Silver constitute the compliance
committee. The functions of the compliance committee include reviewing the
results of the funds' compliance testing program, reviewing quarterly reports
from the manager to the board regarding various compliance matters and
monitoring the implementation of the funds' Code of Ethics, including any
violations thereof.

The nominating committee has as its principal role the consideration and
recommendation of 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 and shareholders. 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. The members of the nominating committee are Messrs. Urie
(chairman), Lundgaard and Stowers III.

The directors of the corporation also serve as directors of Twentieth
Century Investors, Inc.,

Twentieth Century Premium Reserves, Inc., Twentieth Century Capital Portfolios,
Inc., Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios,
Inc., each a registered investment company. Each director who is not an
"interested person" as defined in the Investment Company Act receives for
service as a member of the board of all five of such companies an annual
director's fee of $36,000, and an additional fee of $1,000 per regular board
meeting attended and $500 per special board meeting and audit committee meeting
attended. In addition, those directors who are not "interested persons" and
serve as chairman of a committee of the board of directors receive an additional
$2,000 for such services. These fees and expenses are divided among the six
investment companies based upon their relative net assets. Under the terms of
the management agreement with Investors Research Corporation, the funds are
responsible for paying such fees and expenses. For the most recent fiscal year,
International Equity's share of such fees and expenses was $12,623 and
International Discovery Fund's share was $584.

Set forth below is the aggregate compensation paid for the periods
indicated by the funds and by the Twentieth Century family of mutual funds as a
whole to each director who is not an "interested person" as defined in the
Investment Company Act.

Total Compensation from
Aggregate Compensation the Twentieth Century
DIRECTOR from the Corporation1 Family of Funds2
- --------------------------------------------------------------------------------
THOMAS A. BROWN $1,800 $44,000
ROBERT W. DOERING, M.D. 1,800 44,000
LINSLEY L. LUNDGAARD 1,725 44,000
DONALD H. PRATT 1,070 32,000
LLOYD T. SILVER JR. 1,725 44,000
M. JEANNINE STRANDJORD 1,725 44,000
JOHN M. URIE 1,725 46,000
- --------------------------------------------------------------------------------

1 Includes compensation paid by the corporation for the fiscal year ended
November 30, 1995.

2 Includes compensation paid by the six investment company members of the
Twentieth Century family of funds for the calendar year ended December 31,
1995.

Those directors who are "interested persons," as defined in the Investment
Company Act, receive no fee as such for serving as a director. The salaries of
such individuals, who are also officers of the corporation, are paid by
Investors Research Corporation.

MANAGEMENT

A description of the responsibilities and method of compensation of the
funds' investment manager, Investors Research Corporation ("Investors
Research"), appears in the Prospectus under the caption, "Management."

During the fiscal years ended November 30, 1995, 1994 and 1993, the
management fees paid by International Equity to Investors Research were
$21,967,586, $22,155,449 and $8,125,737 on average net assets of $1,240,949,900,
$1,205,407,244 and $432,127,344. During the fiscal year ended November 30, 1995,
and the period from April 1, 1994 (inception) through November 30, 1994, the
management fees paid by International Discovery Fund to Investors Research were
$2,260,979 and $957,116 on average net assets of $113,067,308 and $71,587,570.

The management agreement 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 shareholders following such execution and for as long thereafter as
its continuance is specifically approved at least annually by (i) the board of
directors of the funds, or by the vote of a majority of the outstanding votes
(as defined in the Investment Company Act), and (ii) by the vote of a majority
of the directors of the funds who are not parties to the agreement or interested
persons of Investors Research, cast in person at a meeting called for the
purpose of voting on such approval.

The management agreement provides that it may be terminated at any time
without payment of any penalty by the board of directors of the funds, or by a
vote of a majority of the funds' shareholders, on 60 days' written notice to
Investors Research, and that it shall be automatically terminated if it is
assigned.

The management agreement provides that Investors Research shall not be
liable to the funds or its shareholders for anything other than willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties.

The management agreement also provides that Investors Research and its
officers, directors and employees may engage in other business, devote time and
attention to any other business whether of a similar or dissimilar nature, and
render services to others.

