AMERICAN CENTURY WORLD MUTUAL FUNDS INC, 485BPOS, 1998-11-13

AMERICAN CENTURY WORLD MUTUAL FUNDS INC
485BPOS, 1998-11-13

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As filed with the Securities and Exchange Commission on November 13, 1998

1933 Act File No. 33-39242; 1940 Act File No. 811-6247
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 _X__

Pre-Effective Amendment No.____ ____

Post-Effective Amendment No._12_ _X__

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 _X__

Amendment No._12_

(Check appropriate box or boxes)

American Century World Mutual Funds, Inc.
--------------------------------------------
(Exact Name of Registrant as Specified in Charter)

American Century Tower, 4500 Main Street, Kansas City, MO 64111
----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

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

William M. Lyons
American Century Tower, 4500 Main Street, Kansas City, MO 64111
----------------------------------------------------------------
(Name and address of Agent for service)

Approximate Date of Proposed Public Offering: November 13, 1998

It is proposed that this filing become effective:

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X__ on November 13, 1998 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule 485
_____ on [date] pursuant to paragraph (a)(1) of Rule 485
_____ 75 days afer filing pursuant to paragraph (a)(2) of Rule 485
_____ on [date] pursuant to paragraph (a)(2) of Rule 485

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ended November 30, 1997, was filed on January 23, 1998.
================================================================================

The Investor Class Prospectus of American Century - Twentieth Century Global
Growth Fund, American Century - Twentieth Century International Growth Fund,
American Century - Twentieth Century International Discovery Fund and American
Century - Twentieth Century Emerging Markets Fund dated November 1, 1998 is
incorporated herein by reference to the Registrants filing pursuant to Rule
485(b) on October 29, 1998 (accession #0000872825-98-000019).

The Institutional Class Prospectus of American Century - Twentieth Century
Global Growth Fund, American Century - Twentieth Century International Growth
Fund, American Century - Twentieth Century International Discovery Fund and
American Century - Twentieth Century Emerging Markets Fund dated November 1,
1998 is incorporated herein by reference to the Registrants filing pursuant to
Rule 485(b) on October 29, 1998 (accession #0000872825-98-000019).

The Advisor Class Prospectus of American Century - Twentieth Century Global
Growth Fund, American Century - Twentieth Century International Growth Fund,
American Century - Twentieth Century International Discovery Fund and American
Century - Twentieth Century Emerging Markets Fund dated November 1, 1998 is
incorporated herein by reference to the Registrants filing pursuant to Rule
485(b) on October 29, 1998 (accession #0000872825-98-000019).

The Statement of Additional Information of American Century - Twentieth Century
Global Growth Fund, American Century - Twentieth Century International Growth
Fund, American Century - Twentieth Century International Discovery Fund and
American Century - Twentieth Century Emerging Markets Fund dated November 1,
1998 is incorporated herein by reference to the Registrants filing pursuant to
Rule 485(b) on October 29, 1998 (accession #0000872825-98-000019).
<PAGE>
================================================================================
CROSS REFERENCE SHEET

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

N-1A Item No. Location
------------- --------
PART A

Item 1. Cover Page Cover Page
Item 2. Synopsis Transaction and Operating
Expense Table
Item 3. Condensed Financial Financial Highlights
Information
Item 4. General Description Investment Policies of
Registrant the Funds; Risk Factors;
Other Investment
Practices, Their Characteristics
and Risks; Performance
Advertising; Distribution
of Fund Shares; Further
Information About
American Century
Item 5. Management of the Management
Fund
Item 6. Capital Stock and Further Information About
Other Securities American Century
Item 7. Purchase of Securities How to Open An Account;
Being Offered How to Exchange From One
Account to Another;
Share Price; Distributions;
Item 8. Redemption How to Redeem Shares;
Signature Guarantee
Item 9. Pending Legal N/A
Proceedings

- --------------------------------------------------------------------------------
PART B
- --------------------------------------------------------------------------------

Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information N/A
Item 13. Investment Objectives Investment Objectives of
and Policies the Funds; Investment Restrictions;
Forward Currency Exchange
Contracts; An Explanation of
Fixed Income Securities Ratings;
Short Sales; Portfolio Lending;
Portfolio Turnover
Item 14. Management of the Officers and Directors;
Registrant Management;
Custodians
Item 15. Control Persons Capital Stock
and Principal
Holders of Securities
Item 16. Investment Advisory Management;
and Other Services Custodians
Item 17. Brokerage Allocation Brokerage;
Performance Advertising
Item 18. Capital Stock and Capital Stock;
Other Securities Multiple Class Structure
Item 19. Purchase, Redemption N/A
and Pricing of
Securities Being
Offered
Item 20. Tax Status N/A
Item 21. Underwriters N/A
Item 22. Calculation of Yield Performance Advertising
Quotations of Money
Market Funds
Item 23. Financial Statements Financial Statements

<PAGE>
PART C OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) Financial Statements:

(i) Financial Statements filed in Part A of Registration
Statement:

1. Financial Highlights

2. Independent Auditors Reports on the Financial
Highlights for the fiscal years ended November 30,
1996, 1995, 1994, 1993, 1992 and 1991 are included in
the Registrant's Annual Reports dated November 30, 1996
and 1995, which are incorporated by reference herein.

(ii) Financial Statements filed in Part B of the Registration
Statement

a. Each of the following financial statements is contained in
the Registrant's Annual Report dated November 30, 1997,
which is incorporated by reference in Part B of this
Registration Statement:

1. Statement of Assets and Liabilities at November 30,
1997.

2. Statement of Operations for the year ended November 30,
1997.

3. Statement of Changes in Net Assets for the years ended
November 30, 1997 and 1996.

4. Notes to Financial Statements as of November 30, 1997.

5. Schedule of Investments as of November 30, 1997.

6. Independent Auditors' Report dated January 13, 1998.

b. Each of the following financial statements is contained in
the Registrant's Semiannual Report dated May 31, 1998, which
is incorporated by reference in Part B of this Registration
Statement:

1. Statement of Assets and Liabilities at May 31, 1998.

2. Statement of Operations for the six months ended May
31, 1998.

3. Statement of Changes in Net Assets for the six months
ended May 31, 1998 and the year ended November 30,
1997.

4. Notes to Financial Statements as of May 31, 1998.

5. Schedule of Investments as of May 31, 1998.

(b) Exhibits (all exhibits not filed herewith are being incorporated
herein by reference).

1. (a) Articles of Incorporation of Twentieth Century World
Investors, Inc. (filed electronically as an Exhibit to
Post-Effective Amendment No. 6 to the Registration Statement
on March 29, 1996, File No. 33-39242).

(b) Articles of Amendment of Twentieth Century World
Investors, Inc., dated August 10, 1993 (filed electronically
as an Exhibit to Post-Effective Amendment No. 9 to the
Registration Statement on March 30, 1998, File No.
33-39242).

(c) Articles Supplementary of Twentieth Century World
Investors, Inc., dated November 8, 1993 (filed
electronically as an Exhibit to Post-Effective Amendment No.
6 to the Registration Statement on March 29, 1996, File No.
33-39242).

(d) Articles Supplementary of Twentieth Century World
Investors, Inc., dated April 24, 1995 (filed electronically
as an Exhibit to Post-Effective Amendment No. 6 to the
Registration Statement on March 29, 1996, File No.
33-39242).

(e) Articles Supplementary of Twentieth Century World
Investors, Inc., dated March 11, 1996 filed electronically
as an Exhibit to Post-Effective Amendment No. 7 to the
Registration Statement on June 13, 1996, File No. 33-39242).

(f) Articles Supplementary of Twentieth Century World
Investors, Inc., dated September 9, 1996 (filed
electronically as an Exhibit to Post-Effective Amendment No.
9 to the Registration Statement on March 30, 1998, File No.
33-39242).

(g) Articles of Amendment of Twentieth Century World
Investors, Inc. dated December 2, 1996 (filed electronically
as an Exhibit to Post-Effective Amendment No. 8 to the
Registration Statement on March 31, 1997, File No.
33-39242).

(h) Articles Supplementary of American Century World Mutual
Funds, Inc. dated December 2, 1996 (filed electronically as
an Exhibit to Post-Effective Amendment No. 8 to the
Registration Statement on March 31, 1997, File No.
33-39242).

(i) Articles Supplementary of American Century World Mutual
Funds, Inc. dated November 13, 1998 (filed herewith as
EX-99.B1i).

2. (a) By-Laws of Twentieth Century World Investors, Inc.
(filed electronically as an Exhibit to Post-Effective
Amendment No. 6 to the Registration Statement on March 29,
1996, File No. 33-39242.

(b) Amendment to By-Laws of American Century World Mutual
Funds, Inc. (filed electronically as an Exhibit to
Post-Effective Amendment No. 9 to the Registration Statement
of American Century Capital Portfolios, Inc. on February 17,
1998, File No. 33-64872).

3. Voting Trust Agreements - None.

4. Specimen copy of stock certificate (filed electronically as
an Exhibit to Post-Effective Amendment No. 8 to the
Registration Statment on March 31, 1997, File No. 33-39242).

