AMERICAN CENTURY WORLD MUTUAL FUNDS INC
497, 1997-01-15
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                      STATEMENT OF ADDITIONAL INFORMATION

                                 [company logo]
                                    American
                                  Century(sm)

                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                                   TWENTIETH
                                    CENTURY
                                    GROUP(R)

                              International Growth
                            International Discovery
                             Emerging Markets Fund

                                 [front cover]


                      STATEMENT OF ADDITIONAL INFORMATION

                               SEPTEMBER 3, 1996

                            REVISED JANUARY 1, 1997

                   AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

This Statement is not a prospectus  but should be read in  conjunction  with the
current Prospectus of American Century World Mutual Funds, Inc., dated September
3,  1996.  Please  retain  this  document  for future  reference.  To obtain the
Prospectus, call American 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

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 ..........................................6
Officers and Directors ......................................7
Management ..................................................8
Custodians ..................................................9
Independent Auditors .......................................10
Capital Stock ..............................................10
Multiple Class Structure ...................................10
Taxes ......................................................12
Brokerage ..................................................13
Performance Advertising ....................................14
Redemptions in Kind ........................................15
Holidays ...................................................15
Financial Statements .......................................15

Statement of Additional Information                                            1


INVESTMENT OBJECTIVES OF THE FUNDS

     The investment objective of each series of shares of American Century World
Mutual Funds,  Inc. is described on page 2 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 without shareholder approval.  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 is our policy to retain maximum flexibility in management without
restrictive  provisions  as to  the  proportion  of  one  or  another  class  of
securities that may be held,  subject to the investment  restrictions  described
below.  It is the manager's  intention that each fund will generally  consist of
common stocks.  However,  the 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 our 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.

2                                                   American Century Investments


(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  advisors,  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 SEC. 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  Growth and  International  Discovery 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 SEC nor any other  agency of the  federal or state  government
participates  in  or  supervises  the  funds'  management  or  their  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

Statement of Additional Information                                            3


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   Growth   may  invest   only  in   investment-grade
obligations,  while  International  Discovery and the 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
manager to be sound investments.

     Fixed  income  securities  ratings  provide  the  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
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

4                                                   American Century Investments


     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. 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

Statement of Additional Information                                            5


     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 manager 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 funds intend 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,  the manager 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 the  manager  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.

6                                                   American Century Investments


     Since the manager  does not take  portfolio  turnover  rate into account in
making investment  decisions,  (1) the manager 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 the
funds' investment manager, American Century Investment Management,  Inc. and its
transfer agent, American Century Services Corporation,  are listed below. Unless
otherwise  noted,  the business address of each director and officer is American
Century Tower, 4500 Main Street,  Kansas City, Missouri 64111. All persons named
as officers of the Corporation also serve in similar  capacities for other funds
advised by the manager. 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 of the Board and  Director;  Chairman of
the Board,  Director and controlling  shareholder of American Century Companies,
Inc., parent  corporation of American Century  Investment  Management,  Inc. and
American  Century  Services  Corporation;  Chairman of the Board and Director of
American  Century  Investment  Management,  Inc. and American  Century  Services
Corporation; father of James E. Stowers III.

     JAMES E. STOWERS III,*  President,  Chief  Executive  Officer and Director;
President,  Chief Executive  Officer and Director,  American Century  Companies,
Inc.  American  Century  Investment   Management,   Inc.  and  American  Century
Services Corporation.

     THOMAS A. BROWN,  Director;  2029 Wyandotte,  Kansas City, Missouri;  Chief
Executive  Officer,  Associated  Bearing Company,  a corporation  engaged in the
sale of bearings and power transmission products.

     ROBERT W. DOERING,  M.D., Director;  6420 Prospect,  Kansas City, Missouri;
general surgeon.

     D.  D.  (DEL)  HOCK,  Director;   1225  Seventeenth  Street  #900,  Denver,
Colorado;  Chairman,  President  and Chief  Executive  Officer,  Public  Service
Company of Colorado.

     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.

     DONALD  H.  PRATT,  Director;  P.O.  Box  419917,  Kansas  City,  Missouri;
President, Butler Manufacturing Company.

     LLOYD T. SILVER  JR.,  Director;  2300 West 70th  Terrace,  Mission  Hills,
Kansas; President, LSC, Inc., manufacturer's representative.

     M.  JEANNINE  STRANDJORD,  Director;  908 West 121st  Street,  Kansas City,
Missouri; Senior Vice President and Treasurer, Sprint Corporation.

     WILLIAM M.  LYONS,  Executive  Vice  President,  Chief  Operating  Officer,
Secretary  and  General  Counsel;  Executive  Vice  President,  Chief  Operating
Officer  and  General  Counsel,  American  Century  Companies,   Inc.,  American
Century Investment Management, Inc. and American Century Services Corporation.

     ROBERT  T.  JACKSON,  Executive  Vice  President  and  Principal  Financial
Officer;  Executive Vice President and Treasurer,  American  Century  Companies,
Inc.,  American  Century  Investment  Management,   Inc.  and  American  Century
Services Corporation; formerly Executive Vice President, Kemper Corporation.

     MARYANNE ROEPKE,  CPA, Vice President,  Treasurer and Principal  Accounting
Officer; Vice President, American Century Services Corporation.

     PATRICK  A.  LOOBY,  Vice  President;  Vice  President,   American  Century
Services Corporation.

     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 Lundgaard  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),   Doering  and  Hock  and  Ms.  Strandjord
constitute the Audit Committee. The functions of the Audit Committee include

Statement of Additional Information                                            7


recommending the engagement of the funds'  independent  auditors,  reviewing the
arrangements for and scope of the annual audit,  reviewing  comments made by the
independent  auditors with respect to internal  controls and the  considerations
given or the  corrective  action  taken by  management  and  reviewing  nonaudit
services provided by the independent auditors.