Certain investments may be appropriate for the funds and also for other
clients advised by Investors Research. 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 in different
amounts and at different times for more than one but less than all clients. In
addition, purchases or sales of the same security may be made for two or more
clients on the same date. Such transactions will be allocated among clients in a
manner believed by Investors Research 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.

Investors Research may aggregate purchase and sale orders of the funds with
purchase and sale orders of its other clients when Investors Research believes
that such aggregation provides the best execution for the funds. The board of
directors of the corporation has approved the policy of Investors Research 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 share transaction
costs on a pro rata basis. Investors Research 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. Investors Research receives no additional compensation or
remuneration as a result of such aggregation.

In addition to managing the funds, on May 31, 1996, Investors Research was
acting as an investment adviser to 13 institutional accounts and to five
registered investment companies, Twentieth Century Investors, Inc., Twentieth
Century Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and TCI Portfolios, Inc.

Twentieth Century Services, Inc. provides physical facilities, including
computer hardware and software and personnel, for the day-to-day administration
of the corporation and of Investors Research. Investors Research pays Twentieth
Century Services, Inc. for such services.

As stated in the Prospectus, all of the stock of Twentieth Century
Services, Inc. and Investors Research is owned by Twentieth Century Companies,
Inc.

CUSTODIANS

UMB Bank, N.A., 10th and Grand, Kansas City, Missouri 64105, and Boatmen's
First National Bank of Kansas City, 10th and Baltimore, Kansas City, Missouri
64105, each serves as custodian of the assets of the funds. 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.

INDEPENDENT ACCOUNTANTS

At a meeting held on December 12, 1995, the board of directors of the
corporation appointed Ernst & Young LLP, One Kansas City Place, 1200 Main
Street, Kansas City, Missouri 64105, as the independent auditors of the funds to
examine the financial statements of the funds for the fiscal year ending
November 30, 1996. The appointment of Ernst & Young was recommended by the audit
committee of the board of directors. As the independent auditors of the funds,
Ernst & Young will provide services including (1) audit of the annual financial
statements, (2) assistance and consultation in connection with SEC filings and
(3) review of the annual federal income tax return filed for each fund by
Twentieth Century.

Baird, Kurtz & Dobson, City Center Square, Suite 2700, 1100 Main Street,
Kansas City, Missouri 64105, served as independent accountants for the funds and
examined the financial statements of the funds for all fiscal years ending prior
to December 1, 1995.

CAPITAL STOCK

The funds' capital stock is described in the Prospectus under the caption,
"Further Information About Twentieth Century."

The corporation currently has three series of shares outstanding. Each
series of shares is further divided into four classes. The funds may in the
future issue additional series or classes of shares without a vote of the
shareholders. The assets belonging to each series or class of shares are held
separately by the custodian and the shares of each series or class represent a
beneficial interest in the principal, earnings and profits (or losses) of
investment and other assets held for that series or class. Your rights as a
shareholder are the same for all series or classes of securities unless
otherwise stated. Within their respective series or class, all shares have equal
redemption rights. Each share, when issued, is fully paid and non-assessable.
Each share, irrespective of series or class, is entitled to one vote for each
dollar of net asset value represented by such share on all questions.

In the event of complete liquidation or dissolution of Twentieth Century,
shareholders of each series or class of shares shall be entitled to receive, pro
rata, all of the assets less the liabilities of that series or class.

MULTIPLE CLASS STRUCTURE

The funds' board of directors has adopted a multiple class plan (the
"Multiclass Plan") pursuant to Rule 18f-3 adopted by the Securities and Exchange
Commission ("SEC"). Pursuant to such plan, the funds may issue up to four
classes of shares: an Investor Class, an Institutional Class, a Service Class
and an Advisor Class.

The Investor Class is made available to investors directly by the
investment manager through its affiliated broker-dealer, Twentieth Century
Services, Inc., for a single unified management fee, without any load or
commission. The Institutional, Service and Advisor Classes are made available to
institutional shareholders or through financial intermediaries that do not
require the same level of shareholder and administrative services from the
manager as Investor Class shareholders. As a result, the manager is able to
charge these classes a lower management fee. In addition to the management fee,
however, Service Class shares are subject to a Shareholder Services Plan
(described below), and the Advisor Class shares are subject to a Master
Distribution and Shareholder Services Plan (also described below). Both 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 the investment company's board of directors and approved by its shareholders.
Pursuant to such rule, the board of directors and initial shareholders of the
funds' Service Class and Advisor Class have approved and entered into a
Shareholder Services Plan, with respect to the Service Class, and a Master
Distribution and Shareholder Services Plan, with respect to the Advisor Class
(collectively, the "Plans"). Both Plans are described beginning on this page.

