AMERICAN CENTURY WORLD MUTUAL FUNDS INC
497, 1997-09-15
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                                   PROSPECTUS

                            [american century logo]
                                    American
                                Century(reg.sm)

                                 APRIL 1, 1997
                            Revised September 15, 1997

                                   TWENTIETH
                                CENTURY(reg.tm)
                                     GROUP

                             International Growth
                            International Discovery
                               Emerging Markets

INVESTOR CLASS


                         AMERICAN CENTURY INVESTMENTS
                                FAMILY OF FUNDS

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.

                 AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century          Twentieth Century
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                                                       International Growth
                                                     International Discovery
                                                         Emerging Markets


                                  PROSPECTUS

                                 APRIL 1, 1997
                          Revised September 15, 1997

                      International Growth * International
                          Discovery * Emerging Markets

                                INVESTOR CLASS

                   AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

    American  Century  World Mutual Funds,  Inc., is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering  a variety  of  investment  opportunities.  Three of the funds from our
Twentieth  Century  Group of  funds  are  described  in this  Prospectus.  Their
investment  objectives are listed on page 2 of this Prospectus.  The other funds
are described in separate prospectuses.

    The funds described in this Prospectus invest primarily in equity securities
of foreign  issuers.  Investment  in  securities  of foreign  issuers  typically
involves a greater degree of risk than investment in domestic securities. Please
read "RISK FACTORS," page 10.

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

    This Prospectus  gives you information  about the funds that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated April 1, 1997,  and filed with the  Securities  and  Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                       AMERICAN CENTURY INVESTMENTS
                    4500 Main Street * P.O. Box 419200
              Kansas City, Missouri 64141-6200 * 1-800-345-2021
                      International calls: 816-531-5575
                  Telecommunications Device for the Deaf:
                1-800-634-4113 * In Missouri: 816-444-3485
                     Internet: www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

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.


PROSPECTUS                                                                1


                      INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL GROWTH FUND

    The investment  objective of International  Growth  (formerly  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  "REDEMPTION OF SHARES IN LOW-BALANCE  ACCOUNTS,"
page 20.

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL DISCOVERY FUND

    The investment objective of International  Discovery (formerly 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. The minimum investment amount for this fund is $10,000.

    SHARES OF INTERNATIONAL  DISCOVERY  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.

AMERICAN CENTURY -- TWENTIETH CENTURY
EMERGING MARKETS FUND

    The investment  objective of Emerging  Markets 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  in
emerging market countries that are 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. The minimum investment
amount for this fund is $10,000.

    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.


2      INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

 Investment Objectives of the Funds .........................................2
 Transaction and Operating Expense Table ....................................4
 Financial Highlights .......................................................5

 INFORMATION REGARDING THE FUNDS

 Investment Policies of the Funds ...........................................7
    International Growth ....................................................7
    International Discovery .................................................7
    Emerging Markets ........................................................8
    Policies Applicable to All Funds ........................................8
 Risk Factors ..............................................................10
    Investing in Foreign Securities Generally ..............................10
    Investing in Smaller Companies .........................................11
    Investing in Emerging Market Countries .................................11
    Investing in Lower-Quality Debt Instruments ............................11
 Other Investment Practices, Their Characteristics
 and Risks .................................................................12
    Forward Currency Exchange Contracts ....................................12
    Indirect Foreign Investment ............................................13
    Sovereign Debt Obligations .............................................13
    Portfolio Turnover .....................................................13
    Repurchase Agreements ..................................................13
    When-Issued Securities .................................................13
    Short Sales ............................................................14
    Rule 144A Securities ...................................................14
 Performance Advertising ...................................................14

 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 American Century Investments ..............................................16
 Investing in American Century .............................................16
 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 Online Access ...............................................17
            By Wire ........................................................17
            In Person ......................................................17
       Automatic Investment Plan ...........................................17
  How to Exchange from One Account to Another ..............................18
            By Mail ........................................................18
            By Telephone ...................................................18
            By Online Access ...............................................18
 How to Redeem Shares ......................................................18
            By Mail ........................................................19
            By Telephone ...................................................19
            By Check-A-Month ...............................................19
            Other Automatic Redemptions ....................................19
       Redemption Proceeds .................................................19
            By Check .......................................................19
            By Wire and ACH ................................................19
       Special Requirements for Large Redemptions ..........................19
       Redemption of Shares in Low-Balance Accounts ........................20
  Signature Guarantee ......................................................20
  Special Shareholder Services .............................................20
            Automated Information Line .....................................21
            Online Account Access ..........................................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 .................................................22

 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
    Tax-Deferred Accounts ..................................................25
    Taxable Accounts .......................................................26
 Management ................................................................27
    Investment Management ..................................................27
    Code of Ethics .........................................................28
    Transfer and Administrative Services ...................................28
 Distribution of Fund Shares ...............................................28
 Further Information About American Century ................................29


PROSPECTUS                                        TABLE OF CONTENTS       3

<TABLE>
<CAPTION>
                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                 International   International    Emerging
                                                                    Growth        Discovery       Markets

SHAREHOLDER TRANSACTION EXPENSES:

<S>                                                                <C>           <C>              <C> 
Maximum Sales Load Imposed on Purchases ...........................   none           none            none

Maximum Sales Load Imposed on Reinvested Dividends ................   none           none            none

Deferred Sales Load ...............................................   none           none            none

Redemption Fee(1) .................................................   none          none(2)          none

Exchange Fee ......................................................   none           none            none

ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):

Management Fees(3) ................................................ 1.42%(4)       1.75%(4)        2.00%(4)

12b-1 Fees ........................................................   none           none            none

Other Expenses(5) .................................................   0.00%          0.00%           0.00%

Total Fund Operating Expenses(3) .................................. 1.42%(4)       1.75%(4)        2.00%(4)

EXAMPLE:

You would pay the following expenses on a                 1 year      $ 14          $ 18            $ 20
$1,000 investment, assuming a 5% annual return and       3 years        45            55              62
redemption at the end of each time period(3):            5 years        77            94             107
                                                        10 years       169           205             231


(1)  REDEMPTION PROCEEDS SENT BY WIRE ARE SUBJECT TO A $10 PROCESSING FEE.

(2)  SHARES OF INTERNATIONAL  DISCOVERY 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 18.

(3)  ASSUMES, IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION  GUIDELINES,
     THAT THE ASSETS OF INTERNATIONAL GROWTH AND INTERNATIONAL  DISCOVERY REMAIN
     CONSTANT AT $1,346,410,495  AND $377,128,391,  RESPECTIVELY,  THE ASSETS OF
     THE FUNDS AS OF NOVEMBER 30, 1996. A PORTION OF THE  MANAGEMENT  FEE MAY BE
     PAID BY THE FUNDS'  MANAGER  TO  UNAFFILIATED  THIRD  PARTIES  WHO  PROVIDE
     RECORDKEEPING AND ADMINISTRATIVE SERVICES THAT WOULD OTHERWISE BE PERFORMED
     BY AN AFFILIATE OF THE MANAGER. SEE "MANAGEMENT-TRANSFER AND ADMINISTRATIVE
     SERVICES," PAGE 28.

(4)  INTERNATIONAL GROWTH PAYS AN ANNUAL MANAGEMENT FEE OF 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;  INTERNATIONAL
     DISCOVERY PAYS AN ANNUAL  MANAGEMENT FEE OF 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;  AND EMERGING MARKETS PAYS
     AN  ANNUAL  MANAGEMENT  FEE  EQUAL TO 2.00% OF THE FIRST  $500  MILLION  OF
     AVERAGE NET ASSETS,  1.50% OF THE NEXT $500  MILLION OF AVERAGE NET ASSETS,
     AND 1.25% OF AVERAGE NEXT ASSETS OVER $1 BILLION.

(5)  OTHER  EXPENSES,  WHICH  INCLUDES  THE FEES AND EXPENSES  (INCLUDING  LEGAL
     COUNSEL  FEES) OF  THOSE  DIRECTORS  WHO ARE NOT  "INTERESTED  PERSONS"  AS
     DEFINED IN THE INVESTMENT COMPANY ACT, WERE LESS THAN 0.01 OF 1% OF AVERAGE
     NET ASSETS FOR THE MOST RECENT FISCAL YEAR.
</TABLE>

  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 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.  The  difference in the fee
structures  among the classes is the result of their separate  arrangements  for
shareholder  and  distribution  services and not the result of any difference in
amounts  charged  by  the  manager  for  core  investment   advisory   services.
Accordingly,  the core  investment  advisory  expenses  do not vary by class.  A
difference in fees will result in different  performance  for the other classes.
For additional  information about the various classes,  see "FURTHER INFORMATION
ABOUT AMERICAN CENTURY," page 29.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                             INTERNATIONAL GROWTH

  The Financial  Highlights  for the fiscal year ended  November 30, 1996,  have
been audited by Ernst & Young LLP,  independent  auditors,  whose report thereon
appears in the fund's 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. The Financial Highlights for the periods ended on or before November 30,
1995, have been audited by Baird, Kurtz & Dobson,  independent  certified public
accountants. The information presented is for a share outstanding throughout the
years ended November 30, except as noted.

                                              1996         1995          1994        1993          1992         1991(1)

PER-SHARE DATA

<S>                                           <C>          <C>           <C>         <C>           <C>           <C>  
Net Asset Value, Beginning of Period .......  $7.51        $7.47         $7.34       $5.79         $5.33         $5.10
                                           ----------   ----------   ----------  ----------    ----------    ----------
Income From Investment Operations

    Net Investment Income (Loss) ...........(0.01)(2)      0.01         (0.04)      (0.04)         0.06          0.01

    Net Realized and Unrealized Gain
    on Investment Transactions .............  1.24         0.40          0.57        1.78          0.41          0.22
                                           ----------   ----------   ----------  ----------    ----------    ----------
    Total From Investment Operations .......  1.23         0.41          0.53        1.74          0.47          0.23
                                           ----------   ----------   ----------  ----------    ----------    ----------
Distributions

    From Net Investment Income ............. (0.01)         --            --        (0.04)        (0.01)          --

    In Excess of Net Investment Income .....   --           --            --        (0.15)          --            --

    From Net Realized Gains
    on Investment Transactions .............   --         (0.37)        (0.40)        --            --            --
                                           ----------   ----------   ----------  ----------    ----------    ----------
    Total Distributions .................... (0.01)       (0.37)        (0.40)      (0.19)        (0.01)          --
                                           ----------   ----------   ----------  ----------    ----------    ----------
Net Asset Value, End of Period .............  $8.73        $7.51         $7.47       $7.34         $5.79         $5.33
                                           ==========   ==========   ==========  ==========    ==========    ==========
    Total Return(3) ........................ 16.35%        5.93%         7.28%      31.04%         8.77%         4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ......................1.65%(4)       1.77%         1.84%       1.90%         1.91%       1.93%(5)

Ratio of Net Investment Income (Loss)
to Average Net Assets ...................... (0.07)%       0.25%        (0.53)%     (0.34)%        0.95%       0.26%(5)

Portfolio Turnover Rate ....................  158%         169%          242%        255%          180%           84%

Average Commission Paid per
Investment Security Traded ................. $0.0195      $0.0020        --(6)       --(6)         --(6)         --(6)

Net Assets, End of Period (in thousands) ..$1,342,608   $1,210,442    $1,316,642   $759,238      $215,346       $43,076

(1)  MAY 9, 1991, (INCEPTION) THROUGH NOVEMBER 30, 1991.

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

(3)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(4)  THE MANAGER HAD  VOLUNTARILY  WAIVED A PORTION OF ITS  MANAGEMENT  FEE FROM
     AUGUST 1, 1996,  THROUGH  NOVEMBER 30, 1996. IN ABSENCE OF THE WAIVER,  THE
     RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.76%.

(5)  ANNUALIZED.

