AMERICAN CENTURY WORLD MUTUAL FUNDS INC
485APOS, 1998-08-18
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     As filed with the Securities and Exchange Commission on August 18, 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._10_                            _X__

                                     and/or

REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940                                       _X__
                                                                     
         Amendment No._10_

                        (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 1, 1998


It is proposed that this filing become effective:

_____  immediately upon filing pursuant to paragraph (b) of Rule 485
_____  on [date] 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
__X__  on November 1, 1998 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.
================================================================================
<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>
PROSPECTUS

   
November 1, 1998
    


Twentieth
Century
Group

   
International Growth
Global 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
- --------------------------------------------------------------------------
Benham Group            American Century Group    Twentieth Century Group
- --------------------------------------------------------------------------
MONEY MARKET FUNDS      ASSET ALLOCATION &
GOVERNMENT BOND FUNDS   BALANCED FUNDS                  GROWTH FUNDS
DIVERSIFIED BOND FUNDS  CONSERVATIVE EQUITY FUNDS    INTERNATIONAL FUNDS
MUNICIPAL BOND FUNDS    SPECIALTY FUNDS

International Growth
Global Growth
International Discovery
Emerging Markets
    


PROSPECTUS

   
November 1, 1998

International Growth *Global 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.  Four 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  may  invest 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.
    

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  November 1, 1998, and filed with the Securities and Exchange
Commission  (SEC).  It is  incorporated  into this  Prospectus by reference.  To
obtain a copy without charge, call or write:
    

American Century Investments
4500 Main Street o P.O. Box 419200
Kansas City, Missouri 64141-6200o 1-800-345-2021
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-634-4113 o In Missouri: 816-444-3485
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.

INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL GROWTH FUND

   
The investment  objective of  International  Growth is capital growth.  The fund
will seek to achieve its investment  objective by investing primarily in foreign
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
GLOBAL GROWTH FUND

The investment  objective of Global Growth is capital growth. The fund will seek
to achieve its investment  objective by investing primarily in equity securities
of both U.S. and foreign  issuers 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 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.



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 ..........................................    8
   International Growth ...................................................    8
   Global Growth ..........................................................    8
   International Discovery ................................................    8
   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
   Futures and Options ....................................................   14
   When-Issued Securities .................................................   14
   Short Sales ............................................................   14
   Rule 144A Securities ...................................................   14
   Investments in Companies with Limited Operating Histories ..............   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
   Year 2000 Issues .......................................................   28
Distribution of Fund Shares ...............................................   28
Further Information About American Century ................................   29
    



<TABLE>
<CAPTION>
   
TRANSACTION AND OPERATING EXPENSE TABLE

                                                      International        Global         International       Emerging
                                                         Growth            Growth           Discovery         Markets

SHAREHOLDER TRANSACTION EXPENSES:

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

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

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

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

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

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

Management Fees(3) ....................................  1.37%(4)          1.25%             1.68%(4)          2.00%(4)

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

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

Total Fund Operating Expenses(3) ......................  1.37%(4)          1.25%             1.68%(4)          2.00%(4)

EXAMPLE:

You would pay the following
expenses on a$1,000 investment,              1 year       $ 14             $ 13              $ 17              $ 20
assuming a 5% annual return and              3 years        43               39                53                62
redemption at the end                        5 years        75               68                91               107
of each time period(3):                     10 years       164              150               197               231
</TABLE>

(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 19 AND "HOW TO
     REDEEM SHARES," PAGE 19.

(3)  ASSUMES, IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION  GUIDELINES,
     THAT THE  ASSETS  OF  INTERNATIONAL  GROWTH,  INTERNATIONAL  DISCOVERY  AND
     EMERGING  MARKETS  REMAIN  CONSTANT  AT  $1,756,574,349,  $626,326,600  AND
     $11,829,515, RESPECTIVELY, THE ASSETS OF THE FUNDS AS OF NOVEMBER 30, 1997.
     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 30.

(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.

The  purpose  of this  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 fund 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 SEC
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
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 xx.
    