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. Pursuant to Rule 12b-1,
information with respect to revenues and expenses under the Plans is presented
to the board of directors quarterly for its consideration in connection with its
deliberations as to the continuance of 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
class. 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 the outstanding voting securities of the affected class.

All fees paid under the Plans will be made in accordance with Section 26 of
the Rules of Fair Practice of the National Association of Securities Dealers.

SHAREHOLDER SERVICES PLAN

As described in the prospectus, the funds' Service Class of shares are made
available to participants in employer-sponsored retirement or savings plans and
to persons purchasing through financial intermediaries, such as banks,
broker-dealers and insurance companies. In such circumstances, certain
recordkeeping and administrative services that are provided by the funds'
transfer agent for the Investor Class shareholders may be performed by a plan
sponsor (or its agents) or by a financial intermediary. To enable the funds'
shares to be made available through such plans and financial intermediaries, and
to compensate them for such services, the funds' investment manager has reduced
its management fee by 0.25% per annum with respect to the Service Class shares
and the funds' board of directors has adopted a Shareholder Services Plan.
Pursuant to the Shareholder Services Plan, the Service Class shares pay a
shareholder services fee of 0.25% annually of the aggregate average daily net
assets of the funds' Service Class shares.

Twentieth Century Securities, Inc. (the "Distributor") enters into
contracts with each financial intermediary for the provision of certain
shareholder services and utilizes the shareholder services fees received under
the Shareholder Services Plan to pay for such services. Payments may be made for
a variety of shareholder services, including, but are not limited to, (1)
receiving, aggregating and processing purchase, exchange and redemption requests
from beneficial owners (including contract owners of insurance products that
utilize the funds as underlying investment media) of shares and placing
purchase, exchange and redemption orders with the Distributor; (2) providing
shareholders with a service that invests the assets of their accounts in shares
pursuant to specific or pre-authorized instructions; (3) processing dividend
payments from a fund on behalf of shareholders and assisting shareholders in
changing dividend options, account designations and addresses; (4) providing and
maintaining elective services such as wire transfer services; (5) acting as
shareholder of record and nominee for beneficial owners; (6) maintaining account

records for shareholders and/or other beneficial owners; (7) issuing
confirmations of transactions; (8) providing subaccounting with respect to
shares beneficially owned by customers of third parties or providing the
information to a fund as necessary for such subaccounting; (9) preparing and
forwarding shareholder communications from the funds (such as proxies,
shareholder reports, annual and semiannual financial statements and dividend,
distribution and tax notices) to shareholders and/or other beneficial owners;
(10) providing other similar administrative and sub-transfer agency services;
and (11) paying "service fees" for the provision of personal, continuing
services to investors, as contemplated by the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD") (collectively referred
to as "Shareholder Services"). Shareholder Services do not include those
activities and expenses that are primarily intended to result in the sale of
additional shares of the funds.

MASTER DISTRIBUTION
AND SHAREHOLDER SERVICES PLAN

As described in the Prospectus, the funds' Advisor Class of shares is also
made available to participants in employer-sponsored retirement or savings plans
and to persons purchasing through financial intermediaries, such as banks,
broker-dealers and insurance companies. The Distributor enters into contracts
with various banks, broker-dealers, insurance companies and other financial
intermediaries with respect to the sale of the funds' shares and/or the use of
the funds' shares in various investment products or in connection with various
financial services.

As with the Service Class, certain recordkeeping and administrative
services that are provided by the funds' transfer agent for the Investor Class
shareholders may be performed by a plan sponsor (or its agents) or by a
financial intermediary for shareholders in the Advisor Class. In addition to
such services, the financial intermediaries provide various distribution
services.