(6)  DISCLOSURE OF AVERAGE  COMMISSION  PAID PER INVESTMENT  SECURITY TRADED WAS
     NOT REQUIRED PRIOR TO THE YEAR ENDED NOVEMBER 30, 1995.
</TABLE>


PROSPECTUS                                     FINANCIAL HIGHLIGHTS       5

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                            INTERNATIONAL DISCOVERY

  The Financial  Highlights  for the fiscal year ended  November 30, 1996,  have
been audited by Ernst & Young LLP,  independent  auditors,  whose report thereon
appears in the fund's 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. The Financial Highlights for the periods ended on or before November 30,
1995, have been audited by Baird, Kurtz & Dobson,  independent  certified public
accountants. The information presented is for a share outstanding throughout the
years ended November 30, except as noted.

                                                                     1996                1995              1994(1)

PER-SHARE DATA

<S>                                                                  <C>                 <C>                <C>  
Net Asset Value, Beginning of Period .............................   $5.70               $5.39              $5.00
                                                                  -----------        -----------        -----------
Income From Investment Operations

    Net Investment Income (Loss) ................................. (0.02)(2)             0.03              (0.02)

    Net Realized and Unrealized Gain
    on Investment Transactions ...................................   1.95                0.28               0.41
                                                                  -----------        -----------        -----------
    Total From Investment Operations .............................   1.93                0.31               0.39
                                                                  -----------        -----------        -----------
Distributions

    From Net Investment Income ...................................  (0.01)                --                 --

    In Excess of Net Investment Income ...........................  (0.02)                --                 --
                                                                  -----------        -----------        -----------
    Total Distributions ..........................................  (0.03)                --                 --
                                                                  -----------        -----------        -----------
Net Asset Value, End of Period ...................................   $7.60               $5.70              $5.39
                                                                  ===========        ===========        ===========
    Total Return(3) ..............................................  34.06%               5.75%              7.80%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ................ 1.88%(4)              2.00%            2.00%(5)

Ratio of Net Investment Income (Loss) to Average Net Assets ......  (0.31)%              0.27%           (0.48)%(5)

Portfolio Turnover Rate ..........................................   130%                168%                56%

Average Commission Paid per Investment Security Traded ...........  $0.0054             $0.0040             --(6)

Net Assets, End of Period (in thousands) ......................... $377,128            $114,579           $111,202

(1)  APRIL 1, 1994, (INCEPTION) THROUGH NOVEMBER 30, 1994.

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

(3)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(4)  THE MANAGER HAD  VOLUNTARILY  WAIVED A PORTION OF ITS  MANAGEMENT  FEE FROM
     AUGUST 1, 1996,  THROUGH  NOVEMBER 30, 1996. IN ABSENCE OF THE WAIVER,  THE
     RATIO OF OPERATING EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.99%.

(5)  ANNUALIZED.

(6)  DISCLOSURE OF AVERAGE  COMMISSION  PAID PER INVESTMENT  SECURITY TRADED WAS
     NOT REQUIRED PRIOR TO THE YEAR ENDED NOVEMBER 30, 1995.
</TABLE>


6     FINANCIAL HIGHLIGHTS                      AMERICAN CENTURY INVESTMENTS


                        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 listed on page 2 of this Prospectus,  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 THE FUNDS.

INTERNATIONAL GROWTH

    The investment objective of the International Growth 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 and 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. or
BBB or  better  by  Standard  & Poor's  Corporation,  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).

INTERNATIONAL DISCOVERY

    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.

    DUE TO THE SIGNIFICANT RISKS ASSOCIATED WITH THE FUND'S INVESTMENT STRATEGY,
AN INVESTMENT IN THE FUND MAY NOT BE APPROPRIATE  FOR ALL  INVESTORS.  See "RISK
FACTORS," page 10.

    The fund may invest in securities of any type of


PROSPECTUS                           INFORMATION REGARDING THE FUNDS       7


issuer, including closed-end investment companies,  governments and governmental
entities,   as  well  as   corporations,   partnerships   and   other   business
organizations.  The manager  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 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 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.

EMERGING MARKETS

    The investment objective of the Emerging Markets Fund is capital growth. The
fund will seek to achieve its investment  objective by investing primarily in an
internationally  diversified  portfolio of equity  securities  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 the  securities  of  issuers in  emerging  market  countries.  The
securities  in which the fund may  invest  include  not only the  securities  of
issuers  located or principally  traded in emerging market  countries,  but also
include the  securities of issuers  which derive a significant  portion of their
business from emerging market countries. DUE TO THE SIGNIFICANT RISKS ASSOCIATED
WITH  INVESTING  IN  EMERGING  MARKETS,  AN  INVESTMENT  IN THE  FUND MAY NOT BE
APPROPRIATE FOR ALL INVESTORS. See "RISK FACTORS," page 10.

    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 manager
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 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  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.

POLICIES APPLICABLE TO ALL FUNDS

    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


8     INFORMATION REGARDING THE FUNDS          AMERICAN CENTURY INVESTMENTS


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,  or whose
principal trading market is outside the United States.

    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 24.

    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 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 manager, to achieve better-than-average  appreciation. If, in
the opinion of the 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.


PROSPECTUS                          INFORMATION REGARDING THE FUNDS       9


    At the same time, however, the 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.  Potential investors should
carefully consider the following factors:

    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.

    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 enforce ownership rights, 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 25.

    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.

    CLEARANCE  AND  SETTLEMENT  RISK.   Foreign  securities  markets  also  have
different clearance and settlement procedures, and in certain markets there have
been times  when  settlements  have been  unable to keep pace with the volume of
securities  transactions,  making it  difficult  to conduct  such  transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the funds are  uninvested and no return is earned  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


10     INFORMATION REGARDING THE FUNDS          AMERICAN CENTURY INVESTMENTS


entered into a contract to sell the security, liability to the purchaser.

    As a result,  these funds are  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 the funds will pursue.  An investment in the
funds  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 SMALLER COMPANIES

    International  Discovery  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 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.

    The  funds may not  always  purchase  securities  on the  principal  market.
Depositary receipts,  depositary shares, or other equity equivalents ("DRs") may
be purchased if considered to be more attractive than the underlying securities.
DRs are typically issued by a bank or trust company  evidencing  ownership of an
underlying foreign security. In emerging markets countries, the funds may invest
in DRs which are structured by a bank or trust company  without the  sponsorship
of the underlying foreign issuer. In addition to the risks of foreign investment
applicable  to the  underlying  securities,  such  unsponsored  DRs may  also be
subject to the risks  that the  foreign  issuer may not be obliged to  cooperate
with the bank,  may not provide  financial or other  information to the bank, or
may dispute or refuse to recognize  the ownership of the  underlying  securities
which may result in a loss of the fund's investment.

INVESTING IN LOWER-QUALITY DEBT INSTRUMENTS

    There are no credit,  maturity  or  investment  amount  restrictions  on the
bonds, corporate debt


PROSPECTUS                         INFORMATION REGARDING THE FUNDS      11


securities,  and  government  obligations in which  International  Discovery and
Emerging  Markets  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, THEIR CHARACTERISTICS AND RISKS

    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 a fund'
s portfolio  may 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.

    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, the fund may enter into a forward 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." The 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  the  fund's  portfolio  securities  or  other  assets
denominated in, or whose value is tied to, that currency.

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

    If the fund enters into a forward currency exchange 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


12     INFORMATION REGARDING THE FUNDS           AMERICAN CENTURY INVESTMENTS


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  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5 and 6 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
manager  believes  that the rate of  portfolio  turnover is  irrelevant  when it
determines  that  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 the funds
pay  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 fund's investment policies.

    A repurchase  agreement  occurs when a fund  purchases  an  interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future  (usually  less than one week later) at a higher  price.  The  repurchase
price reflects an agreed-upon  interest rate during the time the fund's money is
invested in the security and is  considered by the staff of the SEC to be a loan
by  the  fund.  Since  the  interest-bearing  obligation  purchased  constitutes
security for the repurchase obligation, a repurchase agreement can be considered
a loan collateralized by the interest-bearing obligation.

    A fund's risk in connection with repurchase agreements is the ability of the
seller  to pay the  repurchase  price  on the  repurchase  date.  If the  seller
defaults, the fund may incur costs, delays or losses.

    The funds will enter into repurchase  agreements only with those  commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory  by the funds' manager  pursuant to criteria  adopted by the funds'
Board of Directors.

WHEN-ISSUED SECURITIES

    Each fund may  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 may 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


PROSPECTUS                        INFORMATION REGARDING THE FUNDS      13


custodian. No income will accrue to the fund prior  to delivery.

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 securities equivalent in kind and amount to the
securities being sold short. Such  transactions  allow the 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, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  investors rather than the
general  public.  Although  Rule  144A  securities  are  considered  "restricted
securities," they are not necessarily illiquid.

    With respect to securities eligible for resale under Rule 144A, the staff of
the Securities and Exchange Commission 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.  The staff also acknowledges  that,
while the Board retains ultimate  responsibility,  it may delegate this function
to the manager. Accordingly, the Board has established guidelines and procedures
for  determining  the  liquidity of Rule 144A  securities  and has delegated the
day-to-day  function of determining the liquidity of Rule 144A securities to the
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  is  limited  to  certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its 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).

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 for 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.

    The funds 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.  In addition,  fund  performance  may be
compared to well-known  indices of market  performance  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). 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


14     INFORMATION REGARDING THE FUNDS           AMERICAN CENTURY INVESTMENTS


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,
and that 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.


PROSPECTUS                              INFORMATION REGARDING THE FUNDS       15


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

    The funds  offered by this  Prospectus  are a part of the  American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-2021  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one account.  If  additional  copies of financial  reports and  prospectuses  or
separate  mailing  of  account  statements  is  desired,  please  call us at the
above-referenced telephone number.

INVESTING IN AMERICAN CENTURY

    The  following  section  explains how to invest in American  Century  funds,
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,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS," page 22.

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 International Growth 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 and Emerging Markets is
$10,000. To keep an International  Discovery or Emerging Markets 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  "REDEMPTION OF SHARES IN LOW-BALANCE  ACCOUNTS," 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.

    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 American Century Investments.

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:


16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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

(*)  BENEFICIARY (BNF):
     American Century Services Corporation
     4500 Main St., Kansas City, Missouri 64111

(*)  BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
     2804918

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

(*)  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):

    *    Taxpayer identification or Social Security
         number.

    *    If more than one account,  account numbers and amount to be invested in
         each account.

    *    Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether IRA,  SEP-IRA,  SARSEP-IRA,  SIMPLE Employer or SIMPLE
         Employee.

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 American Century account. See this
page for more information on exchanges.

IN PERSON

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

    4500 Main Street 
    Kansas City, Missouri 64111

    4917 Town Center Drive 
    Leawood, Kansas 66211

    1665 Charleston Road 
    Mountain View, California 94043

    2000 S. Colorado Blvd. 
    Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

    Subsequent  investments  may  be  made  by an  automatic  bank,  payroll  or
government direct deposit (see "AUTOMATIC INVESTMENT PLAN," this page) or by any
of  the  methods  below.  The  minimum  investment  requirement  for  subsequent
investments:  $250 for checks submitted without the investment slip 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 investment
slip portion of a previous statement or confirmation.  If the investment 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 AN INVESTMENT 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 ONLINE ACCESS

    Once  your  account  is open,  you may make  investments  online if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

BY WIRE

    You may make  subsequent  investments  by  wire.  Follow  the wire  transfer
instructions on page 16 and indicate your account number.

IN PERSON

    You  may  make  subsequent  investments  in  person  at one of our  Investor
Centers. The locations of our four Investor 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


PROSPECTUS            HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS         17


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 Investor Services Representatives.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

    As long as you meet any minimum  investment  requirements,  you may exchange
your fund  shares to our other  funds up to six times per year per  account.  An
exchange  request will be processed as of the same day it is received,  if it is
received  before the funds' net asset values are  calculated,  which is one hour
prior to the close of the New York Stock  Exchange  for the funds  issued by the
American Century Target  Maturities  Trust, and at the close of the Exchange for
all of our other funds. See "WHEN SHARE PRICE IS DETERMINED," page 24.