<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
INTERNATIONAL GROWTH

   
The  Financial  Highlights  for the  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.


                                 1998(1)         1997          1996          1995        1994        1993        1992     1991(2)

PER-SHARE DATA

Net Asset Value,
<S>                          <C>           <C>           <C>           <C>           <C>         <C>         <C>         <C>    
Beginning of Period .........$     9.22    $     8.73    $     7.51    $     7.47  $     7.34    $   5.79    $   5.33    $  5.10
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Income From
Investment Operations

  Net Investment
  Income (Loss) .............      0.03(3)       --           (0.01)(3)      0.01       (0.04)      (0.04)       0.06       0.01

  Net Realized and
  Unrealized Gain on
  Investment Transactions ...      2.25          1.41          1.24          0.40        0.57        1.78        0.41       0.22
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

  Total From
  Investment Operations .....      2.28          1.41          1.23          0.41        0.53        1.74        0.47       0.23
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Distributions

  From Net
  Investment Income .........     (0.03)         --           (0.01)         --          --         (0.04)      (0.01)      --

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

  From Net Realized
  Gains on Investment
  Transactions ..............     (1.28)        (0.92)         --           (0.37)      (0.40)       --          --         --
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

  Total Distributions .......     (1.31)        (0.92)        (0.01)        (0.37)      (0.40)      (0.19)      (0.01)      --
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Net Asset Value,
End of Period ...............$    10.19    $     9.22    $     8.73    $     7.51  $     7.47    $   7.34    $   5.79    $  5.33
                             ==========    ==========    ==========    ==========  ==========    ========    ========    =======


  Total Return(5) ...........     28.60%        18.12%        16.35%         5.93%       7.28%      31.04%       8.77%      4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .......      1.35%(5)      1.38%(6)      1.65%(6)      1.77%       1.84%       1.90%       1.91%      1.93%(5)

Ratio of Net Investment
Income (Loss) to Average
Net Assets ..................      0.72%(5)      0.04%        (0.07)%        0.25%      (0.53)%     (0.34)%      0.95%      0.26%(5)

Portfolio
Turnover Rate ...............        94%          163%          158%          169%        242%        255%        180%        84%

Average Commission Paid
per Investment Security
Traded ......................$   0.0137    $   0.0069    $   0.0195    $   0.0020        -(7)        -(7)        -(7)       -(7)

Net Assets, End
of Period (in thousands) ....$2,387,497    $1,728,617    $1,342,608    $1,210,442  $1,316,642    $759,238    $215,346    $43,076
</TABLE>

(1)  Six months ended May 31, 1998 (unaudited).

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

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

(4)  Amount was less than $0.01 per share.

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

(6)  Annualized.

(7)  The manager  voluntarily  waived a portion of its  management fee effective
     August 1, 1996  through  July 31, 1997.  In absence of the  management  fee
     waiver,  the ratio of  operating  expenses to average net assets would have
     been 1.56% and 1.76% for the years ended November 30, 1997 and November 30,
     1996, respectively.

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


<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
INTERNATIONAL DISCOVERY

The  Financial  Highlights  for the  six-month  period  ended  May 31,  1998 are
unaudited.  The Financial Highlights for the fiscal year ended November 30,1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.

                                         1998(1)                1997                1996                1995         1994(2)
PER-SHARE

Net Asset Value,
<S>                                <C>                 <C>                 <C>                 <C>             <C>          
Beginning of Period .............  $        8.54       $        7.60       $        5.70       $        5.39   $        5.00
                                   -------------       -------------       -------------       -------------   -------------

Income From
Investment Operations

  Net Investment
  Income (Loss) .................          (0.01)(3)           (0.03)              (0.02)(3)            0.03           (0.02)

  Net Realized and
  Unrealized Gain on
  Investment Transactions .......           2.74                1.31                1.95                0.28            0.41
                                   -------------       -------------       -------------       -------------   -------------

  Total From
   Investment Operations ........           2.73                1.28                1.93                0.31            0.39
                                   -------------       -------------       -------------       -------------   -------------

Distributions

  From Net
  Investment Income .............          (0.02)              (0.02)              (0.01)               --              --