To enable the funds' shares to be made available through such plans and
financial intermediaries, and to compensate them for such services, the funds'
investment manager has reduced its management fee by 0.25% per annum with
respect to the Advisor Class shares and the funds' board of directors has
adopted a Master Distribution and Shareholder Services Plan (the "Distribution
Plan"). Pursuant to such Plan, the Advisor Class shares pay the Distributor a
fee of 0.50% annually of the aggregate average daily net assets of the funds'
Advisor Class shares, 0.25% of which is paid for Shareholder Services (as
described above) and 0.25% of which is paid for distribution services.

Distribution services include any activity undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares, which
services may include but are not limited to, (1) the payment of sales
commission, ongoing commissions and other payments to brokers, dealers,
financial institutions or others who sell Advisor Class shares pursuant to
Selling Agreements; (2) compensation to registered representatives or other
employees of Distributor who engage in or support distribution of the funds'
Advisor Class shares; (3) compensation to, and expenses (including overhead and
telephone expenses) of, Distributor; (4) the printing of prospectuses,
statements of additional information and reports for other than existing
shareholders; (5) the preparation, printing and distribution of sales literature
and advertising materials provided to the funds' shareholders and prospective
shareholders; (6) receiving and answering correspondence from prospective
shareholders, including distributing prospectuses, statements of additional
information and shareholder reports; (7) the providing of facilities to answer
questions from prospective investors about fund shares; (8) complying with
federal and state securities laws pertaining to the sale of fund shares; (9)
assisting investors in completing application forms and selecting dividend and
other account options; (10) the providing of other reasonable assistance in
connection with the

distribution of fund shares; (11) the organizing and conducting of sales
seminars and payments in the form of transactional compensation or promotional
incentives; (12) profit on the foregoing; (13) the payment of "service fees" for
the provision of personal, continuing services to investors, as contemplated by
the Rules of Fair Practice of the National Association of Securities Dealers;
Inc. ("NASD") and (14) such other distribution and services activities as the
manager determines may be paid for by the funds pursuant to the terms of this
Agreement and in accordance with Rule 12b-1 of the Investment Company Act.

TAXES

Each fund has elected to be taxed under subchapter M of the Internal
Revenue Code (the "Code") as a regulated investment company. If it qualifies, it
will not be subject to U.S. federal income tax (other than any tax resulting
from investing in passive foreign investment companies, as discussed below) on
net ordinary income and net capital gains, which are distributed to its
shareholders within certain time periods specified in the Code. Amounts not
distributed on a timely basis would be subject to federal corporate income tax
and possibly to a nondeductible 4% excise tax.

Each fund intends to distribute annually all of its net ordinary income and
net capital gains.

Distributions from net investment income and net short-term capital gains
are taxable to shareholders as ordinary income. The dividend-received deduction
available to corporate shareholders for dividends received from a fund will
apply to ordinary income distributions only to the extent that they are
attributable to the fund's dividend income from U.S. corporations. In addition,
the dividends-received deduction will be limited if the shares with respect to
which the dividends are received are treated as debt-financed or are deemed to
have been held less than 46 days by a fund.

Distributions from net long-term capital gains are taxable to a shareholder
as long-term capital gains regardless of the length of time the shares on which
such distributions are paid have been held by the shareholder. However,
shareholders should note that any loss realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term capital loss
to the extent of any distribution of long-term capital gain to the shareholder
with respect to such shares.

Income from foreign securities purchased by a fund may be reduced by a
withholding tax at the source. If, as of the end of any fiscal year, more than
50% of the assets of a fund are invested in securities of foreign corporations,
the fund may make an election that will result in the shareholder having the
option to elect either to deduct their pro rata share of the foreign taxes paid
by the fund or to use their pro rata share of the foreign taxes paid by the fund
in calculating the foreign tax credit to which they are entitled. Distributions
by a fund will be treated as U.S. source income for purposes other than
computing the foreign tax credit limitation.

If a fund invests in the securities of certain foreign investment funds or
trusts called passive foreign investment companies, the fund may be subject to
federal corporate income taxation on a portion of any "excess distribution" with
respect to, or gain from the disposition of, such securities. The tax would be
determined by allocating such distribution or gain ratability to each day of the
fund's holding period for the stock. The distribution or gain so allocated to
any taxable year of the fund, other than the taxable year of the excess
distribution for disposition, would be taxed to the fund at the highest marginal
rate in effect for such year, and the tax would be further increased by an
interest charge. Any amount of distribution or gain allocated to the taxable
year of the distribution or disposition would be included in the fund's taxable
income. In the alternative, the fund may elect to recognize cumulative gains on
such investments as of the last day of its fiscal year and distribute to
shareholders.