    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 19.

    IN ORDER TO  DISCOURAGE  THE EXCHANGE OF SHARES OF  INTERNATIONAL  DISCOVERY
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 fund
reserves  its right to modify its 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  American
Century account to another. For additional information,  please see our Investor
Services Guide.

BY TELEPHONE

    You can make exchanges over the telephone  (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.

BY ONLINE ACCESS

    You  can  make  exchanges  online  if  you  have  authorized  us  to  accept
instructions  over the  Internet.  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

    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 19.

    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.

    IN ORDER TO DISCOURAGE THE REDEMPTION OF SHARES OF  INTERNATIONAL  DISCOVERY
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 fund reserves its right to modify its policy  regarding this  redemption fee
or to waive such policy in whole or in part for certain classes of investors.


18 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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.   See  "SIGNATURE
GUARANTEE," page 20.

BY TELEPHONE

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

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 or to request a brochure,  please call an
Investor Services Representative.

OTHER AUTOMATIC REDEMPTIONS

    If you have at least a $10,000  balance  in your  account,  you may elect to
make  redemptions  automatically by authorizing us to send funds directly to you
or your account at a bank or other  financial  institution.  To set up automatic
redemptions, call one of our Investor 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 the funds' right to redeem 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


PROSPECTUS              HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       19


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.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

    INTERNATIONAL  GROWTH.  If at any  time  you  have an  International  Growth
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 Plan of $50 or more per month.
If the  investment  is not made or the automatic  investment is not  established
within 90 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 Growth will not apply to
Individual Retirement Accounts,  403(b) accounts and other types of tax-deferred
retirement plan accounts.

    INTERNATIONAL  DISCOVERY  AND EMERGING  MARKETS.  If at any time you have an
International  Discovery or Emerging  Markets  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 90 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

    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:

    *    redeeming more than $25,000; or

    *    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:


20 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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.

ONLINE ACCOUNT ACCESS

    You   may   contact   us  24   hours   a  day,   seven   days   a  week   at
www.americancentury.com  to access  your  funds'  daily  share  prices,  receive
updates on major market indices and view  historical  performance of your funds.
If you select "Full  Services" on your  application,  you can use your  personal
access code and Social Security number to view your account balances and account
activity,  make subsequent investments from your bank account or exchange shares
from one fund to another.

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.

    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:

    *    Individual Retirement Accounts (IRAs);

    *    403(b) plans for employees of public school
         systems and non-profit organizations; or

    *    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.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       21


  (4)    Transactions  requesting  a  specific  price and date,  other than open
         orders, will be refused.  Once you have mailed or otherwise transmitted
         your  transaction  instructions  to us,  they  may not be  modified  or
         canceled.

  (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  advisor 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 American Century  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.

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS

    Information   contained  in  our  Investor   Services   Guide   pertains  to
shareholders who invest directly with American Century rather than through an


22 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


employer-sponsored retirement plan or through a 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 American Century 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  Service  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.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       23


                    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. For all American Century funds, except funds issued by the American
Century Target  Maturities  Trust, net asset value is determined at the close of
regular trading on each day that the New York Stock Exchange is open,  usually 3
p.m.  Central  time.  The net asset values for the Target  Maturities  funds are
determined one hour prior to the close of the Exchange.

    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  agents  before the time as of which the net asset
value is  determined,  are effective on, and will receive the price  determined,
that day.  Investment,  redemption and exchange requests received thereafter are
effective on, and receive the price  determined on, the next day the Exchange is
open.

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the fund 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  time as of  which  the net  asset  value  of the fund is
determined, 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 for receiving  orders 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, if that
is earlier.  That 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


24     ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


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.

    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  values of the  Investor  Class of  International  Growth  and
International Discovery are published in leading newspapers daily. The net asset
value of the Investor Class of Emerging  Markets will be published in newspapers
when the fund meets the minimum size  requirements  for  listing.  The net asset
value of each fund may be  obtained by calling us or by  accessing  our Web site
(www.americancentury.com).

DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains, if any, 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. Please consult our Investor Services Guide for further  information
regarding your distribution options.

    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,"
this page.

TAXES

    Each fund has elected to be taxed 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.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       25


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  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 25.

    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 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 advisor 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 us that omit your Social  Security number or
tax  identification  number will  subject us 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 cap-


26     ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


ital 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.

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,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  Its principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment portfolio of each fund and
directs the purchase and sale of their investment securities. It 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 teams managing the funds described in
this  Prospectus  and  their  work  experience  for the past  five  years are as
follows:

    HENRIK STRABO, Vice President and Portfolio Manager, joined American Century
in 1993 as an Investment  Analyst of the International  Growth and International
Discovery  team and has been a Portfolio  Manager member of the team since 1994.
Prior to joining American Century, Mr. Strabo was Vice President,  International
Equity Sales with Barclays de Zoete Wedd from 1991 to 1993.

    MARK S. KOPINSKI,  Vice President and Portfolio  Manager,  rejoined American
Century in April 1997. From June 1995 to March 1997, Mr. Kopinski served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to June
1995,  Mr.  Kopinski was a Vice  President  and  Portfolio  Manager for American
Century.  He  is a  member  of  the  teams  that  manage  International  Growth,
International  Discovery  and the Emerging  Markets Fund. He was a member of the
International  Growth and  International  Discovery  teams at their inception in
1991.

    MICHAEL J. DONNELLY,  Vice President and Portfolio Manager,  joined American
Century in August 1997. From July 1993 to July 1997, Mr. Donnelly served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to July
1993, Mr.  Donnelly  served as Assistant Vice President for Korea First Bank. He
is a member of the team that manages the Emerging Markets Fund.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  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 Investor  Class of the funds,  the manager
receives an annual fee  calculated  as a percentage of the average net assets of
the fund as follows:

Fund                                             Percent of Average Net Assets
- --------------------------------------------------------------------------------

International Growth                                 1.50% of first $1 billion
                                                  1.20% of the next $1 billion
                                                         1.10% over $2 billion

International Discovery                            1.75% of first $500 million
                                                1.40% of the next $500 million
                                                         1.20% over $1 billion

Emerging Markets                                   2.00% of first $500 million
                                                1.50% of the next $500 million
                                                         1.25% 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


PROSPECTUS                 ADDITIONAL INFORMATION YOU SHOULD KNOW             27


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 the  manager  are higher than the
fees paid by the various  other funds in the  American  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 the  manager  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  information  found  on pages 5 and 6 of this  Prospectus  to the same
ratio of the other funds.

    The  management  agreement also provides that the funds' 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 the  manager  have  adopted  a Code of Ethics  that  restricts
personal  investing  practices by  employees of the manager 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
Managers  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

    American  Century  Services  Corporation,  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 the manager.

    Certain  recordkeeping and  administrative  services that would otherwise be
performed  by the transfer  agent may be  performed  by an insurance  company or
other  entity  providing  similar  services for various  retirement  plans using
shares  of the  funds as a  funding  medium,  by  broker-dealers  and  financial
advisors  for their  customers  investing  in shares of  American  Century or by
sponsors of multi mutual fund no- or low-transaction  fee programs.  The manager
or an affiliate may enter into contracts to pay them for such  recordkeeping and
administrative services out of the management fee paid to it by the funds.

    Although  there is no sales  charge  levied by the  funds,  transactions  in
shares of the funds may be executed by brokers or investment advisors who charge
a transaction-based  fee or other fee for their services.  Such charges may vary
among broker- dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer or financial  advisor and not remitted to the funds or the
manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.

    From time to time,  special  services  may be  offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses associated with these special services will be paid by the manager.

    The manager and the transfer agent are both wholly owned by American Century
Companies,  Inc.  James  E.  Stowers,  Jr.,  Chairman  of the  funds'  Board  of
Directors,  controls  American Century Companies by virtue of his ownership of a
majority of its common stock.

DISTRIBUTION OF FUND SHARES

    The funds' shares are distributed by American Century Investment Services,
Inc., a registered


28   ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


broker-dealer and an affiliate of the manager. The manager pays all expenses for
promoting and  distributing  the Investor  Class of 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 AMERICAN CENTURY

    American  Century World Mutual  Funds,  Inc.,  the issuer of the funds,  was
organized as a Maryland corporation on December 28, 1990.

    The corporation 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 the funds is 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 (international calls: 816-531-5575).

    American  Century World Mutual Funds,  Inc. issues three series of $0.01 par
value  shares.  Each  series  is  commonly  referred  to as a fund.  The  assets
belonging to each series of shares are held separately by the custodian.

    American  Century  offers four classes of each of the funds  offered by this
Prospectus:  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. The difference
in the fee  structures  among  the  classes  is the  result  of  their  separate
arrangements for shareholder and distribution services and not the result of any
difference  in  amounts  charged by the  manager  for core  investment  advisory
services.  Accordingly,  the core  investment  advisory  expenses do not vary by
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.

    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  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.


PROSPECTUS                    ADDITIONAL INFORMATION YOU SHOULD KNOW          29


P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
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 816-444-3485

FAX: 816-340-7962

www.americancentury.com

                            [american century logo]
                                    American
                                Century(reg.sm)

9709           [recycled logo]
SH-BKT-9193       Recycled
<PAGE>
                                   PROSPECTUS

                             [american century logo]
                                    American
                                 Century(reg.sm)

                                  APRIL 1,1997
                           Revised September 15, 1997

                                    TWENTIETH
                                 CENTURY(reg.tm)
                                      GROUP

                              International Growth
                             International Discovery
                                Emerging Markets

ADVISOR CLASS


                         AMERICAN CENTURY INVESTMENTS

                                FAMILY OF FUNDS

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.

                 AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                 American Century         Twentieth Century
     Group (reg. tm)                Group                     Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                                                        International Growth
                                                      International Discovery
                                                         Emerging Markets


                                  PROSPECTUS

                                 APRIL 1, 1997
                          Revised September 15, 1997

                      International Growth * International
                          Discovery * Emerging Markets

                                 ADVISOR CLASS
                   AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

    American  Century  World Mutual  Funds,  Inc. is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  and  low-load
mutual funds covering a variety of investment opportunities.  Three of the funds
from our  Twentieth  Century  Group  are  described  in this  Prospectus.  Their
investment  objectives  are  described on page 2 of this  Prospectus.  The other
funds are described in separate prospectuses.

    The funds described in this Prospectus invest primarily in equity securities
of foreign  issuers.  Investment  in  securities  of foreign  issuers  typically
involves a greater degree of risk than investment in domestic securities. Please
read "Risk Factors," page 11.

    Each fund's shares offered by this Prospectus (the Advisor Class shares) are
sold at their net asset value with no sales charges or commissions.  The Advisor
Class  shares are  subject  to Rule  12b-1  services  and  distribution  fees 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. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated April 1, 1997,  and filed with the  Securities  and  Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                       AMERICAN CENTURY INVESTMENTS
                    4500 Main Street * P.O. Box 419385
             Kansas City, Missouri 64141-6385 * 1-800-345-3533
                    International calls: 816-531-5575
                  Telecommunications Device for the Deaf:
                1-800-345-1833 * In Missouri: 816-444-3038
                     Internet: www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

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.


PROSPECTUS                                                                 1


                      INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL GROWTH FUND

    The investment  objective of International  Growth  (formerly  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 manager to have  prospects  for
appreciation.  The fund will  invest  primarily  in  securities  of  issuers  in
developed markets.

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL DISCOVERY FUND

    The investment objective of International  Discovery (formerly 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 INTERNATIONAL  DISCOVERY  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.

AMERICAN CENTURY -- TWENTIETH CENTURY
EMERGING MARKETS FUND

    The investment  objective of Emerging  Markets 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  in
emerging market countries that are 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.