  In Excess of
  Net Investment Income .........           --                  --                 (0.02)               --              --

  From Net Realized Gains
  on Investment Transactions ....          (0.47)              (0.32)                --                 --              --
                                   -------------       -------------       -------------       -------------   -------------


  Total Distributions ...........          (0.49)              (0.34)              (0.03)               --              --
                                   -------------       -------------       -------------       -------------   -------------

Net Asset Value,
End of Period ...................  $       10.78       $        8.54       $        7.60       $        5.70   $        5.39
                                   =============       =============       =============       =============   =============


  Total  Return(4) ..............          33.92%              17.76%              34.06%               5.75%           7.80%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...........           1.66%(5)            1.70%(6)            1.88%(6)            2.00%           2.00%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets ....     (0.18)%(5)               (0.37)%             (0.31)%              0.27%     (0.48)%(5)


Portfolio
Turnover Rate ...................             86%                146%                130%                168%             56%

Average Commission Paid
per Share of Equity Security
Traded ..........................  $      0.0039       $      0.0054       $       .0054       $       .0040            -(7)

Net Assets, End
of Period (in thousands) ........  $     848,554       $     626,327       $     377,128       $     114,579   $     111,202
</TABLE>
(1)  Six months ended May 31, 1998 (unaudited).

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

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

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

(5)  Annualized.

(6)  American Century Investment Manangement,  Inc. voluntarily waived a portion
     of its  management  fee effective  August 1, 1996 through July 30, 1997. In
     absence of the  management fee waiver,  the ratio of operating  expenses to
     average  net assets  would  have been  1.87% and 1.99% for the years  ended
     November 30, 1997 and November 30, 1996, respectively.

(7)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended November 30, 1995.



FINANCIAL HIGHLIGHTS
EMERGING MARKETS

The  Financial  Highlights  for the  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.

                                               1998(1)           1997(2)


PER-SHARE DATA

Net Asset Value,
Beginning of Period ....................  $       4.15      $       5.00

Income From
Investment Operations

  Net Investment Gain (Loss)(3) ........          0.01             (0.01)

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions ...........          0.09             (0.84)


  Total From
  Investment Operations ................          0.10             (0.85)


Net Asset Value,
End of Period ..........................  $       4.25      $       4.15


  Total  Return(4) .....................          2.41%           (17.00)%


RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income (Loss) to Average Net Assets ....          0.30%(5)    (0.74)%(5)


Portfolio Turnover Rate ................           143%               36%

Average Commission Paid per Share
of Equity Security Traded ..............  $     0.0006      $     0.0012

Net Assets, End
of Period (in thousands) ...............  $     21,570      $     11,830


(1)  Six months ended May 31, 1998 (unaudited).

(2)  September 30, 1997 (inception) through November 30, 1997.

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

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

(5)  Annualized.
    

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 identified 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  International  Growth 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.
    

GLOBAL GROWTH

   
The investment  objective of Global Growth is capital growth. The fund will seek
to achieve its investment  objective by investing primarily in equity securities
of both U.S. and 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,  prospects for  appreciation.
The fund will invest  primarily in  securities  of issuers in developed  markets
(including  the  U.S.).  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.
    

INTERNATIONAL DISCOVERY

   
The investment objective of International  Discovery 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.

EMERGING MARKETS

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  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.
    

POLICIES APPLICABLE TO ALL FUNDS

   
Although  the primary  investment  of the funds will be equity  securities,  the
funds  may  also  invest  in  other  types  of  securities  consistent  with the
accomplishment  of the funds'  objectives.  When the manager  believes  that the
total  return  potential  of other  securities  equals or exceeds the  potential
return  of equity  securities,  each  fund may  invest  up to 35% in such  other
securities.  The other  securities the funds may invest in are bonds,  notes and
debt securities of companies and obligations of domestic or foreign  governments
and their agencies.