5. (a) Management Agreement between American Century World
Mutual Funds, Inc. and American Century Investment
Management, Inc. dated August 1, 1997 (filed heewith as
EX-99.B5a).

(b) Addendum to Management Agreement between American
Century World Mutual Funds, Inc. and American Century
Investment Management, Inc. dated December 1, 1998 (filed
heewith as EX-99.B5b).

6. (a) Distribution Agreement between American Century World
Mutual Funds, Inc. and Funds Distributor, Inc. dated January
15, 1998 (filed electronically as an Exhibit to
Post-Effective Amendment No. 28 to the Registration
Statement of American Century Target Maturities Trust on
January 30, 1998, File No. 2-94608).

(b) Amendment No. 1 to the Distribution Agreement between
American Century World Mutual Funds, Inc. and Funds
Distributor, Inc. dated June 1, 1998 (filed electronically
as an Exhibit to Post-Effective Amendment No. 11 to the
Registration Statment of American Century Capital
Portfolios, Inc. on June 26, 1998, File No. 33-64872).

(c) Amendment No. 2 to the Distribution Agreement between
American Century World Mutual Funds, Inc. and Funds
Distributor, Inc. dated December 1, 1998 (filed herewith as
EX-99.B6c).

7. Bonus and Profit Sharing Plan, Etc. - None.

8. (a) Custody Agreement by and between Twentieth Century World
Investors, Inc. and UMB Bank, N.A. (filed electronically as
an Exhibit to Post-Effective Amendment No. 6 to the
Registration Statement on March 29, 1996, File No.
33-39242).

(b) Amendment No. 1 to Custody Agreement by and between
Twentieth Century World Investors, Inc. and UMB Bank, N.A.,
dated January 25, 1996 (filed electronically as an Exhibit
to Post-Effective Amendment No. 6 to the Registration
Statement on March 29, 1996, File No. 33-39242).

(c) Master Agreement by and between Twentieth Century
Services, Inc. and Commerce Bank, N. A. dated January 22,
1997 (filed electronically as a part of Post-Effective
Amendment No. 76 to the Registration Statement on Form N-1A
of American Century Mutual Funds, Inc., File No. 2-14213).

(d) Global Custody Agreement between The Chase Manhattan
Bank and the Twentieth Century and Benham funds, dated
August 6, 1996 (filed electronically as an Exhibit to
Post-Effective Amendment No. 31 on Form N-1A of American
Century Government Income Trust, File No. 2-99222).

9. Transfer Agency Agreement dated as of March 1, 1991, by and
between Twentieth Century World Investors, Inc. and
Twentieth Century Services, Inc. (filed electronically as an
Exhibit to Post-Effective Amendment No. 6 to the
Registration Statement on March 29, 1996, File No.
33-39242).

10. Opinion and Consent of Counsel (filed electronically as an
Exhibit to Post-Effective Amendment No. 11 to the
Registration Statement on October 29, 1998, File No.
33-39242).

11. (a) Consent of Deloitte & Touche LLP (filed electronically
as an Exhibit to Post-Effective Amendment No. 11 to the
Registration Statement on October 29, 1998, File No.
33-39242).

(b) Consent of Ernst & Young LLP (filed electronically as an
Exhibit to Post-Effective Amendment No. 11 to the
Registration Statement on October 29, 1998, File No.
33-39242).

(c) Consent of Baird, Kurtz & Dobson (filed electronically
as an Exhibit to Post-Effective Amendment No. 11 to the
Registration Statement on October 29, 1998, File No.
33-39242).

12. (a) Semiannual Report of the Registrant dated May 31, 1998
(filed electronically on July 30, 1998, File No. 33-39242).

(b) Annual Report of the Registrant dated November 30, 1997
(filed electronically on January 23, 1998, File No.
33-39242).

(c) Annual Report of the Registrant dated November 30, 1996
(filed electronically on January 29, 1997, File No.
33-39242).

13. Agreements for Initial Capital, Etc. - None.

14. Model Retirement Plans (filed as Exhibits 14a-d to
Pre-Effective Amendment No. 4, File No. 33-39242, and
incorporated herein by reference).

15. (a) Master Distribution and Shareholder Services Plan of
Twentieth Century Capital Portfolios, Inc., Twentieth
Century Investors, Inc., Twentieth Century Strategic Asset
Allocations, Inc. and Twentieth Century World Investors,
Inc. (Advisor Class) dated September 3, 1996 (filed
electronically as an Exhibit to Post-Effective Amendment No.
9 on Form N-1A of American Century Capital Portfilios, Inc.,
File No. 33-64872).

(b) Amendment No. 1 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios, Inc.,
American Century Mutual Funds, Inc., American Century
Strategic Asset Allocations, Inc. and American Century World
Mutual Funds, Inc. (Advisor Class) dated June 13, 1997
(filed electronically as an exhibit to Post-Effective
Amendment No. 77 on Form N-1A of American Century Mutual
Funds, Inc., File No. 2-14213).

(c) Amendment No. 2 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios, Inc.,
American Century Mutual Funds, Inc., American Century
Strategic Asset Allocations, Inc. and American Century World
Mutual Funds, Inc. (Advisor Class) dated September 30, 1997
(filed electronically as an exhibit to Post-Effective
Amendment No. 78 on Form N-1A of American Century Mutual
Funds, Inc., File No. 2-14213).

(d) Amendment No. 3 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios, Inc.,
American Century Mutual Funds, Inc., American Century
Strategic Asset Allocations, Inc., and American Century
World Mutual Funds, Inc. (Advisor Class) dated June 30, 1998
(filed electronically as an Exhibit to Post-Effective
Amendment No. 11 on Form N-1A of American Century Capital
Portfolios, Inc., File No. 33-64872).

(e) Amendment No. 4 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios, Inc.,
American Century Mutual Funds, Inc., American Century
Strategic Asset Allocations, Inc., and American Century
World Mutual Funds, Inc. (Advisor Class) dated November 13,
1998 (filed herewith as EX-99.B15e).

(f) Shareholder Services Plan of Twentieth Century Capital
Portfolios, Inc., Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. (Service Class)
dated September 3, 1996 (filed electronically as an Exhibit
to Post-Effective Amendment No. 9 on Form N-1A of American
Century Capital Portfolios, Inc., File No. 33-64872).

16. Schedule of Computation for Performance Advertising
Quotations (filed electronically as an Exhibit to
Post-Effective Amendment No. 9 to the Registration Statement
on March 30, 1998, File No. 33-39242).

17. Power of Attorney (filed electronically as an Exhibit to
Post-Effective Amendment No. 10 to the Registration
Statement on August 18, 1998, File No. 33-39242).

18. (a) Multiple Class Plan of Twentieth Century Capital
Portfolios, Inc., Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. dated September 3,
1996 (filed electronically as an Exhibit to Post-Effective
Amendment No. 9 on Form N-1A of American Century Capital
Portfolios, Inc, File No. 33-64872).

(b) Amendment No. 1 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century Mutual
Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. dated
June 13, 1997 (filed electronically as an Exhibit to
Post-Effective Amendment No. 77 on Form N-1A of American
Century Mutual Funds, Inc., File No. 2-14213).

(c) Amendment No. 2 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century Mutual
Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. dated
September 30, 1997 (filed electronically as an Exhibit to
Post-Effective Amendment No. 78 on Form N-1A of American
Century Mutual Funds, Inc., File No. 2-14213).

(d) Amendment No. 3 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century Mutual
Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. dated
June 30, 1998 (filed electronically as an Exhibit to
Post-Effective Amendment No. 11 on Form N-1A of American
Century Capital Portfolios, Inc., File No. 33-64872).

(e) Amendment No. 4 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century Mutual
Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. dated
November 13, 1998 (filed herewith as EX-99.18e).

27. (a) Financial Data Schedule for American Century - Twentieth
Century International Growth Fund (filed herewith as
EX-27.1.1).

(b) Financial Data Schedule for American Century - Twentieth
Century International Discovery Fund (filed herewith as
EX-27.1.2).

(c) Financial Data Schedule for American Century - Twentieth
Century Emerging Markets Fund (filed herewith as EX-27.1.3).

ITEM 25 Persons Controlled by or Under Common Control with Registrant - None.

ITEM 26 Number of Holders of Securities

Number of Record Holders
As of September 30, 1998
Investor Institutional Advisor
Title of Series Class Class Class
--------------- ------------------------------------

American Century - Twentieth Century
International Growth Fund 104,175 2 25

American Century - Twentieth Century
International Discovery Fund 22,274 8 1

American Century - Twentieth Century
Emerging Markets Fund 912 0 0

ITEM 27 Indemnification

The Registrant is a Maryland Corporation. Section 2-418 of the
Maryland General Corporation Law allows a Maryland corporation to
indemnify its officers, directors, employees and agents to the extent
provided in such statute.

Article XIII of the Registrant's Articles of Incorporation, requires
the indemnification of the Registrant's directors and officers to the
extent permitted by Section 2-418 of the Maryland General Corporation
Law, the Investment Company Act of 1940 and all other applicable laws.