2            INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

Investment Objectives of the Funds .........................................2
Transaction and Operating Expense Table ....................................4
Financial Highlights .......................................................5
Performance Information of Other Class .....................................6

INFORMATION REGARDING THE FUNDS
Investment Policies of the Funds ...........................................8
    International Growth ...................................................8
    International Discovery ................................................8
    Emerging Markets .......................................................9
    Policies Applicable to All Funds .......................................9
Risk Factors ..............................................................11
    Investing in Foreign Securities Generally .............................11
    Investing in Smaller Companies ........................................12
    Investing in Emerging Market Countries ................................12
    Investing in Lower Quality Debt Instruments ...........................12
Other Investment Practices, Their  Characteristics
  and Risks ...............................................................13
    Forward Currency Exchange Contracts ...................................13
    Indirect Foreign Investment ...........................................14
    Sovereign Debt Obligations ............................................14
    Portfolio Turnover ....................................................14
    Repurchase Agreements .................................................14
    When-Issued Securities ................................................14
    Short Sales ...........................................................15
    Rule 144A Securities ..................................................15
Performance Advertising ...................................................15

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
How to Purchase and Sell American Century Funds ...........................17
How to Exchange from One American Century
  Fund to Another .........................................................17
How to Redeem Shares ......................................................17
Special Requirements for Large Redemptions ................................18
Telephone Services ........................................................18
    Investors 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 .....................................................................20
    Tax-Deferred Accounts .................................................20
    Taxable Accounts ......................................................20
Management ................................................................22
    Investment Management .................................................22
    Code of Ethics ........................................................23
    Transfer and Administrative Services ..................................23
Distribution of Fund Shares ...............................................23
    Services and Distribution Fees ........................................23
Further Information About American Century ................................24


PROSPECTUS                                         TABLE OF CONTENTS       3

<TABLE>
<CAPTION>
                                  TRANSACTION AND OPERATING EXPENSE TABLE

                                                                     International  International      Emerging
                                                                         Growth       Discovery        Markets
<S>                                                                  <C>            <C>               <C>   
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases ..............................    none            none            none
Maximum Sales Load Imposed on Reinvested Dividends ...................    none            none            none
Deferred Sales Load ..................................................    none            none            none
Redemption Fee .......................................................    none            none (1)        none
Exchange Fee .........................................................    none            none            none

ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):
Management Fees(2) ...................................................   1.17% (3)       1.50% (3)       1.75% (3)
12b-1 Fees(4) ........................................................   0.50%           0.50%           0.50%
Other Expenses(5) ....................................................   0.00%           0.00%           0.00%
Total Fund Operating Expenses(2) .....................................   1.67% (3)       2.00% (3)       2.25% (3)

EXAMPLE:
You would pay the following expenses on a                   1 year        $ 17           $ 20            $ 23
$1,000 investment, assuming a 5% annual return and         3 years          52             62              70
redemption at the end of each time period(2):              5 years          90            107             119
                                                          10 years         196            231             256


(1) Shares of International  Discovery  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 American Century Fund to Another," page 17 and
    "How to Redeem Shares," page 17.

(2) Assumes, in accordance with Securities and Exchange  Commission  guidelines,
    that the assets of International  Growth and International  Discovery remain
    constant at $1,346,410,495 and $377,128,391, respectively, the assets of the
    funds as of November 30, 1996. A portion of the  management  fee may be paid
    by  the  funds'   manager  to   unaffiliated   third   parties  who  provide
    recordkeeping and administrative  services that would otherwise be performed
    by an affiliate of the manager. See  "Management-Transfer and Administrative
    Services," page 23.

(3) International  Growth 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;  International
    Discovery  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;  and Emerging  Markets pays
    an annual  management  fee of 1.75% of the first $500 million of average net
    assets,  1.25% of the next $500 million of average net assets,  and 1.00% of
    average net assets over $1 billion.

(4) 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
    "Service and Distribution Fees," page 23.

(5) Other  expenses,  which  includes  the fees and  expenses  (including  legal
    counsel fees) of those directors who are not "interested persons" as defined
    in the  Investment  Company  Act,  were less than 0.01 of 1% of average  net
    assets for the most recent fiscal year.
</TABLE>

  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.  The difference in the fee structures  among the classes is the result of
their separate  arrangements for shareholder and  distribution  services and not
the  result  of any  difference  in  amounts  charged  by the  manager  for core
investment advisory services. Accordingly, the core investment advisory expenses
do not vary by class. A difference in fees will result in different  performance
for those classes.  For additional  information about the various classes, see "
Further Information About American Century," page 24.


4    TRANSACTION AND OPERATING EXPENSE TABLE       AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                             INTERNATIONAL GROWTH

  The sale of the  Advisor  Class of the fund  commenced  on  October  2,  1996.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on May 9, 1991, is presented on page 6.

  The Financial Highlights for the period presented have been audited by Ernst &
Young LLP,  independent  auditors,  whose report  thereon  appears in the fund's
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.  The
information  presented is for a share  outstanding  throughout  the period ended
November 30, 1996.

                                                                  1996(1)
PER-SHARE DATA

<S>                                                                <C>  
Net Asset Value, Beginning of Period ............................  $8.41
                                                                 ---------

Income From Investment Operations

  Net Investment (Loss)(2) ...................................... (0.01)

  Net Realized and Unrealized Gain
  on Investment Transactions ....................................   0.32
                                                                 ---------

  Total From Investment Operations ..............................   0.31
                                                                 ---------

Net Asset Value, End of Period ..................................  $8.72
                                                                 =========

  Total Return(3) ...............................................  3.69%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses to Average Net Assets .............  1.67%(4)

  Ratio of Net Investment (Loss) to Average Net Assets .......... (0.76)%(4)

  Portfolio Turnover Rate .......................................   158%

  Average Commission Paid per Investment Security Traded ........ $0.0195

  Net Assets, End of Period (in thousands) ...................... $3,803

(1)  October  2,  1996  (commencement  of sale  of the  Advisor  Class)  through
     November 30, 1996.

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

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

(4) Annualized.
</TABLE>


PROSPECTUS                                     FINANCIAL HIGHLIGHTS       5

<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS
                             INTERNATIONAL GROWTH

  The original  class of shares of  International  Growth were  designated the "
Investor Class"  effective  September 3, 1996. The financial  information in the
following table reflects the performance of the fund's Investor Class of shares.
Investor  Class shares have a total  expense  ratio that is 0.25% lower than the
Advisor Class shares  offered by this  Prospectus.  Had the Advisor Class shares
been in existence for the fund for the time periods  presented,  the performance
results for that class would be lower as a result of the additional expense.

  The  performance  information for the fiscal year ended November 30, 1996, has
been audited by Ernst & Young LLP,  independent  auditors,  whose report thereon
appears in the fund's 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. The Financial Highlights for the periods ended on or before November 30,
1995, have been audited by Baird, Kurtz & Dobson,  independent  certified public
accountants.   The  information   presented  is  for  an  Investor  Class  share
outstanding throughout the years ended November 30, except as noted.

                                                    1996         1995        1994       1993        1992      1991(1)
PER-SHARE DATA

<S>                                                <C>          <C>          <C>        <C>         <C>        <C>  
Net Asset Value, Beginning of Period .........     $7.51        $7.47        $7.34      $5.79       $5.33      $5.10
                                                ----------   ----------   ----------  ---------  ---------  ----------

Income From Investment Operations

   Net Investment Income (Loss) .............. (0.01)(2)         0.01       (0.04)     (0.04)        0.06       0.01

   Net Realized and Unrealized Gain
   on Investment Transactions ................      1.24         0.40         0.57       1.78        0.41      0.22
                                                ----------   ----------   ----------  ---------  ---------  ----------

   Total From Investment Operations ..........      1.23         0.41         0.53       1.74        0.47      0.23
                                                ----------   ----------   ----------  ---------  ---------  ----------

Distributions

   From Net Investment Income ................    (0.01)           --           --     (0.04)      (0.01)        --

   In Excess of Net Investment Income ........       --            --           --     (0.15)         --         --

   From Net Realized Gains
   on Investment Transactions ................       --        (0.37)       (0.40)         --         --         --
                                                ----------   ----------   ----------  ---------  ---------  ----------
   Total Distributions .......................    (0.01)       (0.37)       (0.40)     (0.19)     (0.01)         --
                                                ----------   ----------   ----------  ---------  ---------  ----------
Net Asset Value, End of Period ...............     $8.73        $7.51        $7.47      $7.34      $5.79      $5.33
                                                ==========   ==========   ==========  =========  =========  ==========

   Total Return(3) ...........................    16.35%        5.93%        7.28%     31.04%      8.77%      4.51%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses
   to Average Net Assets .....................  1.65%(4)        1.77%        1.84%      1.90%      1.91%   1.93%(5)

   Ratio of Net Investment Income (Loss)
   to Average Net Assets .....................   (0.07)%        0.25%      (0.53)%    (0.34)%      0.95%   0.26%(5)

   Portfolio Turnover Rate ...................      158%         169%         242%       255%       180%       84%

   Average Commission Paid per
   Investment Security Traded ................   $0.0195      $0.0020        --(6)      --(6)      --(6)     --(6)

   Net Assets, End of Period (in thousands) ..$1,342,608   $1,210,442   $1,316,642   $759,238   $215,346    $43,07


(1) May 9, 1991, (inception) through November 30, 1991.

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

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

(4)  The manager had  voluntarily  waived a portion of its  management  fee from
     August 1, 1996,  through  November 30, 1996. In absence of the waiver,  the
     ratio of operating expenses to average net assets would have been 1.76%.

(5) Annualized.

(6)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended November 30, 1995.
</TABLE>


6     PERFORMANCE INFORMATION OF OTHER CLASS       AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS
                            INTERNATIONAL DISCOVERY

  The Advisor Class of the fund was  established  September 3, 1996,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per-share  data  for the  fund
reflects  the  performance  of the fund's  original  class of shares,  which was
redesignated  the "Investor Class" of shares,  effective  September 3, 1996. The
Investor  Class shares have a total  expense  ratio that is 0.25% lower than the
Advisor Class. Had the Advisor Class been in existence for the fund for the time
periods presented, the fund's performance information would be lower as a result
of the additional expense.

  The Financial  Highlights  for the fiscal year ended  November 30, 1996,  have
been audited by Ernst & Young LLP,  independent  auditors,  whose report thereon
appears in the fund's 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. The Financial Highlights for the periods ended on or before November 30,
1995, have been audited by Baird, Kurtz & Dobson,  independent  certified public
accountants. The information presented is for a share outstanding throughout the
years ended November 30, except as noted.

                                                                1996              1995         1994(1)

PER-SHARE DATA

<S>                                                             <C>               <C>           <C>  
Net Asset Value, Beginning of Period ....................       $5.70             $5.39         $5.00
                                                            ----------        ----------    ----------
Income From Investment Operations

  Net Investment Income (Loss) ..........................   (0.02)(2)              0.03        (0.02)

  Net Realized and Unrealized Gain
  on Investment Transactions ............................        1.95              0.28          0.41
                                                            ----------        ----------    ----------
  Total From Investment Operations ......................        1.93              0.31          0.39
                                                            ----------        ----------    ----------
Distributions

  From Net Investment Income ............................      (0.01)                 -             -
                                                            ----------        ----------    ----------
  In Excess of Net Investment Income ....................      (0.02)                 -             -
                                                            ----------        ----------    ----------
  Total Distributions ...................................      (0.03)                 -             -
                                                            ----------        ----------    ----------
Net Asset Value, End of Period ..........................       $7.60            $5.70          $5.39
                                                            ==========        ==========    ==========
Total Return(3) .........................................      34.06%            5.75%          7.80%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .......    1.88%(4)            2.00%       2.00%(5)

Ratio of Net Investment Income (Loss) to Average 
  Net Assets ............................................     (0.31)%            0.27%     (0.48)%(5)

Portfolio Turnover Rate .................................        130%             168%            56%

Average Commission Paid per Investment Security Traded ..     $0.0054          $0.0040           -(6)

Net Assets, End of Period (in thousands) ................    $377,128         $114,579       $111,202

(1) April 1, 1994, (inception) through November 30, 1994.