Redemption of shares of a fund will be a taxable transaction for federal
income tax purposes, and shareholders will generally recognize gain or loss in
an amount equal to the difference between the basis of the shares and the amount
received. Assuming that shareholders hold such shares as a capital asset, the
gain or loss will be a capital gain or loss and will generally be long term if
shareholders have held such shares for a period of more than one year. If a loss
is realized on the redemption of fund shares, the reinvestment in additional
fund shares within 30 days before or after the redemption may be subject to the
"wash sale" rules of the Code, resulting in a postponement of the recognition of
such loss for federal income tax purposes.

In addition to the federal income tax consequences described above relating
to an investment in a fund, there may be other federal, state or local tax
considerations that depend upon the circumstances of each particular investor.
Prospective shareholders are therefore urged to consult their tax advisers with
respect to the effect of this investment on their own specific situations.

BROKERAGE

Under the management agreement between the funds and Investors Research,
Investors Research has the responsibility of selecting brokers 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, Investors Research may take into consideration the factors discussed under
this caption when selecting brokers.

Investors Research receives statistical and other information and services
without cost from brokers and dealers. Investors Research 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. Investors
Research proposes to continue to place some of the funds' brokerage business
with one or more brokers who provide information and services. Such information
and services provided to Investors Research will be in addition to and not in
lieu of services required to be performed for the funds by Investors Research.
Investors Research does not utilize brokers that provide such information and
services for the purpose of reducing the expense of providing required services
to the funds.

In the fiscal years ended November 30, 1995, 1994 and 1993, International
Equity paid brokerage commissions in the amount of $12,351,904, $18,168,517 and
$7,545,898. In the fiscal year ended November 30, 1995, and the period from
April 1, 1994 (inception) through November 30, 1994, International Discovery
Fund paid brokerage commissions in the amount of $1,434,299 and
$901,470.

The brokerage commissions paid by the funds may exceed those which 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 effects securities
transactions may be used by Investors Research in servicing all of its accounts,
and not all such services may be used by Investors Research in managing the
portfolio of the corporation.

The staff of the Securities and Exchange Commission 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 manager believe that the
facilities, expert personnel and technological systems of a broker enable the
corporation 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 normally place their over-the-counter

transactions with principal market makers, but also may deal on a brokerage
basis when utilizing electronic trading networks or as circumstances warrant.

PERFORMANCE ADVERTISING
FUND PERFORMANCE

FUND PERFORMANCE

Individual fund performance may be compared to various indices including
the Standard & Poor's 500 Index, the Dow Jones World Index, the IFC Global
Composite Index and the Morgan Stanley Capital International Europe, Australia,
Far East Index (EAFE Index).

The following tables set forth the average annual total return of the funds
for the periods indicated. Average annual total return is calculated by
determining cumulative total return for the stated period and then computing the
annual compound return that would produce the cumulative total return if the
funds' performance had been constant over that period. Cumulative total return
includes all elements of return, including reinvestment of dividends and capital
gains distributions. Annualization of the funds' return assumes that the partial
year performance will be constant throughout the period. Actual returns through
the period may be greater or less than the annualized data.

INTERNATIONAL EQUITY
- --------------------------------------------------------------------------------
Year ended
November 30, 1995 5.93%

May 9, 1991 (Inception)
through November 30, 1995 12.23%
- --------------------------------------------------------------------------------

INTERNATIONAL DISCOVERY FUND
- --------------------------------------------------------------------------------
Year ended
November 30, 1995 5.75%

April 1, 1994 (Inception)
through November 30, 1995 8.23%
- --------------------------------------------------------------------------------

The funds also may elect to advertise cumulative total return over various
time periods. The International Equity fund's cumulative total return for the
period from its inception through November 30, 1995, was 69.28%. The
International Discovery Fund's cumulative total return for the period from its
inception through November 30, 1995, was 14.00%.