The Registrant has purchased an insurance policy insuring its officers
and directors against certain liabilities which such officers and
directors may incur while acting in such capacities and providing
reimbursement to the Registrant for sums which it may be permitted or
required to pay to its officers and directors by way of
indemnification against such liabilities, subject in either case to
clauses respecting deductibility and participation.

ITEM 28 Business and Other Connections of Investment Advisor.

American Century Investment Management, Inc., the investment advisor,
is engaged in the business of managing investments for registered
investment companies, deferred compensation plans and other
institutional investors.

ITEM 29 Principal Underwriter.

(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick - Cendant Investment Trust
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds I
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Orbitex Group of Funds
SG Cowen Funds, Inc.
SG Cowen Income + Growth Fund, Inc.
SG Cowen Standby Reserve Fund, Inc.
SG Cowen Standby Tax-Exempt Reserve Fund, Inc.
SG Cowen Series Funds, Inc.
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

The Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. The Distributor is located at 60
State Street, Suite 1300, Boston, Massachusetts 02109. The Distributor
is an indirect wholly-owned subsidiary of Boston Institutional Group,
Inc., a holding company all of whose outstanding shares are owned by
key employees.

(b) The following is a list of the executive officers, directors and
partners of the Distributor:

<TABLE>
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant
<S> <C> <C>
Marie E. Connolly Director, President and Chief None
Executive Officer

George A. Rio Executive Vice President President, Principal Executive
and Principal Financial Officer

Donald R. Roberson Executive Vice President None

William S. Nichols Executive Vice President None

Margaret W. Chambers Senior Vice President, General None
Counsel, Chief Compliance
Officer, Secretary and Clerk
Michael S. Petrucelli Senior Vice President None

Joseph F. Tower, III Director, Senior Vice President, None
Treasurer and Chief Financial
Officer

Paula R. David Senior Vice President None

Allen B. Closser Senior Vice President None

Bernard A. Whalen Senior Vice President None

William J. Nutt Chairman and Director None
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>
(c) Not applicable.

ITEM 30 Location of Accounts and Records

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, and the rules promulgated thereunder,
are in the possession of Registrant, American Century Services
Corporation and American Century Investment Management, Inc., all
located at American Century Tower, 4500 Main Street, Kansas City,
Missouri 64111.

ITEM 31 Management Services - None.

ITEM 32 Undertakings.

(a) Not applicable.

(b) Not applicable.

(c) The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

(d) The Registrant hereby undertakes that it will, if requested to do
so by the holders of at least 10% of the Registrant's outstanding
votes, call a meeting of shareholders for the purpose of voting
upon the question of the removal of a director and to assist in
communication with other shareholders as required by Section
16(c).
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, American Century World Mutual Funds, Inc., the
Registrant, certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 12 to its Registration Statement pursuant to
Rule 485(b) promulgated under the Securities Act of 1933, as amended, and has
duly caused this Post-Effective Amendment No. 12 to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Kansas City, State of Missouri on the 13th day of November, 1998.

American Century World Mutual Funds, Inc.
(Registrant)

By:/s/David H. Reinmiller
David H. Reinmiller,
Assistant Vice President and
Assistant General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 11 has been signed below by the following persons
in the capacities and on the dates indicated.

Signature Title Date

*George A. Rio President, Principal Executive November 13, 1998
George A. Rio and Principal Financial Officer

*Maryanne Roepke Vice President, Treasurer and November 13, 1998
Maryanne Roepke Principal Accounting Officer

*James E. Stowers, Jr. Chairman of the Board and November 13, 1998
James E. Stowers, Jr. Director

*James E. Stowers III Director November 13, 1998
James E. Stowers III

*Thomas A. Brown Director November 13, 1998
Thomas A. Brown

*Robert W. Doering, M.D. Director November 13, 1998
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D. Director November 13, 1998
Andrea C. Hall, Ph.D.

*Donald H. Pratt Director November 13, 1998
Donald H. Pratt

*Lloyd T. Silver, Jr. Director November 13, 1998
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director November 13, 1998
M. Jeannine Strandjord

*D. D. (Del) Hock Director November 13, 1998
D. D. (Del) Hock

*By /s/David H. Reinmiller
David H. Reinmiller
Attorney-in-Fact

EXHIBIT INDEX

American Century World Mutual Funds, Inc.

Exhibit Description of Document
Number

EX-99.B1a Articles of Incorporation of Twentieth Century World Investors,
Inc. (filed as a part of Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A of the Registrant, File No.
33-39242, filed March 29, 1996 and incorporated herein by
reference).

EX-99.B1b Articles of Amendment of Twentieth Century World Investors, Inc.
dated August 10, 1993 (filed as a part of Post-Effective
Amendment No. 9 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed March 30, 1998 and
incorporated herein by reference).

EX-99.B1c Articles Supplementary of Twentieth Century World Investors,
Inc., dated November 8, 1993 (filed as a part of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed March 29, 1996 and
incorporated herein by reference).

EX-99.B1d Articles Supplementary of Twentieth Century World Investors,
Inc., dated April 24, 1995 (filed as a part of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed March 29, 1996 and
incorporated herein by reference).

EX-99.B1e Articles Supplementary of Twentieth Century World Investors,
Inc., dated March 11, 1996 (filed as a part of Post-Effective
Amendment No. 7 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed June 13, 1996 and
incorporated herein by reference).

Ex-99.B1f Articles Supplementary of Twentieth Century World Investors, Inc.
dated September 9, 1996 (filed as a part of Post-Effective
Amendment No. 9 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed March 30, 1998 and
incorporated herein by reference).

EX-99.B1g Articles of Amendment of Twentieth Century World Investors, Inc.
dated December 2, 1996 (filed as a part of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed March 31, 1997 and
incorporated herein by reference).

EX-99.B1h Articles Supplementary of American Century World Mutual Funds,
Inc. dated December 2, 1996 (filed as a part of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed March 31, 1997 and
incorporated herein by reference).

EX-99.B1i Articles Supplementary of World Mutual Funds, Inc. dated November
13, 1998.

EX-99.B2a By-Laws of Twentieth Century World Investors, Inc. (filed as a
part of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A of the Registrant, File No. 33-39242,
filed March 29, 1996 and incorporated herein by reference).

Ex-99.B2b Amendment to By-Laws of American Century World Mutual Funds, Inc.
(filed as a part of Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A of American Century Capital
Portfolios, Inc., File No. 33-64872, filed February 17, 1998 and
incorporated herein by reference).

EX-99.B4 Specimen Certificate representing shares of common stock of
American Century World Mutual Funds, Inc. (filed as a part of
Post-Effective Amendment No. 8 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, filed March 31,
1997 and incorporated herein by reference).

EX-99.B5a Management Agreement between American Century World Mutual Funds,
Inc. and American Century Investment Management, Inc. dated
August 1, 1997.

EX-99.B5b Addendum to Management Agreement between American Century World
Mutual Funds, Inc. and American Century Investment Management,
Inc. dated December 1, 1998.

EX-99.B6a Distribution Agreement between American Century World Mutual
Funds, Inc. and Funds Distributor, Inc. dated January 15, 1998
(filed as a part of Post-Effective Amendment No. 28 to the
Registration Statement on Form N-1A of American Century Target
Maturities Trust, File No. 2-94608, filed on January 30, 1998,
and incorporated herein by reference).

EX-99.B6b Amendment No. 1 to the Distribution Agreement between American
Century World Mutual Funds, Inc. and Funds Distributor, Inc.
dated June 1, 1998 (filed as a part of Post-Effective Amendment
No. 11 to the Registration Statement on Form N-1A of American
Century Capital Portfolios, Inc., File No. 33-64872, filed on
June 26, 1998, and incorporated herein by reference).

EX-99.B6c Amendment No. 2 to the Distribution Agreement between American
Century World Mutual Funds, Inc. and Funds Distributor, Inc.
dated December 1, 1998.

EX-99.B8a Custody Agreement by and between Twentieth Century World
Investors, Inc. and UMB Bank, N.A. (filed as a part of
Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, filed March 29,
1996 and incorporated herein by reference).

EX-99.B8b Amendment No. 1 to Custody Agreement by and between Twentieth
Century World Investors, Inc. and UMB Bank, N.A., dated January
25, 1996 (filed as a part of Post-Effective Amendment No. 6 to
the Registration Statement on Form N-1A of the Registrant, File
No. 33-39242, filed March 29, 1996 and incorporated herein by
reference).

EX-99.B8c Master Agreement by and between Twentieth Century Services, Inc.
and Commerce Bank, N. A. dated January 22, 1997 (filed as a part
of Post-Effective Amendment No. 76 to the Registration Statement
on Form N-1A of American Century Mutual Funds, Inc., File No.
2-14213, filed February 28, 1997 and incorporated herein by
reference).

EX-99.B8d Global Custody Agreement between The Chase Manhattan Bank and the
Twentieth Century and Benham funds, dated August 6, 1996 (filed
as a part of Post-Effective Amendment No. 31 to the Registration
Statement on Form N-1A of American Century Government Income
Trust, File No. 2-99222, filed February 7, 1997, and incorporated
herein by reference).