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

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

(4) The  manager had  voluntarily  waived a portion of its  management  fee from
    August 1, 1996,  through  November 30, 1996.  In absence of the waiver,  the
    ratio of operating expenses to average net assets would have been 1.99%.

(5) Annualized.

(6) Disclosure of average commission paid per investment security traded was not
    required prior to the year ended November 30, 1995.
</TABLE>


PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS           7


                        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 listed on page 2 of this Prospectus,  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 11 BEFORE MAKING AN INVESTMENT IN THE FUNDS.

INTERNATIONAL GROWTH

    The investment objective of the International Growth 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 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  and 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. or
BBB or  better  by  Standard  & Poor's  Corporation,  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).

INTERNATIONAL DISCOVERY

    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.

    DUE TO THE SIGNIFICANT RISKS ASSOCIATED WITH THE FUND'S INVESTMENT STRATEGY,
AN INVESTMENT IN THE FUND MAY NOT BE APPROPRIATE  FOR ALL  INVESTORS.  See "Risk
Factors," page 11.

    The  fund  may  invest  in  securities  of any  type  of  issuer,  including
closed-end investment companies,


8     INFORMATION REGARDING THE FUNDS             AMERICAN CENTURY INVESTMENTS


governments and governmental entities, as well as corporations, partnerships and
other business organizations.  The manager 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 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  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 manager,  market conditions  warrant.  No more than 15% of
the fund's assets may be invested in illiquid investments at any time.

EMERGING MARKETS

    The investment objective of the Emerging Markets Fund is capital growth. The
fund will seek to achieve its investment  objective by investing primarily in an
internationally  diversified  portfolio of equity  securities  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 the  securities  of  issuers in  emerging  market  countries.  The
securities  in which the fund may  invest  include  not only the  securities  of
issuers  located or principally  traded in emerging market  countries,  but also
include the  securities of issuers  which derive a significant  portion of their
business from emerging market countries. DUE TO THE SIGNIFICANT RISKS ASSOCIATED
WITH  INVESTING  IN  EMERGING  MARKETS,  AN  INVESTMENT  IN THE  FUND MAY NOT BE
APPROPRIATE FOR ALL INVESTORS. See "Risk Factors," 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 manager
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 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  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.

POLICIES APPLICABLE TO ALL FUNDS

    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
diver-


PROSPECTUS                          INFORMATION REGARDING THE FUNDS          9


sify 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,  or whose  principal  trading market is outside
the United States.

    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.

    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 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 manager, to achieve better-than-average  appreciation. If, in
the opinion of the 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


10           INFORMATION REGARDING THE FUNDS      AMERICAN CENTURY INVESTMENTS


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

    At the same time, however, the 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.  Potential investors should
carefully consider the following factors:

    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.

    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 enforce ownership rights, 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 20.

    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.

    Clearance  and  Settlement  Risk.   Foreign  securities  markets  also  have
different clearance and settlement procedures, and in certain markets there have
been times  when  settlements  have been  unable to keep pace with the volume of
securities  transactions,  making it  difficult  to conduct  such  transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the funds are  uninvested and no return is earned  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


PROSPECTUS                         INFORMATION REGARDING THE FUNDS        11


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

    As a result,  these funds are  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 the funds will pursue.  An investment in the
funds  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 SMALLER COMPANIES

    International  Discovery  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 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.

    The  funds may not  always  purchase  securities  on the  principal  market.
Depositary receipts,  depositary shares, or other equity equivalents ("DRs") may
be purchased if considered to be more attractive than the underlying securities.
DRs are typically issued by a bank or trust company  evidencing  ownership of an
underlying foreign security. In emerging markets countries, the funds may invest
in DRs which are structured by a bank or trust company  without the  sponsorship
of the underlying foreign issuer. In addition to the risks of foreign investment
applicable  to the  underlying  securities,  such  unsponsored  DRs may  also be
subject to the risks  that the  foreign  issuer may not be obliged to  cooperate
with the bank,  may not provide  financial or other  information to the bank, or
may dispute or refuse to recognize  the ownership of the  underlying  securities
which may result in a loss of the fund's investment.

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 and Emerging Markets may


12      INFORMATION REGARDING THE FUNDS          AMERICAN CENTURY INVESTMENTS


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, THEIR CHARACTERISTICS
AND RISKS

    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 a
fund's  portfolio  may 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 a fund.

    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 a 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.

    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, the fund may enter into a forward 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." The 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  the  fund's  portfolio  securities  or  other  assets
denominated in, or whose value is tied to, that currency.

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

    If the fund enters into a forward currency exchange 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


PROSPECTUS                              INFORMATION REGARDING THE FUNDS     13


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  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5-7 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
manager  believes  that the rate of  portfolio  turnover is  irrelevant  when it
determines  that  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 the funds
pay  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 fund's investment policies.

    A repurchase  agreement  occurs when a fund  purchases  an  interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future  (usually  less than one week later) at a higher  price.  The  repurchase
price reflects an agreed-upon  interest rate during the time the fund's money is
invested in the security and is  considered by the staff of the SEC to be a loan
by  the  fund.  Since  the  interest-bearing  obligation  purchased  constitutes
security for the repurchase obligation, a repurchase agreement can be considered
a loan collateralized by the interest-bearing obligation.

    A fund's risk in connection with repurchase agreements is the ability of the
seller  to pay the  repurchase  price  on the  repurchase  date.  If the  seller
defaults, the fund may incur costs, delays or losses.

    The funds will enter into repurchase  agreements only with those  commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory  by the funds' manager  pursuant to criteria  adopted by the funds'
Board of Directors.

WHEN-ISSUED SECURITIES

    Each fund may  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 may 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.


14    INFORMATION REGARDING THE FUNDS           AMERICAN CENTURY INVESTMENTS


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 securities equivalent in kind and amount to the
securities being sold short. Such  transactions  allow the 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, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  investors rather than the
general  public.  Although  Rule  144A  securities  are  considered  "restricted
securities," they are not necessarily illiquid.

    With respect to securities eligible for resale under Rule 144A, the staff of
the Securities and Exchange Commission 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.  The staff also acknowledges  that,
while the Board retains ultimate  responsibility,  it may delegate this function
to the manager. Accordingly, the Board has established guidelines and procedures
for  determining  the  liquidity of Rule 144A  securities  and has delegated the
day-to-day  function of determining the liquidity of Rule 144A securities to the
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  is  limited  to  certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its 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).

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 for 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.

    The funds 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.  In addition,  fund  performance  may be
compared to well-known  indices of market  performance  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). 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 pre-


PROSPECTUS                           INFORMATION REGARDING THE FUNDS        15


sented  numerically,  graphically  or in  text.  Fund  performance  may  also be
combined or blended  with other funds in our fund family,  and that  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.


16     INFORMATION REGARDING THE FUNDS           AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

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

HOW TO PURCHASE AND SELL AMERICAN
CENTURY FUNDS

    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 an  American
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 American Century funds.

    If you have questions about a fund, see "Investment  Policies of the Funds,"
page 8, or call an Institutional Service Representative 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.

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

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one account.  If  additional  copies of financial  reports and  prospectuses  or
separate  mailing  of  account  statements  is  desired,  please  call us at the
above-referenced telephone number.

HOW TO EXCHANGE FROM ONE AMERICAN 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," page 18.

    IN ORDER TO  DISCOURAGE  THE EXCHANGE OF SHARES OF  INTERNATIONAL  DISCOVERY
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 fund
reserves  its right to modify its 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


PROSPECTUS            HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS     17


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
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 fund reserves its right to modify its 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

    We 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 the fund's right to redeem 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,
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

    To  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, call one of our Institutional Service Representatives at 1-800-345-3533.


18 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


                    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.  For all  American  Century  funds,  except the funds issued by the
American Century Target  Maturities  Trust, net asset value is determined at the
close of regular  trading on each day that the New York Stock  Exchange is open,
usually 3 p.m.  Central time. The net asset values for the Target  Maturities is
determined one hour prior to the close of the Exchange.

    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  agents  before the time as of which the net asset
value is  determined,  are effective on, and will receive the price  determined,
that day.  Investment,  redemption and exchange requests received thereafter are
effective on, and receive the price  determined on, the next day the Exchange is
open.

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the net asset value 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  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, if that
is earlier.  That 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.

    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


PROSPECTUS                     ADDITIONAL INFORMATION YOU SHOULD KNOW       19


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  values of the  Investor  Class of  International  Growth  and
International Discovery are published in leading newspapers daily. The net asset
value of the Investor Class of Emerging  Markets will be published in newspapers
when the fund meets the minimum size requirements for listing. Because the total
expense  ratio for the Advisor  Class  shares is 0.25%  higher than the Investor
Class,  their net asset  values will be lower than the Investor  Class.  The net
asset value of the Advisor Class of each fund may be obtained by calling us.

DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains, if any, 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.

    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,"
this page.

TAXES

    Each fund has elected to be taxed 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


20   ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


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  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 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 advisor 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 us that omit your Social  Security number or
tax  identification  number will  subject us 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 Internal  Revenue Code,  resulting in a postponement  of the  recognition of
such loss for federal income tax purposes.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       21


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,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  Its principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment portfolio of each fund and
directs the purchase and sale of their investment securities. It 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 teams managing the funds described in
this  Prospectus  and their  work  experience  during the past five years are as
follows:

    HENRIK STRABO, Vice President and Portfolio Manager, joined American Century
in 1993 as an Investment  Analyst of the International  Growth and International
Discovery  team and has been a Portfolio  Manager member of the team since 1994.
Prior to joining American Century, Mr. Strabo was Vice President,  International
Equity Sales with Barclays de Zoete Wedd from 1991 to 1993.

    MARK S. KOPINSKI,  Vice President and Portfolio  Manager,  rejoined American
Century in April 1997. From June 1995 to March 1997, Mr. Kopinski served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to June
1995,  Mr.  Kopinski was a Vice  President  and  Portfolio  Manager for American
Century.  He  is a  member  of  the  teams  that  manage  International  Growth,
International  Discovery  and the Emerging  Markets Fund. He was a member of the
International  Growth and  International  Discovery  teams at their inception in
1991.

    MICHAEL J. DONNELLY,  Vice President and Portfolio Manager,  joined American
Century in August 1997. From July 1993 to July 1997, Mr. Donnelly served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to July
1993, Mr.  Donnelly  served as Assistant Vice President for Korea First Bank. He
is a member of the team that manages the Emerging Markets Fund.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  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 Advisor  Class of the funds,  the manager
receives an annual fee  calculated  as a percentage of the average net assets of
the fund as follows:

Fund                                 Percent of Average Net Assets
- ------------------------------------------------------------------

International Growth                     1.25% of first $1 billion
                                      0.95% of the next $1 billion
                                             0.85% over $2 billion

International Discovery                1.50% of first $500 million
                                    1.15% of the next $500 million
                                             0.95% over $1 billion

Emerging Markets                       1.75% of first $500 million
                                    1.25% of the next $500 million
                                            $1.00% 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 the  manager  are higher than the
fees paid by the various  other funds in the  American  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


22     ADDITIONAL INFORMATION YOU SHOULD KNOW      AMERICAN CENTURY INVESTMENTS


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 the  manager  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 information found on pages 5-7 of this Prospectus to the same ratio of
the other funds.

    The  management  agreement also provides that the funds' 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 the  manager  have  adopted  a Code of Ethics  that  restricts
personal  investing  practices by  employees of the manager 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
Managers  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

    American  Century  Services  Corporation,  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 the manager.

    From time to time,  special  services  may be  offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses associated with these special services will be paid by the manager.

    The manager and the transfer agent are both wholly owned by American Century
Companies,  Inc.  James  E.  Stowers,  Jr.,  Chairman  of the  funds'  Board  of
Directors,  controls  American Century Companies by virtue of his ownership of a
majority of its common stock.