Under normal  conditions,  International  Growth,  International  Discovery  and
Emerging  Markets  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. Global Growth, under normal conditions,  will invest at least 65%
of its assets in equity and equity  equivalent  securities  from at least  three
countries,  which may include the United States. It is the intent of the manager
to diversify  investments in a fund across a broad range of foreign issuers. The
manager  defines  "foreign  issuer" as an issuer of securities that is domiciled
outside  the  United  States,  derives  at least 50% of its total  revenue  from
production or sales outside the United States, or whose principal trading market
is outside the United States.

The funds 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.

International  Growth  and Global  Growth  will limit  their  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.

With  respect to  International  Discovery  and Emerging  Markets,  there are no
credit quality or maturity restrictions with regard to the bonds, corporate debt
securities,  and government obligations in which the funds may invest,  although
less than 35% of each 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.
    

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.

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

Ownership  Risk.  Evidence of  securities  ownership  may be  uncertain  in many
foreign countries. In many of these countries,  the most notable of which is the
Russian Federation,  the ultimate evidence of securities  ownership is the share
register held by the issuing company or its registrar.  While some companies may
issue share  certificates  or provide  extracts of the company's share register,
these  are  not  negotiable  instruments  and  are  not  effective  evidence  of
securities  ownership.  In an ownership dispute, the company's share register is
controlling.  As a result,  there is a risk that a fund's trade details could be
incorrectly or  fraudulently  entered on the issuer's share register at the time
of the  transaction,  or that a fund's  ownership  position could  thereafter be
altered or deleted  entirely  resulting  in a loss to the fund.  While the funds
intend to invest  directly in Russian  companies  which  utilize an  independent
registrar,  there can be no assurance that such investments will not result in a
loss to the funds.

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 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 "Additional  Investment  Restrictions"  in the
Statement of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

   
The majority of the foreign  securities  held by the funds may be denominated in
foreign  currencies.  Other  securities,  such as depositary  receipts,  will be
denominated  in  U.S.  dollars,  but  have a  value  that  is  dependent  on 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 a factor in the overall
performance of a fund.
    

To protect against adverse movements in exchange rates between  currencies,  the
funds 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 foreign securities trades.

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

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

If a fund enters  into a forward  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 protect a fund  against  adverse  currency
movements  through  the  use of  forward  currency  exchange  contracts  will be
successful. In addition, the use of forward currency exchange contracts tends to
limit the  potential  gains that  might  result  from a  positive  change in the
relationship between the foreign currency and the U.S. dollar.

INDIRECT FOREIGN INVESTMENT

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

SOVEREIGN DEBT OBLIGATIONS

The funds may  purchase  sovereign  debt  instruments  issued or  guaranteed  by
foreign  governments  or  their  agencies,  including  debt of  emerging  market
countries. Sovereign debt may be in the form of conventional securities or other
types of debt instruments such as loans or loan  participations.  Sovereign debt
of emerging market countries may involve a high degree of risk and may present a
risk of default or renegotiation or rescheduling of debt payments.

PORTFOLIO TURNOVER

   
The  total  portfolio  turnover  rate  of  International  Growth,  International
Discovery and Emerging  Markets are shown in the financial  information  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  investment
objectives.  The  manager  believes  that  the  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 a fund may be higher than other  mutual  funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater  brokerage  commissions  that the funds pay directly.  Higher  portfolio
turnover also may increase the  likelihood of realized  capital  gains,  if any,
distributed by the fund. See "Taxes," page --.
    

REPURCHASE AGREEMENTS

Each fund may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of that fund.

A  repurchase  agreement  occurs  when,  at  the  time  the  fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

Since the security purchased constitutes security for the repurchase obligation,
a repurchase  agreement can be considered a loan  collateralized by the security
purchased.  The fund's risk is the ability of the seller to pay the  agreed-upon
repurchase price on the repurchase  date. If the seller  defaults,  the fund may
incur  costs in  disposing  of the  collateral,  which  would  reduce the amount
realized  thereon.  If the seller seeks relief under the  bankruptcy  laws,  the
disposition of the collateral may be delayed or limited. To the extent the value
of the security decreases, the fund could experience a loss.