EX-99.B9 Transfer Agency Agreement dated as of March 1, 1991, by and
between Twentieth Century World Investors, Inc. and Twentieth
Century Services, Inc. (filed as a part of Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A of the
Registrant, File No. 33-39242, filed March 29, 1996 and
incorporated herein by reference).

EX-99.B10 Opinion and Consent of Counsel (filed as a part of Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-39242, filed on October 29, 1998 and
incorporated herein by reference).

EX-99.B11a Consent of Deloitte & Touche LLP (filed as a part of
Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, filed on October
29, 1998 and incorporated herein by reference).

EX-99.B11b Consent of Ernst & Young LLP (filed as a part of Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-39242, filed on October 29, 1998 and
incorporated herein by reference).

EX-99.B11c Consent of Baird, Kurtz & Dobson (filed as a part of
Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, filed on October
29, 1998 and incorporated herein by reference).

EX-99.B12a Semiannual Report of the Registrant dated May 31, 1998 (filed
July 30, 1998, File No. 33-39242, and incorporated herein by
reference).

EX-99.B12b Annual Report of the Registrant dated November 30, 1997 (filed
January 23, 1998, File No. 33-39242, and incorporated herein by
reference).

EX-99.B12c Annual Report of the Registrant dated November 30, 1996 (filed
January 29, 1997, File No. 33-39242, and incorporated herein by
reference).

EX-99.B14 Model Retirement Plans (filed as Exhibits 14a-d to Pre-Effective
Amendment No. 4 to the Registration Statement on Form N-1A, File
No. 33-39242, and incorporated herein by reference).

EX-99.B15a Master Distribution and Shareholder Services Plan of Twentieth
Century Capital Portfolios, Inc., Twentieth Century Investors,
Inc., Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. (Advisor Class) dated
September 3, 1996 (filed as a part of Post-Effective Amendment
No. 9 to the Registration Statement on Form N-1A of American
Century Capital Portfolios, Inc., File No. 33-64872, filed
February 17, 1998 and incorporated herein by reference).

EX-99.B15b Amendment No. 1 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated June 13, 1997 (filed as a part of
Post-Effective Amendment No. 77 to the Registration Statement on
Form N-1A of American Century Mutual Funds, Inc., File No.
2-14213, filed July 17, 1997 and incorporated herein by
reference).

EX-99.B15c Amendment No. 2 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated September 30, 1997 (filed as a part of
Post-Effective Amendment No. 78 to the Registration Statement on
Form N-1A of American Century Mutual Funds, Inc., File No.
2-14213, filed February 26, 1998 and incorporated herein by
reference).

EX-99.B15d Amendment No. 3 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated June 30, 1998 (filed as a part of
Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A of American Century Capital Portfolios, Inc., File No.
33-64872, filed June 26, 1998 and incorporated herein by
reference).

EX-99.B15e Amendment No. 4 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated November 13, 1998.

EX-99.B15f Shareholder Services Plan of Twentieth Century Capital
Portfolios, Inc., Twentieth Century Investors, Inc., Twentieth
Century Strategic Asset Allocations, Inc. and Twentieth Century
World Investors, Inc. (Service Class) dated September 3, 1996
(filed as a part of Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A of American Century Capital
Portfolios, Inc., File No. 33-64872, filed February 17, 1998 and
incorporated herein by reference).

EX-99.B16 Schedule of Computation for Performance Advertising Quotations
(filed as a part of Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A of the Registrant, File No.
33-39242, filed March 30, 1998 and incorporated herein by
reference).

EX-99.B17 Power of Attorney dated July 25, 1998 (filed as a part of
Post-Effective Amendment No. 10 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, filed August 18,
1998 and incorporated herein by reference).

EX-99.B18a Multiple Class Plan of Twentieth Century Capital Portfolios,
Inc., Twentieth Century Investors, Inc., Twentieth Century
Strategic Asset Allocations, Inc. and Twentieth Century World
Investors, Inc. dated September 3, 1996 (filed as a part of
Post-Effective Amendment No. 9 to the Registration Statement on
Form N-1A of American Century Capital Portfolios, Inc., File No.
33-64872, filed February 17, 1998 and incorporated herein by
reference).

EX-99.B18b Amendment No. 1 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated June 13, 1997 (filed as a
part of Post-Effective Amendment No. 77 to the Registration
Statment on Form N-1A of American Century Mutual Funds, Inc.,
File No. 2-14213, filed on July 17, 1997 and incorporated herein
by reference).

EX-99.B18c Amendment No. 2 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated September 30, 1997 (filed
as a part of Post-Effective Amendment No. 78 to the Registration
Statement on Form N-1A of American Century Mutual Funds, Inc.,
File No. 2-14213, filed on February 26, 1998 and incorporated
herein by reference).

EX-99.B18d Amendment No. 3 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated June 30, 1998 (filed as a
part of Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A of American Century Capital Portfolios,
Inc., File No. 33-64872, filed on June 26, 1998 and incorporated
herein by reference).

EX-99.B18e Amendment No. 4 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated November 13, 1998.

EX-27.1.1 Financial Data Schedule for American Century - Twentieth Century
International Growth Fund.

EX-27.1.2 Financial Data Schedule for American Century - Twentieth Century
International Discovery Fund.

EX-27.1.3 Financial Data Schedule for American Century - Twentieth Century
Emerging Markets Fund.

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

ARTICLES SUPPLEMENTARY

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC., a Maryland corporation whose
principal Maryland office is located in Baltimore, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST: Pursuant to authority expressly vested in the Board of Directors
by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the
Corporation, the Board of Directors of the Corporation has duly established a
new series of shares titled American Century-Twentieth Century Global Growth
Fund (hereinafter referred to as a "Series") for the Corporation's stock and has
allocated Three Hundred Seventy Five Million (375,000,000) shares of the One
Billion One Hundred Million (1,100,000,000) shares of authorized capital stock
of the Corporation, par value One Cent ($0.01) per share, for an aggregate par
value of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) to the
new Series. As a result of the action taken by the Board of Directors referenced
in Article FIRST of these Articles Supplementary, the four (4) Series of stock
of the Corporation and the number of shares and aggregate par value of each is
as follows:

Series Number of Shares Aggregate Par Value

American Century-Twentieth Century 500,000,000 $5,000,000
International Growth Fund
American Century-Twentieth Century 255,000,000 $2,550,000
International Discovery Fund
American Century-Twentieth Century 75,000,000 $ 750,000
Emerging Markets Fund
American Century-Twentieth Global 270,000,000 $2,700,000
Growth Fund

The par value of each share of stock in each Series is One Cent ($0.01) per
share.

SECOND: Pursuant to authority expressly vested in the Board of
Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation,
the Board of Directors of the Corporation (a) has duly established three (3)
classes of shares (each hereinafter referred to as a "Class") for the new Series
of the capital stock of the Corporation and (b) has allocated the shares
designated to the new Series in Article FIRST above among the Classes of shares.
As a result of the action taken by the Board of Directors, the Classes of shares
of the four (4) Series of stock of the Corporation and the number of shares and
aggregate par value of each is as follows:

<TABLE>
Number of Shares
as Allocated Aggregate
Series Name Class Name Par Value

<S> <C> <C> <C>
American Century-Twentieth Century Investor 400,000,000 $4,000,000
International Growth Fund Institutional 50,000,000 500,000
Service 0 0
Advisor 50,000,000 500,000

American Century-Twentieth Century Investor 220,000,000 $2,200,000
International Discovery Fund Institutional 25,000,000 250,000
Service 0 0
Advisor 10,000,000 100,000

American Century-Twentieth Century Investor 50,000,000 $500,000
Emerging Markets Fund Institutional 12,500,000 125,000
Service 0 0
Advisor 12,500,000 125,000

American Century-Twentieth Global Investor 220,000,000 $2,200,000
Growth Fund Institutional 25,000,000 250,000
Advisor 25,000,000 250,000
</TABLE>

THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or Class or any unissued
shares that have not been allocated to a Series or Class, and to fix or alter
all terms thereof, to the full extent provided by the Articles of Incorporation
of the Corporation.

FOURTH: A description of the series and classes of shares, including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions for
redemption is set forth in the Articles of Incorporation of the Corporation and
is not changed by these Articles Supplementary, except with respect to the
creation and/or designation of the various Series.

FIFTH: The Board of Directors of the Corporation duly adopted
resolutions dividing into Series the authorized capital stock of the Corporation
and allocating shares to each Series as set forth in these Articles
Supplementary.

SIXTH: The Board of Directors of the Corporation duly adopted
resolutions establishing a new Series and allocating shares to the Series, as
set forth in Article FIRST, and dividing the Series of capital stock of the
Corporation into Classes as set forth in Article SECOND.

IN WITNESS WHEREOF, AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. has
caused these Articles Supplementary to be signed and acknowledged in its name
and on its behalf by its Vice President and its corporate seal to be hereunto
affixed and attested to by its Assistant Secretary on this 13th day of November,
1998.

AMERICAN CENTURY WORLD
ATTEST: MUTUAL FUNDS, INC.