DISTRIBUTION OF FUND SHARES

    The funds' shares are distributed by American Century  Investment  Services,
Inc., a registered  broker-dealer and an affiliate of the manager.  As agent for
the funds and the 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 manager (or an affiliate)  pays all
expenses incurred in promoting sales of, and distributing, the Advisor Class and
in securing  such  services out of the Rule 12b-1 fees  described in the section
that follows.

SERVICE AND DISTRIBUTION FEES

    Rule 12b-1  adopted by the  Securities  and  Exchange  Commission  under the
Investment Company 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 adopted a Master  Distribution and
Shareholder Services Plan (the "Plan"). Pursuant to the Plan, each fund pays the
manager a shareholder  services fee and a distribution  fee, each equal to 0.25%
(for a total of 0.50%) per annum of the  average  daily net assets of the shares
of the  fund's  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 manager to the banks,  broker-dealers,  insurance companies or other
financial intermedi-


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW         23


aries 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  Investment  Company 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 AMERICAN CENTURY

    American  Century World Mutual  Funds,  Inc.,  the issuer of the funds,  was
organized as a Maryland corporation on December 28, 1990.

    The corporation 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 the funds is 4500 Main  Street,  P.O.  Box 419385,
Kansas City,  Missouri  64141-6385.  All  inquiries  may be made by mail to that
address, or by telephone to 1-800-345-3533 (international calls: 816-531-5575).

    American  Century World Mutual Funds,  Inc. issues three series of $0.01 par
value  shares.  Each  series  is  commonly  referred  to as a fund.  The  assets
belonging to each series of shares are held separately by the custodian.

    American  Century  offers four classes of each of the funds  offered by this
Prospectus:  an Investor Class, an  Institutional  Class, a Service Class and an
Advisor Class. The shares offered by this Prospectus are Advisor Class shares.

    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.
The  difference in the fee  structures  among the classes is the result of their
separate  arrangements  for  shareholder and  distribution  services and not the
result of any difference in amounts  charged by the manager for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  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,  call one of our  Institutional
Service  Representatives 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  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.


24    ADDITIONAL INFORMATION YOU SHOULD KNOW      AMERICAN CENTURY INVESTMENTS


    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.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       25


P.O. BOX 419385 
KANSAS CITY, MISSOURI 
64141-6385

INVESTOR SERVICES:  
1-800-345-3533 OR 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF:  
1-800-345-1833 OR 816-444-3038

FAX: 816-340-4655

INTERNET: www.americancentury.com

                            [american century logo]
                                    AMERICAN
                                CENTURY(reg.sm)


9709           [recycled logo]
SH-BKT-9195       Recycled
<PAGE>
                                   PROSPECTUS

                             [american century logo]
                                    American
                                 Century(reg.sm)

                                  APRIL 1, 1997
                           Revised September 15, 1997

                                    TWENTIETH
                                 CENTURY(reg.tm)
                                      GROUP

                              International Growth
                             International Discovery
                                Emerging Markets

INSTITUTIONAL CLASS


                         AMERICAN CENTURY INVESTMENTS
                                FAMILY OF FUNDS

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.

                 AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century          Twentieth Century
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                                                       International Growth
                                                     International Discovery
                                                         Emerging Markets


                                  PROSPECTUS

                                 APRIL 1, 1997
                          REVISED SEPTEMBER 15, 1997

                      International Growth * International
                          Discovery * Emerging Markets

                              INSTITUTIONAL CLASS
                   AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

    American  Century  World Mutual Funds,  Inc., is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering  a variety  of  investment  opportunities.  Three of the funds from our
Twentieth  Century  Group are  described in this  Prospectus.  Their  investment
objectives  are  listed  on page 2 of  this  Prospectus.  The  other  funds  are
described in separate prospectuses.

    The funds described in this Prospectus invest primarily in equity securities
of foreign  issuers.  Investment  in  securities  of foreign  issuers  typically
involves a greater degree of risk than investment in domestic securities. Please
read "Risk Factors," page 10.

    Each fund's  shares  offered by this  Prospectus  (the  Institutional  Class
shares) are sold at their net asset value with 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.

    This Prospectus  gives you information  about the funds that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated April 1, 1997,  and filed with the  Securities  and  Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:



                          AMERICAN CENTURY INVESTMENTS
                       4500 Main Street * P.O. Box 419385
                Kansas City, Missouri 64141-6385 * 1-800-345-3533
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-345-1833 * In Missouri: 816-444-3038
                        Internet: www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

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.


     PROSPECTUS                                                                1


                      INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL GROWTH FUND

    The investment  objective of International  Growth  (formerly  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.

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL DISCOVERY FUND

    The investment objective of International  Discovery (formerly 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 INTERNATIONAL  DISCOVERY  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.

AMERICAN CENTURY -- TWENTIETH CENTURY
EMERGING MARKETS FUND

    The investment  objective of Emerging  Markets 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  in
emerging market countries that are 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.


2     INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

 Investment Objectives of the Funds ...................... 2
 Transaction and Operating Expense Table ................. 4
 Performance Information of Other Class .................. 5

 INFORMATION REGARDING THE FUNDS

 Investment Policies of the Funds ........................ 7
    International Growth ................................. 7
    International Discovery .............................. 7
    Emerging Markets ..................................... 8
    Policies Applicable to All Funds ..................... 8
 Risk Factors ............................................10
    Investing in Foreign Securities Generally ............10
    Investing in Smaller Companies .......................11
    Investing in Emerging Market Countries ...............11
    Investing in Lower Quality Debt Instruments ..........11
 Other Investment Practices, Their Characteristics
 and Risks ...............................................12
    Forward Currency Exchange Contracts ..................12
    Indirect Foreign Investment ..........................13
    Sovereign Debt Obligations ...........................13
    Portfolio Turnover ...................................13
    Repurchase Agreements ................................13
    When-Issued Securities ...............................13
    Short Sales ..........................................14
    Rule 144A Securities .................................14
 Performance Advertising .................................14

 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 American Century Investments ............................16
 Investing in American Century ...........................16
 How to Open an Account ..................................16
            By Mail ......................................16
            By Wire ......................................16
            By Exchange ..................................16
            In Person ....................................17
       Subsequent Investments ............................17
            By Mail ......................................17
            By Telephone .................................17
            By Wire ......................................17
            In Person ....................................17
       Automatic Investment Plan .........................17
  Minimum Investment .....................................17
  How to Exchange from One Account to Another ............17
            By Mail ......................................18
            By Telephone .................................18
  How to Redeem Shares ...................................18
            By Mail ......................................18
            By Telephone .................................18
            By Check-A-Month .............................18
            Other Automatic Redemptions ..................18
       Redemption Proceeds ...............................19
            By Check .....................................19
            By Wire and ACH ..............................19
       Special Requirements for Large Redemptions ........19
  Signature Guarantee ....................................19
  Special Shareholder Services ...........................19
            Open Order Service ...........................20
            Tax-Qualified Retirement Plans ...............20
  Important Policies Regarding Your Investments ..........20
  Reports to Shareholders ................................21
  Customers of Banks, Broker-Dealers and
  Other Financial Intermediaries .........................21

ADDITIONAL INFORMATION YOU SHOULD KNOW

 Share Price .............................................22
    When Share Price Is Determined .......................22
    How Share Price Is Determined ........................22
    Where to Find Information About Share Price ..........23
 Distributions ...........................................23
 Taxes ...................................................23
    Tax-Deferred Accounts ................................23
    Taxable Accounts .....................................23
 Management ..............................................25
    Investment Management ................................25
    Code of Ethics .......................................26
    Transfer and Administrative Services .................26
 Distribution of Fund Shares .............................26
 Further Information About American Century ..............27


    PROSPECTUS                                   TABLE OF CONTENTS       3

<TABLE>
<CAPTION>
                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                 International   International    Emerging
                                                                    Growth        Discovery       Markets

 SHAREHOLDER TRANSACTION EXPENSES:

<S>                                                              <C>             <C>             <C>
Maximum Sales Load Imposed on Purchases ..........................    none         none            none

Maximum Sales Load Imposed on Reinvested Dividends ...............    none         none            none

Deferred Sales Load ..............................................    none         none            none

Redemption Fee ...................................................    none         none(1)         none

Exchange Fee .....................................................    none         none            none

 ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):

Management Fees(2) ...............................................    1.22%(3)    1.55%(3)        1.80%(3)

12b-1 Fees .......................................................    none          none           none

Other Expenses(4) ................................................    0.00          0.00%          0.00%

Total Fund Operating Expenses(2) .................................   1.22%(3)      1.55%(3)       1.80%(3)

 EXAMPLE:

You would pay the following expenses on a                   1 year    $ 12          $ 16            $ 18

$1,000 investment, assuming a 5% annual return and          3 years     39            49              56

redemption at the end of each time period(2):               5 years     67            84              97

                                                           10 years    147           183             210

(1)  Shares of International  Discovery 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.

(2)  Assumes, in accordance with Securities and Exchange Commission  guidelines,
     that the assets of International Growth and International  Discovery remain
     constant at $1,346,410,495  and $377,128,391,  respectively,  the assets of
     the funds as of November 30, 1996. A portion of the  management  fee may be
     paid by the funds'  manager  to  unaffiliated  third  parties  who  provide
     recordkeeping and administrative services that would otherwise be performed
     by an affiliate of the manager. See "Management-Transfer and Administrative
     Services," page 26.

(3)  International Growth 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;  International
     Discovery 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;  and Emerging Markets pays
     an annual  management fee of 1.80% of the first $500 million of average net
     assets,  1.30% of the next $500 million of average net assets, and 1.05% of
     average net assets over $1 billion.

(4)  Other  expenses,  which  includes  the fees and expenses  (including  legal
     counsel  fees) of  those  directors  who are not  "interested  persons"  as
     defined in the Investment Company Act, were less than 0.01 of 1% of average
     net assets for the most recent fiscal year.
</TABLE>

  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  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. The difference in the fee structures among the classes
is the result of their separate  arrangements  for shareholder and  distribution
services and not the result of any difference in amounts  charged by the manager
for core investment advisory services. Accordingly, the core investment advisory
expenses do not vary by class.  A  difference  in fees will result in  different
performance  for those  classes.  For additional  information  about the various
classes, see "Further Information About American Century," page 27.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS
                             INTERNATIONAL GROWTH

  The  Institutional  Class of the  fund  was  established  September  3,  1996,
however,  no shares had been issued  prior to the fund's  fiscal  year end.  The
financial  information in this table regarding  selected  per-share data for the
fund reflects the performance of the fund's 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 the  fund  for  the  time  periods
presented, the fund's performance information would be higher as a result of the
lower expenses.

  The Financial  Highlights  for the fiscal year ended  November 30, 1996,  have
been audited by Ernst & Young LLP,  independent  auditors,  whose report thereon
appears in the fund's 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. The Financial Highlights for the periods ended on or before November 30,
1995, have been audited by Baird, Kurtz & Dobson,  independent  certified public
accountants. The information presented is for a share outstanding throughout the
years ended November 30, except as noted.