ADDITIONAL PERFORMANCE COMPARISONS

Investors may judge the performance of the funds by comparing their
performance to the performance of other mutual funds or mutual fund portfolios
with comparable investment objectives and policies through various mutual fund
or market indices such as the EAFE(R) Index and those prepared by Dow Jones &
Co., Inc., Standard & Poor's Corporation, Shearson Lehman Brothers, Inc. and The
Russell 2000 Index, and to data prepared by Lipper Analytical Services, Inc.,
Morningstar, Inc. and the Consumer Price Index. Comparisons also may be made to
indices or data published in Money, Forbes, Barron's, The Wall Street Journal,
The New York Times, Business Week, Pensions and Investments, USA Today and other
similar publications or services. In addition to performance information,
general information about the funds that appears in a publication such as those
mentioned above or in the prospectus under the heading "Performance Advertising"
may be included in advertisements and in reports to shareholders.

PERMISSIBLE ADVERTISING INFORMATION

From time to time, the funds may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to shareholders: (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost averaging); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of

past or anticipated portfolio holdings for one or more of the funds; (5)
descriptions of investment strategies for one or more of the funds; (6)
descriptions or comparisons of various savings and investment products
(including, but not limited to, qualified retirement plans and individual stocks
and bonds), which may or may not include the funds; (7) comparisons of
investment products (including the funds) with relevant market or industry
indices or other appropriate benchmarks; (8) discussions of fund rankings or
ratings by recognized rating organizations; and (9) testimonials describing the
experience of persons who have invested in one or more of the funds. The funds
also may include calculations, such as hypothetical compounding examples, which
describe hypothetical investment results in such communications. Such
performance examples will be based on an express set of assumptions and are not
indicative of the performance of any of the funds.

REDEMPTIONS IN KIND

The funds' policy with regard to large redemptions is described in the
Prospectus under the heading "Special Requirements for Large Redemptions."

The corporation has elected to be governed by Rule 18f-1 under the
Investment Company Act, pursuant to which the corporation is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net asset value
of a fund during any 90-day period for any one shareholder. If shares are
redeemed in kind, the redeeming shareholder might incur brokerage costs in
converting the assets to cash. The method of valuing portfolio securities used
to make redemptions in kind will be the same as the method of valuing portfolio
securities described in the prospectus under the caption "How Share Price is
Determined," and such valuation will be made as of the same time the redemption
price is determined.

HOLIDAYS

The funds do not determine the net asset value of their shares on days when
the New York Stock Exchange is closed. Currently, the Exchange is closed on
Saturdays and Sundays, and on holidays, namely New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

FINANCIAL STATEMENTS

The financial statements of the funds' for the fiscal year ended November
30, 1995 are included in the Annual Report to shareholders for that period which
is incorporated herein by reference. In addition, the funds' unaudited financial
statements for the six months ended May 31, 1996, are included in the Semiannual
Report to shareholders which is incorporated herein by reference. With respect
to the unaudited financial statements incorporated herein, all adjustments, in
the opinion of management, necessary for a fair presentation of the financial
position and results of operations for the periods indicated. The results of
operations of the funds for the respective periods indicated are not necessarily
indicative of the results for the entire year. You may receive copies without
charge upon request to the funds at the address and phone number shown on the
cover of this statement.

This page has been left blank for your notes.

TWENTIETH CENTURY
INTERNATIONAL
GROWTH FUNDS

STATEMENT OF
ADDITIONAL INFORMATION

SEPTEMBER 3, 1996

TWENTIETH CENTURY MUTUAL FUNDS
and THE BENHAM GROUP
- --------------------------------------------------

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200
- --------------------------------------------------
Person-to-person assistance:
1-800-345-2021 OR 816-531-5575
- --------------------------------------------------
Automated Information Line:
1-800-345-8765
- --------------------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865
- --------------------------------------------------
Fax: 816-340-7962
- --------------------------------------------------
Internet: HTTP://WWW.TWENTIETH-CENTURY.COM
- --------------------------------------------------
TWENTIETH CENTURY
WORLD INVESTORS
- --------------------------------------------------------------------------------
SH-BKT-5018 [recycled logo]
9609 RECYCLED