/s/ David H. Reinmiller By: /s/ Patrick A. Looby
Name: David H. Reinmiller Name: Patrick A. Looby
Title: Assistant Secretary Title: Vice President

THE UNDERSIGNED Vice President of AMERICAN CENTURY WORLD MUTUAL FUNDS,
INC., who executed on behalf of said Corporation the foregoing Articles
Supplementary to the Charter, of which this certificate is made a part, hereby
acknowledges, in the name of and on behalf of said Corporation, the foregoing
Articles Supplementary to the Charter to be the corporate act of said
Corporation, and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects under the penalties of
perjury.

Dated: November 13, 1998 /s/ Patrick A. Looby
Patrick A. Looby, Vice President

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 1st day of
August, 1997, by and between AMERICAN CENTURY WORLD MUTUAL FUNDS, INC., a
Maryland corporation (hereinafter called the "Corporation"), and AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (hereinafter called
the "Investment Manager").

WHEREAS, the Corporation has adopted a Multiple Class Plan dated as of
September 3, 1996 (as the same may be amended from time to time, the "Multiple
Class Plan"), pursuant to Rule 18f-3 of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and

WHEREAS, the Multiple Class Plan establishes four classes of shares for
certain series of shares of the Corporation: the Investor Class, the
Institutional Class, the Service Class, and the Advisor Class; and

WHEREAS, the parties hereto desire to enter into this Agreement to
arrange for investment management services to be provided by Investment Manager
for all classes of shares issued by the Corporation.

NOW, THEREFORE, IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:

1. Investment Management Services. The Investment Manager shall
supervise the investments of each class of each series of shares of the
Corporation contemplated as of the date hereof, and each class of each
subsequent series of shares as the Corporation shall select the Investment
Manager to manage. In such capacity, the Investment Manager shall either
directly, or through the utilization of others as contemplated by Section 7
below, maintain a continuous investment program for each series, determine what
securities shall be purchased or sold by each series, secure and evaluate such
information as it deems proper and take whatever action is necessary or
convenient to perform its functions, including the placing of purchase and sale
orders. In performing its duties hereunder, the Investment Manager will manage
the portfolio of all classes of shares of a particular series as a single
portfolio.

2. Compliance with Laws. All functions undertaken by the Investment
Manager hereunder shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and any rules and regulations promulgated thereunder;
(2) any other applicable provisions of law; (3) the Articles of Incorporation of
the Corporation as amended from time to time; (4) the Bylaws of the Corporation
as amended from time to time; (5) the Multiple Class Plan; and (6) the
registration statement(s) of the Corporation, as amended from time to time,
filed under the Securities Act of 1933 and the Investment Company Act.

3. Board Supervision. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the Board of
Directors of the Corporation, its executive committee, or any committee or
officers of the Corporation acting under the authority of the Board of
Directors.

4. Payment of Expenses. The Investment Manager will pay all of the
expenses of each class of each series of the Corporation's shares that it shall
manage other than interest, taxes, brokerage commissions, extraordinary
expenses, the fees and expenses of those directors who are not "interested
persons" as defined in the Investment Company Act (hereinafter referred to as
the "Independent Directors") (including counsel fees), and expenses incurred in
connection with the provision of shareholder services and distribution services
under the Master Distribution and Shareholder Services Plan adopted by the
Corporation and dated September 3, 1996. The Investment Manager will provide the
Corporation with all physical facilities and personnel required to carry on the
business of each class of each series of the Corporation's shares that it shall
manage, including but not limited to office space, office furniture, fixtures
and equipment, office supplies, computer hardware and software and salaried and
hourly paid personnel. The Investment Manager may at its expense employ others
to provide all or any part of such facilities and personnel.

5. Account Fees. The Corporation, by resolution of the Board of
Directors, including a majority of the Independent Directors, may from time to
time authorize the imposition of a fee as a direct charge against shareholder
accounts of any class of one or more of the series, such fee to be retained by
the Corporation or to be paid to the Investment Manager to defray expenses which
would otherwise be paid by the Investment Manager in accordance with the
provisions of paragraph 4 of this Agreement. At least sixty days prior written
notice of the intent to impose such fee must be given to the shareholders of the
affected class and series.

6. Management Fees.

(a) In consideration of the services provided by the Investment
Manager, each class of each series of shares of the Corporation managed by the
Investment Manager shall pay to the Investment Manager a per annum management
fee (hereinafter, the "Applicable Fee") as follows:

<TABLE>
Average Applicable
Name of Series Name of Class Net Asset Fee Rate
- -------------- ------------- --------- --------
<S> <C> <C> <C>

Twentieth Century Investor Class first $500 million 1.75%
International Discovery next $500 million 1.40%
Fund over $1 billion 1.20%
Institutional Class first $500 million 1.55%
next $500 million 1.20%
over $1 billion 1.00%
Service Class first $500 million 1.50%
next $500 million 1.15%
over $1 billion .95%
Advisor Class first $500 million 1.50%
next $500 million 1.15%
over $1 billion .95%

Asset Applicable
Name of Series Name of Class Level Fee Rate
- -------------- ------------- ----- --------

Twentieth Century Investor Class first $ 1 billion 1.50%
International Growth next $1 billion 1.20%
Fund over $2 billion 1.10%
Institutional Class first $1 billion 1.30%
next $1 billion 1.00%
over $2 billion .90%
Service Class first $1 billion 1.25%
next $1 billion .95%
over $2 billion .85%
Advisor Class first $1 billion 1.25%
next $1 billion .95%
over $2 billion .85%

Twentieth Century Investor Class first $500 million 2.00%
Emerging Markets next $500 million 1.50%
Fund over $1 billion 1.25%
Institutional Class first $500 million 1.80%
next $500 million 1.30%
over $1 billion 1.05%
Service Class first $500 million 1.75%
next $500 million 1.25%
over $1 billion 1.00%
Advisor Class first $500 million 1.75%
next $500 million 1.25%
over $1 billion 1.00%
</TABLE>

(b) On the first business day of each month, each class of each series
of shares set forth above shall pay the management fee at the rate specified by
subparagraph (a) of this paragraph 6 to the Investment Manager for the previous
month. The fee for the previous month shall be calculated by multiplying the
Applicable Fee set forth above for each class and series by the aggregate
average daily closing value of the net assets of each class and series during
the previous month, and further multiplying that product by a fraction, the
numerator of which shall be the number of days in the previous month, and the
denominator of which shall be 365 (366 in leap years).

(c) In the event that the Board of Directors of the Corporation shall
determine to issue any additional series or classes of shares for which it is
proposed that the Investment Manager serve as investment manager, the
Corporation and the Investment Manager may enter into an Addendum to this
Agreement setting forth the name of the series, the Applicable Fee and such
other terms and conditions as are applicable to the management of such series of
shares.

7. Subcontracts. In rendering the services to be provided pursuant to
this Agreement, the Investment Manager may, from time to time, engage or
associate itself with such persons or entities as it determines is necessary or
convenient in its sole discretion and may contract with such persons or entities
to obtain information, investment advisory and management services, or such
other services as the Investment Manager deems appropriate. Any fees,
compensation or expenses to be paid to any such person or entity shall be paid
by the Investment Manager, and no obligation to such person or entity shall be
incurred on behalf of the Corporation. Any arrangement entered into pursuant to
this paragraph shall, to the extent required by law, be subject to the approval
of the Board of Directors of the Corporation, including a majority of the
Independent Directors, and the shareholders of the Corporation.

8. Continuation of Agreement. This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, for a period of two years from
the execution hereof, and for as long thereafter as its continuance is
specifically approved at least annually (a) by the Board of Directors of the
Corporation or by the vote of a majority of the outstanding class of voting
securities of each series and (b) by the vote of a majority of the Directors of
the Corporation, who are not parties to the Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval.

9. Termination. This Agreement may be terminated by the Investment
Manager at any time without penalty upon giving the Corporation 60 days' written
notice, and may be terminated at any time without penalty by the Board of
Directors of the Corporation or by vote of a majority of the outstanding voting
securities of each class of each series on 60 days' written notice to the
Investment Manager.

10. Effect of Assignment. This Agreement shall automatically terminate
in the event of assignment by the Investment Manager, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the Investment
Company Act.

11. Other Activities. Nothing herein shall be deemed to limit or
restrict the right of the Investment Manager, or the right of any of its
officers, directors or employees (who may also be a director, officer or
employee of the Corporation), to engage in any other business or to devote time
and attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.

12. Standard of Care. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of its obligations or duties hereunder
on the part of the Investment Manager, it, as an inducement to it to enter into
this Agreement, shall not be subject to liability to the Corporation or to any
shareholder of the Corporation for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.

13. Separate Agreement. The parties hereto acknowledge that certain
provisions of the Investment Company Act, in effect, treat each series of shares
of an investment company as a separate investment company. Accordingly, the
parties hereto hereby acknowledge and agree that, to the extent deemed
appropriate and consistent with the Investment Company Act, this Agreement shall
be deemed to constitute a separate agreement between the Investment Manager and
each series of shares of the Corporation managed by the Investment Manager.