                                              1996         1995       1994       1993        1992     1991(1)
 PER-SHARE DATA

<S>                                           <C>          <C>        <C>        <C>         <C>       <C>  
Net Asset Value, Beginning of Period .......  $7.51        $7.47      $7.34      $5.79       $5.33     $5.10
                                            -------      --------    -------    -------    --------   --------
Income From Investment Operations

  Net Investment Income (Loss) .............(0.01)(2)      0.01      (0.04)     (0.04)       0.06      0.01

  Net Realized and Unrealized Gain
     on Investment Transactions ............  1.24         0.40       0.57       1.78        0.41      0.22
                                            -------      --------    -------    -------    --------   --------
  Total From Investment Operations .........  1.23         0.41       0.53       1.74        0.47      0.23
                                            -------      --------    -------    -------    --------   --------
Distributions

  From Net Investment Income ............... (0.01)         --         --       (0.04)      (0.01)      --

  In Excess of Net Investment Income .......   --           --         --       (0.15)        --        --

  From Net Realized Gains on
     Investment Transactions ...............   --         (0.37)     (0.40)       --          --        --
                                            -------      --------    -------    -------    --------   --------
  Total Distributions ...................... (0.01)       (0.37)     (0.40)     (0.19)      (0.01)      --
                                            -------      --------    -------    -------    --------   --------
Net Asset Value, End of Period ............. $8.73        $7.51      $7.47      $7.34       $5.79     $5.33
                                            ========     =======    ========    =======    ========   ========
  Total Return(3) .......................... 16.35%        5.93%      7.28%     31.04%       8.77%     4.51%

 RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets ....................1.65%(4)       1.77%      1.84%      1.90%       1.91%   1.93%(5)

  Ratio of Net Investment Income (Loss)
  to Average Net Assets .................... (0.07)%       0.25%     (0.53)%    (0.34)%      0.95%   0.26%(5)

  Portfolio Turnover Rate ..................  158%         169%       242%       255%        180%       84%

  Average Commission Paid per
  Investment Security Traded ............... $0.0195      $0.0020     --(6)      --(6)       --(6)     --(6)

  Net Assets, End of Period 
  (in thousands) ..........................$1,342,608   $1,210,442  $1,316,642  $759,238   $215,346  $43,076

(1)  May 9, 1991, (inception) through November 30, 1991.

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

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

(4)  The manager had  voluntarily  waived a portion of its  management  fee from
     August 1, 1996,  through  November 30, 1996. In absence of the waiver,  the
     ratio of operating expenses to average net assets would have been 1.76%.

(5)  Annualized.

(6)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended November 30, 1995.
</TABLE>


 PROSPECTUS              PERFORMANCE INFORMATION OF OTHER CLASS             5

<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS
                            INTERNATIONAL DISCOVERY

  The  Institutional  Class of the  fund  was  established  September  3,  1996,
however,  no shares had been issued  prior to the fund's  fiscal  year end.  The
financial  information in this table regarding  selected  per-share data for the
fund reflects the performance of the fund's 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 the  fund  for  the  time  periods
presented, the fund's performance information would be higher as a result of the
lower expenses.

  The Financial  Highlights  for the fiscal year ended  November 30, 1996,  have
been audited by Ernst & Young LLP,  independent  auditors,  whose report thereon
appears in the fund's 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. The Financial Highlights for the periods ended on or before November 30,
1995, have been audited by Baird, Kurtz & Dobson,  independent  certified public
accountants. The information presented is for a share outstanding throughout the
years ended November 30, except as noted.

                                                                      1996           1995      1994(1)
PER-SHARE DATA

<S>                                                                    <C>           <C>       <C>  
Net Asset Value, Beginning of Period ...............................   $5.70         $5.39     $5.00
                                                                     -------        ------    -------
Income From Investment Operations

  Net Investment Income (Loss) ..................................... (0.02)(2)       0.03      (0.02)

  Net Realized and Unrealized Gain
     on Investment Transactions ....................................   1.95          0.28       0.41
                                                                     -------        ------    -------
  Total From Investment Operations .................................   1.93          0.31       0.39
                                                                     -------        ------    -------
Distributions

  From Net Investment Income .......................................  (0.01)          --        --

  In Excess of Net Investment Income ...............................  (0.02)          --        --
                                                                     -------        ------    -------
  Total Distributions ..............................................  (0.03)          --        --
                                                                     -------        ------    -------
Net Asset Value, End of Period .....................................   $7.60         $5.70      $5.39
                                                                     =======        =======    =======
  Total Return(3) ..................................................  34.06%         5.75%      7.80%

 RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses to Average Net Assets ................ 1.88%(4)        2.00%      2.00%(5)

  Ratio of Net Investment Income (Loss) to Average Net Assets ......  (0.31)%        0.27%    (0.48)%(5)

  Portfolio Turnover Rate ..........................................   130%          168%          56%

  Average Commission Paid per Investment Security Traded ...........  $0.0054       $0.0040      --(6)

  Net Assets, End of Period (in thousands) ......................... $377,128      $114,579     $111,202

(1)  April 1, 1994, (inception) through November 30, 1994.

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

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

(4)  The manager had  voluntarily  waived a portion of its  management  fee from
     August 1, 1996,  through  November 30, 1996. In absence of the waiver,  the
     ratio of operating expenses to average net assets would have been 1.99%.

(5)  Annualized.

(6)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended November 30, 1995.
</TABLE>


6    PERFORMANCE INFORMATION OF OTHER CLASS       AMERICAN CENTURY INVESTMENTS


                        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 listed on page 2 of this Prospectus,  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 THE FUNDS.

INTERNATIONAL GROWTH

    The investment objective of the International Growth 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 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  and 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. or
BBB or  better  by  Standard  & Poor's  Corporation,  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.

INTERNATIONAL DISCOVERY

    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.

    DUE TO THE SIGNIFICANT RISKS ASSOCIATED WITH THE FUND'S INVESTMENT STRATEGY,
AN INVESTMENT IN THE FUND MAY NOT BE APPROPRIATE  FOR ALL  INVESTORS.  See "Risk
Factors," page 10.

    The  fund  may  invest  in  securities  of any  type  of  issuer,  including
closed-end investment companies,  governments and governmental entities, as well
as


PROSPECTUS       INFORMATION REGARDING THE FUNDS                             7


corporations,   partnerships  and  other  business  organizations.  The  manager
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 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  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 manager,  market conditions  warrant.  No more than 15% of
the fund's assets may be invested in illiquid investments at any time.

EMERGING MARKETS

    The investment objective of the Emerging Markets Fund is capital growth. The
fund will seek to achieve its investment  objective by investing primarily in an
internationally  diversified  portfolio of equity  securities  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 the  securities  of  issuers in  emerging  market  countries.  The
securities  in which the fund may  invest  include  not only the  securities  of
issuers  located or principally  traded in emerging market  countries,  but also
include the  securities of issuers  which derive a significant  portion of their
business from emerging market countries. DUE TO THE SIGNIFICANT RISKS ASSOCIATED
WITH  INVESTING  IN  EMERGING  MARKETS,  AN  INVESTMENT  IN THE  FUND MAY NOT BE
APPROPRIATE FOR ALL INVESTORS. See "Risk Factors," page 10.

    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 manager
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 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  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.

POLICIES APPLICABLE TO ALL FUNDS

    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 for-


8   INFORMATION REGARDING THE FUNDS            AMERICAN CENTURY INVESTMENTS


eign 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,  or whose principal
trading market is outside the United States.

    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 22.

    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 manager, to achieve better-than-average  appreciation. If, in
the opinion of the 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


PROSPECTUS                  INFORMATION REGARDING THE FUNDS                    9


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

    At the same time, however, the 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.  Potential investors should
carefully consider the following factors:

    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.

    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 enforce ownership rights, 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 23.

    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.

    Clearance  and  Settlement  Risk.   Foreign  securities  markets  also  have
different clearance and settlement procedures, and in certain markets there have
been times  when  settlements  have been  unable to keep pace with the volume of
securities  transactions,  making it  difficult  to conduct  such  transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the funds are  uninvested and no return is earned  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


10     INFORMATION REGARDING THE FUNDS            AMERICAN CENTURY INVESTMENTS


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

    As a result,  these funds are  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 the funds will pursue.  An investment in the
funds  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 SMALLER COMPANIES

    International  Discovery  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 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.

    The  funds may not  always  purchase  securities  on the  principal  market.
Depositary receipts,  depositary shares, or other equity equivalents ("DRs") may
be purchased if considered to be more attractive than the underlying securities.
DRs are typically issued by a bank or trust company  evidencing  ownership of an
underlying foreign security. In emerging markets countries, the funds may invest
in DRs which are structured by a bank or trust company  without the  sponsorship
of the underlying foreign issuer. In addition to the risks of foreign investment
applicable  to the  underlying  securities,  such  unsponsored  DRs may  also be
subject to the risks  that the  foreign  issuer may not be obliged to  cooperate
with the bank,  may not provide  financial or other  information to the bank, or
may dispute or refuse to recognize  the ownership of the  underlying  securities
which may result in a loss of the fund's investment.

INVESTING IN LOWER QUALITY DEBT INSTRUMENTS

    There are no credit,  maturity  or  investment  amount  restrictions  on the
bonds, corporate debt


PROSPECTUS                     INFORMATION REGARDING THE FUNDS               11


securities,  and  government  obligations in which  International  Discovery and
Emerging  Markets  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, THEIR CHARACTERISTICS
AND RISKS

    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 a
fund's  portfolio  may 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 a fund.

    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.

    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, the fund may enter into a forward 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." The 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  the  fund's  portfolio   securities  or  other  asset
denominated in, or whose value is tied to, that currency.

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

    If the fund enters into a forward currency exchange 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


12     INFORMATION REGARDING THE FUNDS             AMERICAN CENTURY INVESTMENTS


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  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5 and 6 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
manager  believes  that  rate  of  portfolio  turnover  is  irrelevant  when  it
determines 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 the funds
pay directly. Portfolio turnover 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 fund's investment policies.

    A repurchase  agreement  occurs when a fund  purchases  an  interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future  (usually  less than one week later) at a higher  price.  The  repurchase
price reflects an agreed-upon  interest rate during the time the fund's money is
invested in the security and is  considered by the staff of the SEC to be a loan
by  the  fund.  Since  the  interest-bearing  obligation  purchased  constitutes
security for the repurchase obligation, a repurchase agreement can be considered
a loan collateralized by the interest-bearing obligation.

    A fund's risk in connection with repurchase agreements is the ability of the
seller  to pay the  repurchase  price  on the  repurchase  date.  If the  seller
defaults, the fund may incur costs, delays or losses.

    The funds will enter into repurchase  agreements only with those  commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory  by the funds' manager  pursuant to criteria  adopted by the funds'
Board of Directors.

WHEN-ISSUED SECURITIES

    Each fund may  sometimes  purchase new issues of securities on a when-issued
basis  without limit when, in the opinion of the 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


PROSPECTUS                       INFORMATION REGARDING THE FUNDS              13


custodian. No income will accrue to the fund prior to delivery.

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 securities equivalent in kind and amount to the
securities being sold short. Such  transactions  allow the 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, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  investors rather than the
general  public.  Although  Rule  144A  securities  are  considered  "restricted
securities," they are not necessarily illiquid.

    With respect to securities eligible for resale under Rule 144A, the staff of
the Securities and Exchange Commission 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.  The staff also acknowledges  that,
while the Board retains ultimate  responsibility,  it may delegate this function
to the manager. Accordingly, the Board has established guidelines and procedures
for  determining  the  liquidity of Rule 144A  securities  and has delegated the
day-to-day  function of determining the liquidity of Rule 144A securities to the
manger.  The Board retains the  responsibility to monitor the  implementation of
the guidelines and procedures it has adopted.

    Since the  secondary  market  for such  securities  is  limited  to  certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its 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).

 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 for 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.

    The funds 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.  In addition, fund performance may also be
compared to well-known  indices of market  performance  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). 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


14    INFORMATION REGARDING THE FUNDS               AMERICAN CENTURY INVESTMENTS


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,  and that  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.


PROSPECTUS                          INFORMATION REGARDING THE FUNDS       15


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 AMERICAN CENTURY INVESTMENTS

    The funds  offered by this  Prospectus  are a part of the  American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-3533  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one account.  If  additional  copies of financial  reports and  prospectuses  or
separate  mailing  of  account  statements  is  desired,  please  call us at the
above-referenced telephone number.

 INVESTING IN AMERICAN CENTURY

    The following  section  explains how to invest with American  Century funds,
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  a  bank,
broker-dealer or other financial intermediary, the following sections as well as
the information  contained in our Investor Services Guide, may not apply to you.
Please read "Minimum Investment," page 17 and"Customers of Banks, Broker-Dealers
and Other Financial Intermediaries," page 21.