     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.  Pratt
(chairman), Lundgaard and Stowers III.

     The  Directors of the  corporation  also serve as Directors for other funds
advised by the  manager.  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 $44,000,  and an
additional fee of $1,000 per regular Board meeting attended and $500 per special
Board meeting and 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 the
manager,  the funds are responsible  for paying such fees and expenses.  For the
most recent fiscal year,  International Growth's share of such fees and expenses
was $12,623 and International Discovery's share was $584.

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

                            Aggregate         Total Compensation from
                        Compensation from       the American Century
Director                 the Corporation 1        Family of Funds 2
- -----------------------------------------------------------------------------
Thomas A. Brown               $1,800                  $44,000
Robert W. Doering, M.D.        1,800                   44,000
Linsley L. Lundgaard           1,725                   46,000
Donald H. Pratt                1,070                   28,000
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 fifteen investment company members of the
     American  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 funds, are paid by the manager.

MANAGEMENT

     A description of the  responsibilities  and method of  compensation  of the
funds' investment manager, American Century Investment Management, Inc., 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  Growth to the manager 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 to the manager 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

8                                                   American Century Investments


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 funds' Board of Directors, 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 the manager,  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 funds' Board of Directors, or by a vote of
a  majority  of the  funds'  shareholders,  on 60 days'  written  notice  to the
manager, and that it shall be automatically terminated if it is assigned.

     The management  agreement  provides that the manager 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 the manager 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 the manager.  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.

     The  manager  may  aggregate  purchase  and sale  orders of the funds  with
purchase  and sale orders of its other  clients when the manager  believes  that
such aggregation  provides the best execution for the funds. The funds' Board of
Directors has approved the policy of the manager 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.  The
manager  will not  aggregate  portfolio  transactions  of the  funds  unless  it
believes such  aggregation is consistent with its duty to seek best execution on
behalf  of the  funds and the terms of the  management  agreement.  The  manager
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

     In addition to managing the funds,  on May 31, 1996, the manager was acting
as an investment  advisor to 13  institutional  accounts and to five  registered
investment  companies,  American  Century Mutual Funds,  Inc.,  American Century
Premium Reserves,  Inc.,  American Century Capital  Portfolios,  Inc.,  American
Century Strategic Asset Allocations, Inc. and TCI Portfolios, Inc.

     American  Century  Services   Corporation   provides  physical  facilities,
including  computer  hardware  and software and  personnel,  for the  day-to-day
administration  of the funds  and of the  manager.  The  manager  pays  American
Century Services Corporation for such services.

     As  stated  in the  Prospectus,  all  of  the  stock  of  American  Century
Services Corporation and American Century Investment  Management,  Inc. is owned
by American Century Companies, Inc.

CUSTODIANS

     UMB Bank, N.A., 10th and Grand,  Kansas City,  Missouri 64105, and Commerce
Bank, N.A. 1000 Walnut, 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.

Statement of Additional Information                                            9


INDEPENDENT AUDITORS

     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
American 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 American 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  the  funds,
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 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,  American  Century
Investment 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

10                                                  American Century Investments


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.

     American Century Investment Services,  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 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


Statement of Additional Information                                           11


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 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 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

12                                                  American Century Investments


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 Internal  Revenue 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 advisors with
respect to the effect of this investment on their own specific situations.

BROKERAGE

     Under the  management  agreement  between  the funds and the  manager,  the
manager  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, the manager may take into  consideration  the factors  discussed under this
caption when selecting brokers.

     The manager receives statistical and other information and services without
cost from  brokers and  dealers.  The manager  evaluates  such  information  and
services,  together with all other  information that it may have, in supervising
and managing the investments of the funds. Because such information and services
may vary in amount,  quality  and  reliability,  their  influence  in  selecting
brokers varies from none to very  substantial.  The manager 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 the
manager  will be in  addition  to and not in lieu  of  services  required  to be
performed  for the funds by the manager.  The manager  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
Growth paid brokerage commissions in the amount of $12,351,904, $18,168,517

Statement of Additional Information                                           13


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
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 the manager in servicing all of its  accounts,  and
not all such  services may be used by the manager in managing the  portfolios of
the funds.

     The  staff of the SEC has  expressed  the view  that  the  best  price  and
execution  of  over-the-counter  transactions  in  portfolio  securities  may be
secured by dealing directly with principal  market makers,  thereby avoiding the
payment of compensation to another broker. In certain  situations,  the officers
of the funds and the manager believe that the facilities,  expert  personnel and
technological systems of a broker enable the funds to secure as good a net price
by dealing with a broker instead of a principal market maker, even after payment
of  the   compensation   to  the  broker.   The  funds   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

     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 EAFE(R) 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 Growth
- ----------------------------------------------------------------
Year ended
November 30, 1995                               5.93%

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

International Discovery
- ----------------------------------------------------------------
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. International Growth's cumulative total return for the period from
its inception through November 30, 1995, was 69.28%.  International  Discovery'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

14                                                  American Century Investments


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 funds are  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 securities  delivered will be selected at the
sole  discretion  of the  manager.  Such  securities  will  not  necessarily  be
representative  of the entire  portfolio and may be securities  that the manager
regards as least desirable.  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 have
been made.  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 of the Annual and  Semiannual  Reports  without  charge upon
request to the funds at the address and phone  number shown on the cover of this
Statement of Additional Information.

Statement of Additional Information                                           15


                                     NOTES

16                                                  American Century Investments


                                     NOTES

                                                                              17


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: www.americancentury.com

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                                  Century(sm)

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