The funds will limit repurchase  agreement  transactions to securities issued by
the U.S.  government,  its agencies and  instrumentalities,  and will enter into
such  transactions  only with those banks and securities  dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

FUTURES AND OPTIONS

The funds may invest in  financial  futures  contracts  and options  thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator or security underlying the futures contract.

Rather than actually  purchasing a financial  asset (e.g.,  a long or short term
treasury security) or all of the securities contained in a specific index (e.g.,
the S&P 500),  the  manager  may  choose to  purchase a futures  contract  which
reflects the value of such securities or index. For example,  an S&P 500 futures
contract  reflects the value of the  underlying  companies that comprise the S&P
500  Composite  Stock Price Index.  If the  aggregate  market value of the index
securities  increases  or  decreases  during the  contract  period of an S&P 500
futures contract, the amount of cash to be paid to the contractholder at the end
of the period  would  correspondingly  increase or  decrease.  As a result,  the
manager is able to expose to the  market  cash that is held by the funds to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager believes that the use of futures and options thereon allows the funds to
be fully invested while maintaining the needed liquidity.

The funds will not purchase leveraged futures. When a fund enters into a futures
contract, it must make a deposit of cash or high-quality debt securities,  known
as "initial margin", as partial security for its performance under the contract.
As the value of the contract fluctuates, a party to the contract may be required
to make additional  margin  payments,  known as "variation  margin",  to cover a
portion of such  fluctuation.  A fund will also deposit in a segregated  account
with its custodian bank cash or high-quality  debt securities in an amount equal
to the fund's payment obligation under the futures contract, less any initial or
variation  margin.  For options sold, a fund will segregate cash or high-quality
debt  securities  equal to the value of the  securities  underlying  the  option
unless the option is otherwise covered.

WHEN-ISSUED SECURITIES

Each fund may 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
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.

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 and
Regulations.

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
SEC 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  fund's  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).

INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORIES

The funds  may  invest in the  securities  of  issuers  with  limited  operating
histories.  The manager  considers an issuer to have a limited operating history
if that issuer has a record of less than three years of continuous operation.

Investments  in  securities  of issuers with  limited  operating  histories  may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

   
International Growth and Global Growth will not invest more than 5% of its total
assets in the  securities  of  issuers  with less  than a  three-year  operating
history.  International Discovery and Emerging Markets will not invest more than
10% of their  total  assets  in the  securities  of  issuers  with  less  than a
three-year  operating  history.  The manager  will  consider  periods of capital
formation,   incubation,   consolidation,   and  research  and   development  in
determining  whether  a  particular  issuer  has a  record  of  three  years  of
continuous operation.
    

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.

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 also may include in advertisements data comparing its performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services,  Inc.) 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 also may be compared,  on a relative basis,
to other funds in our fund family. This relative comparison,  which may be based
upon historical fund  performance or historical or expected  volatility or other
fund characteristics, may be presented numerically, graphically or in text. Fund
performance also may 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.

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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

The  following  sections  explain  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 xx.
    

HOW TO OPEN AN ACCOUNT

   
To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You also must 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 and Global  Growthis  $2,500
[$1,000  for  IRA  and  Uniform   Gifts/Transfers  to  Minors  Acts  (UGMA/UTMA)
accounts].  These  minimums  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 xx.
    

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:

o        Receiving bank and routing number:
         Commerce Bank, N.A. (101000019)

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

o        Beneficiary account number (BNF ACCT):
         2804918

o        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.

o        Originator to Beneficiary (OBI):
         Name and address of owner of account into which you are investing.

o        Bank to Bank Information
         (BBI or Free Form Text):

o        Taxpayer identification or Social Security number.

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

   
o        Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether  traditional  IRA, Roth IRA,  Education 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 is
$250 for checks  submitted  without the  investment  slip  portion of a previous
statement or confirmation and $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

   
Upon completion of your  application and once your account is open, you may make
investments by telephone.  You may call an Investor  Services  Representative or
use our Automated Information Line.
    

By Online Access

   
Upon completion of your  application and once your account is open, you may make
investments online.
    