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.

    You may invest in the following ways:

BY MAIL

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

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):
     American Century Services Corporation
     4500 Main St., Kansas City, Missouri 64141-6200

(*)  BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
     2804918

(*)  REFERENCE FOR BENEFICIARY (RFB):
     American 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):

    *    Taxpayer identification or Social Security number.

    *    If more than one account,  account numbers and amount to be invested in
         each account.

    *    Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether IRA,  SEP-IRA,  SARSEP-IRA,  SIMPLE Employer or SIMPLE
         Employee.

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 American Century account. See page
17 for more information on exchanges.

16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS

IN PERSON

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

    4500 Main Street 
    Kansas City, Missouri 64111

    4917 Town Center Drive 
    Leawood, Kansas 66211

    1665 Charleston Road
    Mountain View, California 94043

    2000 S. Colorado Blvd. 
    Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

    Subsequent  investments  may  be  made  by an  automatic  bank,  payroll  or
government direct deposit (see "Automatic Investment Plan," this page) or by any
of  the  methods  below.  The  minimum  investment  requirement  for  subsequent
investments:  $250 for checks submitted without the investment slip 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 investment
slip portion of a previous statement or confirmation.  If the investment 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 investments is higher without an investment 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 Institutional  Service  Representative or use our
Automated Information Line.

BY WIRE

    You may make  subsequent  investments  by  wire.  Follow  the wire  transfer
instructions on page 16 and indicate your account number.

IN PERSON

    You  may  make  subsequent  investments  in  person  at one of our  Investor
Centers. The locations of our four Investor 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 Service Representatives.

MINIMUM INVESTMENT

    The  minimum  investment  is $5  million  ($3  million  for  endowments  and
foundations).  If you  invest  with us  through a bank,  broker-dealer  or other
financial  intermediary,  the  minimum  investment  requirement  may  be  met by
aggregating the  investments of various clients of your financial  intermediary.
The  minimum  investment  requirement  may be  waived  if you or your  financial
intermediary,  if applicable, has an aggregate investment in our family of funds
of $10 million or more ($5  million for  endowments  and  foundations).  If your
balance or the balance of your  financial  intermediary,  if  applicable,  falls
below the minimum  investment  requirements due to redemptions or exchanges,  we
reserve the right to convert  your shares to Investor  Class  shares of the same
fund.  The  Investor  Class shares have a unified  management  fee that is 0.20%
higher than the Institutional Class shares.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

    As long as you meet any minimum  investment  requirements,  you may exchange
your fund  shares to our other  funds up to six times per year per  account.  An
exchange  request will be processed as of the same day it is received,  if it is
received  before the funds' net asset values are  calculated,  which is one hour
prior to the close of the New York Stock  Exchange  for the funds  issued by the
American Century Target


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       17


Maturities  Trust,  and at the close of the Exchange for all of our other funds.
See "When Share Price is Determined," page 22.

    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 19.

    IN ORDER TO  DISCOURAGE  THE EXCHANGE OF SHARES OF  INTERNATIONAL  DISCOVERY
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 fund
reserves  its right to modify its 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  American
Century account to another. For additional information,  please see our Investor
Services Guide.

BY TELEPHONE

    You can make  exchanges  over the  telephone  if you have  authorized  us to
accept  telephone  instructions.  You  can  authorize  this by  selecting  "Full
Services" on your  application  or by calling one of our  Institutional  Service
Representatives 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 19.

    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.

    IN ORDER TO DISCOURAGE THE REDEMPTION OF SHARES OF  INTERNATIONAL  DISCOVERY
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 fund reserves its right to modify its policy  regarding this  redemption fee
or to waive such policy in whole or in part for certain classes of investors.

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.   See  "Signature
Guarantee," page 19.

BY TELEPHONE

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

BY CHECK-A-MONTH

    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 in an amount you
choose (minimum $50). To set up a  Check-A-Month  plan or to request a brochure,
please call an Investor Services Representative.

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 Service Representatives.


18 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS AMERICAN CENTURY INVESTMENTS


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.
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.

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:

    *    redeeming more than $25,000; or

    *    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


PROSPECTUS        HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS            19


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
mostflexibility.  You will find more  information  about  each of these  service
options in our Investor Services Guide.

    Our special shareholder services include:

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.

    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:

    *    Individual Retirement Accounts (IRAs);

    *    403(b) plans for employees of public school systems and nonprofit
         organizations; or

    *    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.  Once you have mailed or otherwise transmitted
         your  transaction  instructions  to us,  they  may not be  modified  or
         canceled.

  (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


20 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS AMERICAN CENTURY INVESTMENTS


         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  advisor
         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 American Century  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 American  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  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
1-800-345-3533 to request information about the funds and services,  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.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       21


                    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.  For all  American  Century  funds,  except the funds issued by the
American Century Target  Maturities  Trust, net asset value is determined at the
close of regular  trading on each day that the New York Stock  Exchange is open,
usually 3 p.m.  Central  time.  The net asset  values for the Target  Maturities
funds are determined one hour prior to the close of the Exchange.

    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  agents  before the time as of which the net asset
value is  determined,  are effective on, and will receive the price  determined,
that day.  Investment,  redemption and exchange requests received thereafter are
effective on, and receive the price  determined on, the next day the Exchange is
open.

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value 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  time as of  which  the net  asset  value  of the fund is
determined, 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 for receiving  orders 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, if that
is earlier.  That 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


22     ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


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.

    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  values of the  Investor  Class of  International  Growth  and
International Discovery are published in leading newspapers daily. The net asset
value of the Investor Class of Emerging  Markets will be published in newspapers
when the fund meets the minimum size  requirements  for  listing.  The net asset
value of the Institutional Class of each fund may be obtained by calling us.

DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains, if any, 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.

    For shareholders  investing through 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 by
check or ACH may be held up to 15 days. You may elect to have  distributions  on
shares held in Individual Retirement Accounts and 403(b) plans paid in cash only
if you are at  least 59 1/2  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.

    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
prior to  distribution,  when they are  distributed  the value 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," this page.

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   (excluding
participant-directed  employer-sponsored  retirement plans, which are ineligible
to invest in Institutional Class shares), income and capital gains distributions
paid by the funds will  generally not be subject to current  taxation,  but will
accumulate in your account on a tax-deferred basis.

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


PROSPECTUS                 ADDITIONAL INFORMATION YOU SHOULD KNOW             23


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  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 23.

    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 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 advisor about the tax status of such
distributions in your own state.

    If you have not complied  with certain  provisions  of the Internal  Revenue
Code, we or your financial  intermediary  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 us that omit your Social
Security  number or tax  identification  number will  subject us 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


24    ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


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,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  Its principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment portfolio of the funds and
directs the purchase and sale of their investment securities. It 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 teams managing the funds described in
this  Prospectus  and  their  work  experience  for the past  five  years are as
follows:

    HENRIK STRABO, Vice President and Portfolio Manager, joined American Century
in 1993 as an Investment  Analyst on the International  Growth and International
Discovery  team and has been a Portfolio  Manager member of the team since 1994.
Prior to joining American Century, Mr. Strabo was Vice President,  International
Equity Sales with Barclays de Zoete Wedd from 1991 to 1993.

    MARK S. KOPINSKI,  Vice President and Portfolio  Manager,  rejoined American
Century in April 1997. From June 1995 to March 1997, Mr. Kopinski served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to June
1995,  Mr.  Kopinski was a Vice  President  and  Portfolio  Manager for American
Century.  He  is a  member  of  the  teams  that  manage  International  Growth,
International  Discovery  and the Emerging  Markets Fund. He was a member of the
International  Growth and  International  Discovery  teams at their inception in
1991.

    MICHAEL J. DONNELLY,  Vice President and Portfolio Manager,  joined American
Century in August 1997. From July 1993 to July 1997, Mr. Donnelly served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to July
1993, Mr.  Donnelly  served as Assistant Vice President for Korea First Bank. He
is a member of the team that manages the Emerging Markets Fund.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  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  Institutional  Class of the funds,  the
manager  receives an annual fee  calculated  as a percentage  of the average net
assets of the fund as follows:

Fund                                              Percent of Average Net Assets
- --------------------------------------------------------------------------------

International Growth                                 1.30% of first $1 billion
                                                  1.00% of the next $1 billion
                                                         0.90% over $2 billion

International Discovery                            1.55% of first $500 million
                                                1.20% of the next $500 million
                                                         1.00% over $1 billion

Emerging Markets Fund                              1.80% of first $500 million
                                                1.30% of the next $500 million
                                                         1.05% 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 the  manager  are higher than the
fees paid by the various other funds in the American Century family of funds


PROSPECTUS        ADDITIONAL INFORMATION YOU SHOULD KNOW                      25


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 the  manager  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  information  found  on pages 5 and 6 of this  Prospectus  to the same
ratio of the other funds.

    The  management  agreement also provides that the funds' 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 the  manager  have  adopted  a Code of Ethics  that  restricts
personal  investing  practices by  employees of the manager 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
Managers  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

    American  Century  Services  Corporation,  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 the manager.

    Certain  recordkeeping and  administrative  services that would otherwise be
performed  by the transfer  agent may be  performed  by an insurance  company or
other  entity  providing  similar  services for various  retirement  plans using
shares  of the  funds as a  funding  medium,  by  broker-dealers  and  financial
advisors  for their  customers  investing  in shares of  American  Century or by
sponsors of multi mutual fund no- or low-transaction fee programs.

    Although  there is no sales  charge  levied by the  funds,  transactions  in
shares of the funds may be executed by brokers or investment advisors who charge
a transaction-based  fee or other fee for their services.  Such charges may vary
among broker- dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer or financial  advisor and not remitted to the funds or the
investment manager.  You should be aware of the fact that these transactions may
be made directly with American Century without incurring such fees.

    From time to time,  special  services  may be  offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses associated with these special services will be paid by the manager

    The manager and  transfer  agent are both wholly  owned by American  Century
Companies,  Inc.  James E.  Stowers,  Chairman of the funds' Board of Directors,
controls  American Century Companies by virtue of his ownership of a majority of
its common stock.

DISTRIBUTION OF FUND SHARES

    The funds' shares are distributed by American Century  Investment  Services,
Inc., a registered  broker-dealer  and an affiliate of the manager.  The manager
pays all expenses for promoting  sales of, and  distributing  the  Institutional
Class 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.


26     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


 FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American  Century World Mutual  Funds,  Inc.,  the issuer of the funds,  was
organized as a Maryland corporation on December 28, 1990.

    The corporation 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 the funds is 4500 Main  Street,  P.O.  Box 419385,
Kansas City,  Missouri  64141-6385.  All  inquiries  may be made by mail to that
address, or by telephone to 1-800-345-3533 (international calls: 816-531-5575)

    American  Century  World  Mutual Funds issues three series of $.01 par value
shares.  Each series is commonly  referred to as a fund. The assets belonging to
each series of shares are held separately by the custodian.

    American  Century  offers four classes of each of the funds  offered by this
Prospectus:  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.  The
difference  in the fee  structures  among  the  classes  is the  result of their
separate  arrangements  for  shareholder and  distribution  services and not the
result of any difference in amounts  charged by the manager for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information concerning the Investor Class of shares, call one of our
Investor Services Representatives at 1-800-345-2021.  For additional information
concerning  the Service Class and Advisor  Classes of shares not offered by this
Prospectus,   call  one  of  our  Institutional   Service   Representatives   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 the Investor  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  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.


  PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW      27


                                     NOTES


28            NOTES


                                     NOTES


                                                     NOTES                   29


P.O. BOX 419385 
KANSAS CITY, MISSOURI 
64141-6385

INVESTOR SERVICES:  
1-800-345-3533 OR 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF:  
1-800-345-1833 OR 816-444-3038

FAX: 816-340-4655

INTERNET: www.americancentury.com

                            [american century logo]
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                                Century(reg.sm)

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