14. Use of the Names "American Century", "Twentieth Century", and
"Benham". The names "American Century", "Twentieth Century", and "Benham" and
all rights to the use of the names "American Century", "Twentieth Century", and
"Benham" are the exclusive property of American Century Services Corporation
and/or its affiliate, Benham Management Corporation (collectively, "ACSC"). ACSC
has consented to, and granted a non-exclusive license for, the use by the
Corporation of the names "American Century", "Twentieth Century", and "Benham"
in the name of the Corporation and any series of shares thereof. Such consent
and non-exclusive license may be revoked by ACSC in its discretion if ACSC, the
Investment Manager, or a subsidiary or affiliate of either of them is not
employed as the investment adviser of each series of shares of the Corporation.
In the event of such revocation, the Corporation and each series of shares
thereof using the names "American Century", "Twentieth Century", or "Benham"
shall cease using the names "American Century", "Twentieth Century", or
"Benham", unless otherwise consented to by ACSC or any successor to its interest
in such names.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first above written.

AMERICAN CENTURY WORLD AMERICAN CENTURY INVESTMENT
MUTUAL FUNDS, INC. MANAGEMENT, INC.

By: /s/ James E. Stowers III By: /s/ James E. Stowers III
Name: James E. Stowers III Name: James E. Stowers III
Title: President Title: President

Attest: /s/ William M. Lyons Attest: /s/ William M. Lyons
Name: William M. Lyons Name: William M. Lyons
Title: Secretary Title: Secretary

ADDENDUM TO MANAGEMENT AGREEMENT

THIS ADDENDUM, dated as of September 1, 1996, supplements the Management
Agreement (the "Agreement") dated as of August 1, 1994, by and between Twentieth
Century World Investors, Inc. (the "Corporation") and Investors Research
Corporation (the "Investment Manager"). All capitalized terms used herein and
not otherwise defined have the meaning given them in the Agreement.

IN CONSIDERATION of the mutual promises and conditions herein contained,
the parties agree as follows:

1. The Investment Manager shall manage the following series (the "New Series")
to be issued by the Corporation, and for such management shall receive the
Applicable Fee set forth below:

Name of Series Applicable Fee

Emerging Markets Fund 2.00% of first $500 million
1.50% of the next $500 million
1.25% over $1 billion

2. The Investment Manager shall manage the New Series in accordance with the
terms and conditions specified in the Agreement for its existing management
responsibilities.

IN WITNESS WHEREOF, the parties have caused this Addendum to the Agreement
to be executed by their respective duly authorized officers as of the day and
year first above written.

TWENTIETH CENTURY WORLD
Attest: INVESTORS, INC.

/s/William M. Lyons By: /s/James E. Stowers III
William M. Lyons James E. Stowers III
Secretary President

INVESTORS RESEARCH CORPORATION
Attest:

/s/William M. Lyons By: /s/James E. Stowers III
William M. Lyons James E. Stowers III
Secretary President

AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT

THIS AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT is made as of the 1st
day of December, 1998, by and between each of the open end management investment
companies listed on Schedule A, attached hereto, as of the dates noted on such
Schedule A, together with all other open end management investment companies
subsequently established and made subject to this Agreement in accordance with
Section 16 (the "Issuers") and Funds Distributor, Inc. ("Distributor").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Distribution Agreement.

RECITALS

WHEREAS, the Issuers and Distributor are parties to a certain
Distribution Agreement dated January 15, 1998, amended June 1, 1998 (the
"Distribution Agreement"); and

WHEREAS, American Century World Mutual Funds has added a series,
American Century - Twentieth Century Global Growth Fund; and

WHEREAS, the parties desire to amend the Distribution Agreement to add
the new series.

NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

1. The new series is hereby added as a party to the Distribution
Agreement.

2. Schedules A, B, C, D and E to Distribution Agreement are hereby
amended by deleting the text thereof in their entirety and inserting in lieu
therefor the Schedules A, B, C, D and E attached hereto.

3. After the date hereof, all references to the Distribution Agreement
shall be deemed to mean the Distribution Agreement, as amended by Amendment No.
1 and this Amendment No. 2.

4. In the event of a conflict between the terms of this Amendment No.2,
Amendment No. 1 and the Distribution Agreement, it is the intention of the
parties that the terms of this Amendment No. 2 shall control and the
Distribution Agreement shall be interpreted on that basis. To the extent the
provisions of the Distribution Agreement and Amendment No. 1 have not been
amended by this Amendment No. 2, the parties hereby confirm and ratify the
Distribution Agreement.

5. This Amendment No. 2 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the date first above written.

FUNDS DISTRIBUTOR, INC.

By: /s/ Marie E. Connolly
Name: Marie E. Connolly
Title: President and CEO

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY PREMIUM RESERVES, INC.
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
AMERICAN CENTURY TARGET MATURITIES TRUST
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

By: /s/ Patrick A. Looby
Patrick A. Looby
Vice President of each of the Issuers

<TABLE>
<CAPTION>
SCHEDULE A

Companies and Funds Covered by this Distribution Agreement

Fund Date of Agreement
<S> <C>

AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
0 Benham California Municipal Money Market Fund January 15, 1998
0 Benham California High-Yield Municipal Fund January 15, 1998
0 Benham California Tax-Free Money Market Fund January 15, 1998
0 Benham California Limited Term Tax-Free Fund January 15, 1998
0 Benham California Intermediate-Term Tax-Free Fund January 15, 1998
0 Benham California Long-Term Tax-Free Fund January 15, 1998
0 Benham California Insured Tax-Free Fund January 15, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0 American Century Equity Income Fund January 15, 1998
0 American Century Real Estate Fund January 15, 1998
0 American Century Value Fund January 15, 1998
0 American Century Small Cap Value Fund July 30, 1998

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0 Benham Short-Term Treasury Fund January 15, 1998
0 Benham Intermediate-Term Treasury Fund January 15, 1998
0 Benham Long-Term Treasury Fund January 15, 1998
0 Benham Government Agency Money Market Fund January 15, 1998
0 Benham Short-Term Government Fund January 15, 1998
0 Benham GNMA Fund January 15, 1998
0 Benham Inflation-Adjusted Treasury Fund January 15, 1998
0 Benham Capital Preservation Fund January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0 Benham International Bond Fund January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
0 Benham Prime Money Market Fund January 15, 1998

AMERICAN CENTURY MUNICIPAL TRUST
0 Benham Arizona Intermediate-Term Municipal Fund January 15, 1998
0 Benham Florida Municipal Money Market Fund January 15, 1998
0 Benham Florida Intermediate-Term Municipal Fund January 15, 1998
0 Benham Tax-Free Money Market Fund January 15, 1998
0 Benham Intermediate-Term Tax-Free Fund January 15, 1998
0 Benham Long-Term Tax-Free Fund January 15, 1998
0 Benham Limited-Term Tax-Free Fund January 15, 1998
0 Benham High-Yield Municipal Fund March 31, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0 American Century Balanced Fund January 15, 1998
0 Twentieth Century Growth Fund January 15, 1998
0 Twentieth Century Heritage Fund January 15, 1998
0 Benham Intermediate-Term Bond Fund January 15, 1998
0 Benham Limited-Term Bond Fund January 15, 1998
0 Benham Bond Fund January 15, 1998
0 Twentieth Century Select Fund January 15, 1998
0 Twentieth Century Ultra Fund January 15, 1998
0 Twentieth Century Vista Fund January 15, 1998
0 Twentieth Century Giftrust January 15, 1998
0 Twentieth Century New Opportunities Fund January 15, 1998
0 Benham High Yield Fund January 15, 1998

AMERICAN CENTURY PREMIUM RESERVES, INC.
0 Benham Premium Government Reserve Fund January 15, 1998
0 Benham Premium Capital Reserve Fund January 15, 1998
0 Benham Premium Managed Bond Fund January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0 American Century Equity Growth Fund January 15, 1998
0 American Century Income & Growth Fund January 15, 1998
0 American Century Global Gold Fund January 15, 1998
0 American Century Global Natural Resources Fund January 15, 1998
0 American Century Utilities Fund January 15, 1998
0 American Century Small Cap Quantitative Fund July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0 American Century Strategic Allocation: Aggressive January 15, 1998
0 American Century Strategic Allocation: Conservative January 15, 1998
0 American Century Strategic Allocation: Moderate January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
0 Benham Target Maturities Trust: 2000 January 15, 1998
0 Benham Target Maturities Trust: 2005 January 15, 1998
0 Benham Target Maturities Trust: 2010 January 15, 1998
0 Benham Target Maturities Trust: 2015 January 15, 1998
0 Benham Target Maturities Trust: 2020 January 15, 1998
0 Benham Target Maturities Trust: 2025 January 15, 1998

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
0 American Century VP Advantage January 15, 1998
0 American Century VP Balanced January 15, 1998
0 American Century VP Capital Appreciation January 15, 1998
0 American Century VP International January 15, 1998
0 American Century VP Income & Growth January 15, 1998
0 American Century VP Value January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0 Twentieth Century Emerging Markets Fund January 15, 1998
0 Twentieth Century International Growth Fund January 15, 1998
0 Twentieth Century International Discovery Fund January 15, 1998
0 Twentieth Century Global Growth Fund December 1, 1998