By Wire

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

In Person

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

AUTOMATIC INVESTMENT PLAN

   
By completing the application and electing to make investments automatically, we
will 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 an Investor Services Representative.
    

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 funds  issued by 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 xx.
    

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 20) upon
completion and receipt of your application or by calling us at 1-800-345-2021 to
get the appropriate form.
    

By Online Access

   
You can make exchanges  online.  This service is established upon completion and
receipt  of 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," on 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. Please see "Signature Guarantee,"
page xx.
    

By Telephone

   
Upon  completion  of your  application  and once your  account is open,  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 in an amount you choose  (minimum $50). To set
up a Check-A-Month plan, please call and request our Check-A-Month brochure.

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 to you or to your
account  at  a  bank  or  other  financial  institution.  To  set  up  automatic
redemptions, call an Investor Services Representative.

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  usually will  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,  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 fund's 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.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

   
International Growth and Global Growth. If at any time you have an International
Growth and  Global  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 and Global 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 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.  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  services  to make your  account  easier to manage.  These are
listed on the account application.  You will find more information about each of
these services in our Investor Services Guide.
    

Our special shareholder services include:

Automated Information Line

   
We offer an Automated  Information  Line, 24 hours a day,  seven days a week, at
1-800-345-8765.  By calling the Automated  Information  Line,  you may listen to
fund prices,  yields and total return  figures.  You may also use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  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 daily share prices,  receive  updates on major market indices and view
historical  performance of the fund.  You can use your personal  access code and
Social Security number to view your account balance 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:

     o    Individual Retirement Accounts (IRAs);

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

     o    Profit  sharing  plans and pension  plans for  corporations  and other
          employers.

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

   
You also can  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 also may 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 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 manager 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 Investor  Centers.  You also may 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
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 our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your plan administrator or financial intermediary.

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
The price of your shares also is referred to as their net asset value. Net asset
value is determined by calculating the total value of a 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 American Century Target
Maturities  Trust,  net asset  value is  determined  as of the close of  regular
trading on each day that the New York  Stock  Exchange  is open,  usually 3 p.m.
Central time.  Net asset values for 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 our  receipt  of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund 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
as of the close of the Exchange 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 arrangements with the funds or the
funds' distributor in order for you to receive that day's price.

   
We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.  Based  on  these   representations,   the  funds  have  authorized  such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders will be priced at the funds' net asset  values next  determined
after acceptance on the funds' behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

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

   
The 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  generally  are  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  exchanged  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  that 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 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  and Global  Growth  will be
published in newspapers  when the fund meets the minimum size  requirements  for
listing.  The net asset value 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   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 certain IRAs 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 tax.

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  fund  generally  will  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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  longer  than 12 months but no more than 18 months  (28% rate gain)  and/or
assets held longer than 18 months (20% rate gain) are taxable as long-term gains
regardless of the length of time you have held the shares.  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  (28% or 20%  rate  gain) to you with
respect to such shares.

Dividends and interest received by a fund on foreign 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.  Foreign  countries  generally  do not impose  taxes on capital  gains in
respect of investments by  non-resident  investors.  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 end of each
quarter of its fiscal year consists 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. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.
    

If a fund purchases the securities of certain foreign investment funds or trusts
called passive foreign investment companies (PFIC), 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.  Any distribution attributable to a PFIC is characterized as
ordinary income.

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) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the 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 (28% and/or 20% rate gain).

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  also may 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  generally  will recognize a 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 generally  will be considered  long-term,  subject to
tax at a maximum rate of 28%, if shareholders have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20%, if shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.
    

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

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 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 a fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of a fund.  The team meets  regularly  to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
a fund's portfolio as it deems  appropriate in pursuit of the fund's  investment
objectives.  Individual  portfolio  manager  members of the team also may adjust
portfolio holdings of a fund as necessary between team meetings.
    

The portfolio  manager members of the teams managing the funds described in this
Prospectus and their work experience for the last 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.  He is a member of
the teams that manage  International  Growth,  Global  Growth and  International
Discovery.
    