SCHEDULE B

Investor Class Funds
Fund Date of Agreement

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0 American Century Equity Income Fund1 January 15, 1998
0 American Century Real Estate Fund1 January 15, 1998
0 American Century Value Fund1 January 15, 1998
0 American Century Small Cap Value Fund1 July 30, 1998

AMERICAN CENTURY GOVERNMENT INCOME TRUST
0 Benham Short-Term Treasury Fund1 January 15, 1998
0 Benham Intermediate-Term Treasury Fund1 January 15, 1998
0 Benham Long-Term Treasury Fund1 January 15, 1998
0 Benham Government Agency Money Market Fund1 January 15, 1998
0 Benham Short-Term Government Fund1 January 15, 1998
0 Benham GNMA Fund1 January 15, 1998
0 Benham Inflation-Adjusted Treasury Fund1 January 15, 1998
0 Benham Capital Preservation Fund January 15, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0 Benham International Bond Fund1 January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
0 Benham Prime Money Market Fund1 June 1, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0 American Century Balanced Fund1 January 15, 1998
0 Twentieth Century Growth Fund1 January 15, 1998
0 Twentieth Century Heritage Fund1 January 15, 1998
0 Benham Intermediate-Term Bond Fund1 January 15, 1998
0 Benham Limited-Term Bond Fund1 January 15, 1998
0 Benham Bond Fund1 January 15, 1998
0 Twentieth Century Select Fund1 January 15, 1998
0 Twentieth Century Ultra Fund1 January 15, 1998
0 Twentieth Century Vista Fund1 January 15, 1998
0 Twentieth Century Giftrust January 15, 1998
0 Twentieth Century New Opportunities Fund January 15, 1998
0 Benham High Yield Fund January 15, 1998

AMERICAN CENTURY PREMIUM RESERVES, INC.
0 Benham Premium Government Reserve Fund January 15, 1998
0 Benham Premium Capital Reserve Fund January 15, 1998
0 Benham Premium Bond Fund January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0 American Century Equity Growth Fund1 January 15, 1998
0 American Century Income & Growth Fund1 January 15, 1998
0 American Century Global Gold Fund1 January 15, 1998
0 American Century Global Natural Resources Fund1 January 15, 1998
0 American Century Utilities Fund1 January 15, 1998
0 American Century Small Cap Quantitative Fund1 July 30, 1998

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0 American Century Strategic Allocation: Aggressive1 January 15, 1998
0 American Century Strategic Allocation: Conservative1 January 15, 1998
0 American Century Strategic Allocation: Moderate1 January 15, 1998

AMERICAN CENTURY TARGET MATURITIES TRUST
0 Benham Target Maturities Trust: 20001 January 15, 1998
0 Benham Target Maturities Trust: 20051 January 15, 1998
0 Benham Target Maturities Trust: 20101 January 15, 1998
0 Benham Target Maturities Trust: 20151 January 15, 1998
0 Benham Target Maturities Trust: 20201 January 15, 1998
0 Benham Target Maturities Trust: 20251 January 15, 1998

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0 Twentieth Century Emerging Markets Fund1 January 15, 1998
0 Twentieth Century International Growth Fund1 January 15, 1998
0 Twentieth Century International Discovery Fund1 January 15, 1998
0 Twentieth Century Global Growth Fund1 December 1, 1998

- ----------

(1) Multiple Classes of Shares

SCHEDULE C

Institutional Class Funds

Fund Date of Agreement

AMERICAN CENTURY MUTUAL FUNDS, INC.
0 American Century Balanced Fund January 15, 1998
0 Twentieth Century Growth Fund January 15, 1998
0 Twentieth Century Heritage Fund January 15, 1998
0 Twentieth Century Select Fund January 15, 1998
0 Twentieth Century Ultra Fund January 15, 1998
0 Twentieth Century Vista Fund January 15, 1998

AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
0 American Century Equity Growth Fund January 15, 1998
0 American Century Income & Growth Fund January 15, 1998
0 American Century Small Cap Quantitative Fund July 30, 1998

SCHEDULE D

Service Class Funds
Fund Date of Agreement

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0 American Century Equity Income Fund January 15, 1998
0 American Century Real Estate Fund January 15, 1998
0 American Century Value Fund January 15, 1998

SCHEDULE E

Advisor Class Funds

Fund Date of Agreement

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0 American Century Equity Income Fund January 15, 1998
0 American Century Value Fund January 15, 1998
0 American Century Real Estate Fund January 15, 1998
0 American Century Small Cap Value Fund July 30, 1998

AMERICAN CENTURY INTERNATIONAL BOND FUNDS
0 Benham International Bond Fund January 15, 1998

AMERICAN CENTURY INVESTMENT TRUST
0 Benham Prime Money Market Fund June 1, 1998
</TABLE>

AMENDMENT NO. 4 TO MASTER DISTRIBUTION
AND SHAREHOLDER SERVICES PLAN
OF
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

Advisor Class

THIS AMENDMENT NO. 4 TO MASTER DISTRIBUTION AND SHAREHOLDER SERVICES
PLAN is made as of the 13th day of November, 1998, by each of the above named
corporations (the "Issuers"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Master Distribution and
Shareholder Services Plan.

RECITALS

WHEREAS, the Issuers are parties to a certain Master Distribution and
Shareholder Services Plan dated September 3, 1996, amended June 13, 1997,
September 30, 1997 and June 30, 1998 (the "Plan"); and

WHEREAS, American Century World Mutual Funds, Inc., has added a series,
the American Century-Twentieth Century Global Growth Fund (the "Fund"), for
which the Fund's board has established an Advisor Class of shares; and

WHEREAS, the parties desire to amend the Plan to adopt the Plan on
behalf of the Fund.

NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

1. American Century World Mutual Funds, Inc. hereby adopts the Plan on
behalf of the Fund, in accordance with Rule 12b-1 under the 1940 Act and on the
terms and conditions contained in the Plan.

2. Schedule A to the Plan is hereby amended by deleting the text
thereof in its entirety and inserting in lieu therefor the Schedule A attached
hereto.

3. After the date hereof, all references to the Plan shall be deemed to
mean the Master Distribution and Shareholder Services Plan, as amended by
Amendment No. 1 , Amendment No. 2, Amendment No. 3 and this Amendment No. 4.

4. In the event of a conflict between the terms of this Amendment No.4
and the Plan, it is the intention of the parties that the terms of this
Amendment No. 4 shall control and the Plan shall be interpreted on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 4, the parties hereby confirm and ratify the Plan.

5. This Amendment No. 4 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 4
as of the date first above written.

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

BY: /s/ Patrick A. Looby
Patrick A. Looby
Vice President of each of the Issuers

<PAGE>
SCHEDULE A

Series Offering Advisor Class Shares

Fund Date Plan Adopted
- ---- -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
0 American Century Equity Income Fund September 3, 1996
0 American Century Value Fund September 3, 1996
0 American Century Real Estate Fund June 13, 1997
0 American Century Small Cap Value Fund June 30, 1998

AMERICAN CENTURY MUTUAL FUNDS, INC.
0 American Century Balanced Fund September 3, 1996
0 Twentieth Century Growth Fund September 3, 1996
0 Twentieth Century Heritage Fund September 3, 1996
0 Benham Intermediate-Term Bond Fund September 3, 1996
0 Benham Limited-Term Bond Fund September 3, 1996
0 Benham Bond Fund September 3, 1996
0 Twentieth Century Select Fund September 3, 1996
0 Twentieth Century Ultra Fund September 3, 1996
0 Twentieth Century Vista Fund September 3, 1996
0 Benham High-Yield Fund September 20, 1997

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0 American Century Strategic Allocation: Aggressive September 3, 1996
0 American Century Strategic Allocation: Conservative September 3, 1996
0 American Century Strategic Allocation: Moderate September 3, 1996

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
0 Twentieth Century International Growth Fund September 3, 1996
0 Twentieth Century International Discovery Fund September 3, 1996
0 Twentieth Century Emerging Markets Fund September 3, 1996
0 Twentieth Century Global Growth Fund December 1, 1998

AMENDMENT NO. 4 TO MULTIPLE CLASS PLAN
OF
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

THIS AMENDMENT NO. 4 TO MULTIPLE CLASS PLAN is made as of the 13th day
of November, 1998, by each of the above named corporations (the "Issuers").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Multiple Class Plan.

RECITALS

WHEREAS, the Issuers are parties to a certain Multiple Class Plan dated
as of May 31, 1996, amended June 13, 1997, September 30, 1997 and June 30, 1998
(the "Plan"); and

WHEREAS, the parties desire to amend the Plan to permit investment in
the Institutional Class of shares by certain large defined contribution plans;
and

WHEREAS, American Century World Mutual Funds, Inc., has added a series,
American Century-Twentieth Century Global Growth Fund (the "Fund"), offering
multiple classes; and

WHEREAS, the parties desire to amend the Plan to adopt the Plan on
behalf of the Fund.

NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

1. Section 2b(2) of the Agreement is hereby deleted in its entirety and
replaced with the following language:

Institutional Class Unified Fee. The Issuers of the Funds
listed on SCHEDULE A as being authorized to issue
Institutional Class shares shall enter into a Management
Agreement with IRC providing for a unified fee of 20 basis
points less than the existing unified fee in place for the
corresponding Retail Class of such Funds, as described in each
Fund's current prospectus or prospectus supplement.
Institutional Class shares will be made available to large
institutional shareholders, such as corporations and
retirement plans and other pooled accounts that meet certain
investment minimums established from time to time by IRC.
Institutional Class shares are not eligible for purchase by
insurance companies, except in connection with a product for
defined benefit plans and defined contribution plans not
involving a group annuity contract.

2. American Century World Mutual Funds, Inc. hereby adopts the Plan on
behalf of the Fund, in accordance with Rule 18f-3 under the 1940 Act and on the
terms and conditions contained in the Plan.

3. Schedule A to the Plan is hereby amended by deleting the text
thereof in its entirety and inserting in lieu therefor the Schedule A attached
hereto.

4. After the date hereof, all references to the Plan shall be deemed to
mean the Multiple Class Plan, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3 and this Amendment No. 4.

5. In the event of a conflict between the terms of this Amendment No.4
and the Plan, it is the intention of the parties that the terms of this
Amendment No. 4 shall control and the Plan shall be interpreted on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 4, the parties hereby confirm and ratify the Plan.

6. This Amendment No. 4 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall constitute
one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 4
as of the date first above written.

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

BY: /s/ Patrick A. Looby
Patrick A. Looby
Vice President of each of the Issuers
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A

Companies and Funds Covered by this Multiclass Plan
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
Investor Institutional Services Advisor
Fund Class Class Class Class
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
<S> <C> <C> <C> <C>
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
American Century Equity Income Fund Yes Yes Yes Yes
American Century Value Fund Yes Yes Yes Yes
American Century Real Estate Fund Yes Yes No Yes
American Century Small Cap Value Fund Yes Yes No Yes
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY MUTUAL FUNDS, INC.
American Century Balanced Fund Yes Yes Yes Yes
Twentieth Century Growth Fund Yes Yes Yes Yes
Twentieth Century Heritage Fund Yes Yes Yes Yes
Benham Intermediate-Term Bond Fund Yes No Yes Yes
Benham Limited-Term Bond Fund Yes No Yes Yes
Benham Bond Fund Yes No Yes Yes
Twentieth Century Select Fund Yes Yes Yes Yes
Twentieth Century Ultra Fund Yes Yes Yes Yes
Twentieth Century Vista Fund Yes Yes Yes Yes
Twentieth Century Giftrust Yes No No No
Twentieth Century New Opportunities Fund Yes No No No
Benham High-Yield Fund Yes No No Yes
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
American Century Strategic Allocation: Aggressive Yes No Yes Yes
American Century Strategic Allocation: Conservative Yes No Yes Yes
American Century Strategic Allocation: Moderate Yes No Yes Yes
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
Twentieth Century International Growth Fund Yes Yes Yes Yes
Twentieth Century International Discovery Fund Yes Yes Yes Yes
Twentieth Century Emerging Markets Fund Yes Yes Yes Yes
Twentieth Century Global Growth Fund Yes Yes No Yes
- --------------------------------------------------------------- ------------ -------------------- -------------- -------------------
</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY WORLD MUTUAL FUNDS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000872825
<NAME> AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
<SERIES>
<NUMBER> 1
<NAME> INTERNATIONAL GROWTH FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> MAY-31-1998 <F1>
<INVESTMENTS-AT-COST> 1,833,064,370
<INVESTMENTS-AT-VALUE> 2,454,994,159
<RECEIVABLES> 41,928,024
<ASSETS-OTHER> 1,204,945
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,498,127,128
<PAYABLE-FOR-SECURITIES> 52,686,924
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 18,728,466
<TOTAL-LIABILITIES> 71,415,390
<SENIOR-EQUITY> 2,380,826
<PAID-IN-CAPITAL-COMMON> 1,756,406,127
<SHARES-COMMON-STOCK> 238,082,582
<SHARES-COMMON-PRIOR> 190,539,318
<ACCUMULATED-NII-CURRENT> 7,450,223
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37,403,660
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 623,070,902
<NET-ASSETS> 2,426,711,738
<DIVIDEND-INCOME> 18,966,297
<INTEREST-INCOME> 2,290,040
<OTHER-INCOME> 0
<EXPENSES-NET> 13,749,399
<NET-INVESTMENT-INCOME> 7,506,938
<REALIZED-GAINS-CURRENT> 55,440,723
<APPREC-INCREASE-CURRENT> 454,454,499
<NET-CHANGE-FROM-OPS> 517,402,160
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,289,923
<DISTRIBUTIONS-OF-GAINS> 240,897,398
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 134,179,118
<NUMBER-OF-SHARES-REDEEMED> 116,779,417
<SHARES-REINVESTED> 30,143,563
<NET-CHANGE-IN-ASSETS> 670,137,389
<ACCUMULATED-NII-PRIOR> 5,233,208
<ACCUMULATED-GAINS-PRIOR> 222,860,335
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,710,211
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13,749,399
<AVERAGE-NET-ASSETS> 2,010,863,330
<PER-SHARE-NAV-BEGIN> 9.22<F2>
<PER-SHARE-NII> 0.03<F2>
<PER-SHARE-GAIN-APPREC> 2.25<F2>
<PER-SHARE-DIVIDEND> 0.03<F2>
<PER-SHARE-DISTRIBUTIONS> 1.28<F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.19<F2>
<EXPENSE-RATIO> 1.35<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

<FN>
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 623,138,379 <F1>
<INVESTMENTS-AT-VALUE> 912,604,264
<RECEIVABLES> 19,960,426
<ASSETS-OTHER> 3,916,694
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 936,481,384
<PAYABLE-FOR-SECURITIES> 23,835,591
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,892,251
<TOTAL-LIABILITIES> 25,727,842
<SENIOR-EQUITY> 844,497
<PAID-IN-CAPITAL-COMMON> 606,816,337
<SHARES-COMMON-STOCK> 84,449,689
<SHARES-COMMON-PRIOR> 73,346,501
<ACCUMULATED-NII-CURRENT> (606,003)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,421,350
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 289,277,361
<NET-ASSETS> 910,753,542
<DIVIDEND-INCOME> 4,915,748
<INTEREST-INCOME> 462,780
<OTHER-INCOME> 0
<EXPENSES-NET> 5,893,431
<NET-INVESTMENT-INCOME> (518,653)
<REALIZED-GAINS-CURRENT> 19,639,664
<APPREC-INCREASE-CURRENT> 194,173,988
<NET-CHANGE-FROM-OPS> 213,294,999
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,491,375
<DISTRIBUTIONS-OF-GAINS> 33,708,327
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16,797,468
<NUMBER-OF-SHARES-REDEEMED> 15,708,400
<SHARES-REINVESTED> 4,246,933
<NET-CHANGE-IN-ASSETS> 284,426,942
<ACCUMULATED-NII-PRIOR> 1,404,025
<ACCUMULATED-GAINS-PRIOR> 28,490,013
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,893,431
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,897,181
<AVERAGE-NET-ASSETS> 716,107,440
<PER-SHARE-NAV-BEGIN> 8.54 <F1>
<PER-SHARE-NII> (0.01)<F1>
<PER-SHARE-GAIN-APPREC> 2.74 <F1>
<PER-SHARE-DIVIDEND> 0.02 <F1>
<PER-SHARE-DISTRIBUTIONS> 0.47 <F1>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.78 <F1>
<EXPENSE-RATIO> 1.66 <F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY WORLD MUTUAL FUNDS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000872825
<NAME> AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
<SERIES>
<NUMBER> 3
<NAME> EMERGING MARKETS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 19,336,034
<INVESTMENTS-AT-VALUE> 20,717,637
<RECEIVABLES> 996,271
<ASSETS-OTHER> 663,357
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,377,265
<PAYABLE-FOR-SECURITIES> 767,610
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 40,095
<TOTAL-LIABILITIES> 807,705
<SENIOR-EQUITY> 50,704
<PAID-IN-CAPITAL-COMMON> 22,462,563
<SHARES-COMMON-STOCK> 5,070,418
<SHARES-COMMON-PRIOR> 2,851,142
<ACCUMULATED-NII-CURRENT> 29,138
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,169,599)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,196,754
<NET-ASSETS> 21,569,560
<DIVIDEND-INCOME> 205,180
<INTEREST-INCOME> 16,076
<OTHER-INCOME> 0
<EXPENSES-NET> 192,020
<NET-INVESTMENT-INCOME> 29,138
<REALIZED-GAINS-CURRENT> (1,422,029)
<APPREC-INCREASE-CURRENT> 2,195,444
<NET-CHANGE-FROM-OPS> 802,553
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,752,783
<NUMBER-OF-SHARES-REDEEMED> 4,533,507
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 9,740,045
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (747,570)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 192,020
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 192,118
<AVERAGE-NET-ASSETS> 18,140,699
<PER-SHARE-NAV-BEGIN> 4.15
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 0.09
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 4.25
<EXPENSE-RATIO> 2.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>