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
each of the funds 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

   
Global Growth                                                            1.25%
    

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 a management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month is  calculated  by  multiplying  the  applicable  fee for each fund by the
aggregate  average  daily  closing  value of each  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 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'  portfolio
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, American Century Tower, 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 its unified management fee.
    

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  transfer  agent are both  wholly  owned by  American  Century
Companies, Inc., which is controlled by James E. Stowers Jr.
    

Pursuant to a Sub-Administration  Agreement with the manager, Funds Distributor,
Inc. (FDI) serves as the  Co-Administrator for the funds. FDI is responsible for
(i)  providing  certain  officers  of the funds and (ii)  reviewing  and  filing
marketing and sales  literature on behalf of the funds. The fees and expenses of
FDI are paid by the manager out of its unified fee.

   
YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
funds' business,  particularly its ability to provide shareholder services,  may
be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The manager has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the manager may consider when making investment decisions, and other factors may
receive greater weight.
    

DISTRIBUTION OF FUND SHARES

   
The funds' shares are distributed by FDI, a registered  broker-dealer.  FDI is a
wholly owned,  indirect  subsidiary of Boston  Institutional  Group,  Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

Investors may open accounts with American  Century only through the distributor.
All purchase  transactions  in the funds are  processed  by the transfer  agent,
which is authorized to accept any  instructions  relating to fund accounts.  All
purchase  orders must be accepted by the  distributor.  All fees and expenses of
FDI in acting as distributor for the funds are paid by the manager.
    

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 American  Century Tower,  4500 Main Street,
P.O. Box 419200, Kansas City, Missouri 64141-6200.  All inquiries may be made by
mail to that address,  or by telephone at 1-800-345-2021  (international  calls:
816-531-5575).

American Century World Mutual Funds,  Inc. issues four 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  International  Growth,  International
Discovery and Emerging  Markets:  an Investor Class, an  Institutional  Class, a
Service  Class,  and an Advisor Class,  and three classes of Global  Growth:  an
Investor Class, an Institutional  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 offered primarily 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 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 that must be voted on separately by the series or class of 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' by-laws,  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.




   
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

   
9810
SH-BKT-13717
<PAGE>
    
PROSPECTUS

   
November 1, 1998
    


Twentieth
Century
Group

   
International Growth
Global 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

   
Benham Group               American Century Group        Twentieth Century Group
MONEY MARKET FUNDS         ASSET ALLOCATION &
GOVERNMENT BOND FUNDS      BALANCED FUNDS                GROWTH FUNDS
DIVERSIFIED BOND FUNDS     CONSERVATIVE EQUITY FUNDS     INTERNATIONAL FUNDS
MUNICIPAL BOND FUNDS       SPECIALTY FUNDS

International Growth
Global Growth
International Discovery
Emerging Markets
    


PROSPECTUS

   
November 1, 1998

International Growth *Global 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  or  low-load
mutual funds covering a variety of investment  opportunities.  Four 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  may  invest 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 in 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  November 1, 1998, and filed with the Securities and Exchange
Commission  (SEC).  It is  incorporated  into this  Prospectus by reference.  To
obtain a copy without charge, call or write:
    


American Century Investments
4500 Main Street o P.O. Box 419385
Kansas City, Missouri 64141-6385o 1-800-345-3533
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-345-1833o In Missouri: 816-444-3038
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.
    


INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL GROWTH FUND

   
The investment  objective of  International  Growth is capital growth.  The fund
will seek to achieve its investment  objective by investing primarily in foreign
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
GLOBAL GROWTH FUND

The investment  objective of Global Growth is capital growth. The fund will seek
to achieve its investment  objective by investing primarily in equity securities
of both U.S. and foreign  issuers 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 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.


                               TABLE OF CONTENTS

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

 INFORMATION REGARDING THE FUNDS

   
 Investment Policies of the Funds ..........................................   7
    International Growth ...................................................   7
    Global Growth
    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
    Futures and Options
    When-Issued Securities .................................................  13
    Short Sales ............................................................  14
    Rule 144A Securities ...................................................  14
    Investments in Companies with
      Limited Operating Histories
 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
    Year 2000 Issues
 Distribution of Fund Shares ...............................................  26
 Further Information About American Century ................................  27
    


<TABLE>
<CAPTION>
   
TRANSACTION AND OPERATING EXPENSE TABLE

                                                                   International       Global   International      Emerging
                                                                       Growth          Growth     Discovery        Markets

 SHAREHOLDER TRANSACTION EXPENSES:

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

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

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

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

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

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

Management Fees(2) .............................................        1.12%(3)        1.00%        1.43%(3)        1.75%(3)

12b-1 Fees(4) ..................................................        0.50%           0.50%        0.50%           0.50%

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

Total Fund Operating Expenses(2) ...............................        1.62%(3)        1.50%        1.93%(3)        2.25%(3)

 EXAMPLE:

You would pay the following expenses on a                  1 year       $ 16             $ 15         $ 19            $ 23
$1,000 investment, assuming a 5% annual return and        3 years         51               47           60              70
redemption at the end of each time period(2):             5 years         88               81          103             119
                                                         10 years        191              178          223             256
</TABLE>

(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,  International  Discovery and Emerging
Markets  remain  constant  at  $1,756,574,349,   $626,326,600  and  $11,829,515,
respectively,  the assets of the funds as of November 30, 1997. 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 1.25% 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.


The  purpose  of this  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 fund 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 SEC
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
other  classes of shares.  One class is  available to retail  investors  and the
other classes are 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 the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page xx.


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  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.

                                    1998(1)              1997         1996(2)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ........  $       9.20       $       8.72   $       8.41
                              ------------       ------------   ------------

Income From
Investment Operations

  Net Investment
  Loss .....................          0.02(3)           (0.03)         (0.01)(3)

  Net Realized and
  Unrealized Gain on
  Investment Transactions ..          2.25               1.43           0.32
                              ------------       ------------   ------------
  Total From
  Investment Operations ....          2.27               1.40           0.31
                              ------------       ------------   ------------
Distributions

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

  From Net Realized
  Gains on Investment
  Transactions .............         (1.28)             (0.92)          --
                              ------------       ------------   ------------
  Total Distributions ......         (1.29)             (0.92)          --
                              ------------       ------------   ------------
Net Asset Value,
End of Period ..............  $      10.18       $       9.20   $       8.72
                              ============       ============   ============

  Total Return(4) ..........         28.44%             17.97%          3.69%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ......          1.60%(5)           1.63%          1.67%(5)

Ratio of Net Investment
Loss to Average
Net Assets .................          0.47%(5)          (0.21)%   (0.76)%(5)

Portfolio
Turnover Rate ..............            94%               163%           158%

Average Commission Paid
per Share of Equity Security
Traded .....................  $     0.0137       $     0.0069   $     0.0195

Net Assets, End
of Period (in thousands) ...  $     14,913       $      9,111   $      3,803

(1)  Six months ended May 31, 1998 (unaudited).

(2)  October 2, 1996 (commencement of sale) through November 30, 1996.

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

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

(5)  Annualized.



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

The Advisor Class of the fund was  established  September 3, 1996. 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 0.25% lower than the Advisor Class.  Had the Advisor
Class been in existence for the time periods  presented,  the fund's performance
results would be lower as a result of the additional expense.

The  Financial  Highlights  for the  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.


                                 1998(1)         1997          1996          1995        1994        1993        1992     1991(2)

PER-SHARE DATA

Net Asset Value,
<S>                          <C>           <C>           <C>           <C>           <C>         <C>         <C>         <C>    
Beginning of Period .........$     9.22    $     8.73    $     7.51    $     7.47  $     7.34    $   5.79    $   5.33    $  5.10
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Income From
Investment Operations

  Net Investment
  Income (Loss) .............      0.03(3)       --           (0.01)(3)      0.01       (0.04)      (0.04)       0.06       0.01

  Net Realized and
  Unrealized Gain on
  Investment Transactions ...      2.25          1.41          1.24          0.40        0.57        1.78        0.41       0.22
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

  Total From
  Investment Operations .....      2.28          1.41          1.23          0.41        0.53        1.74        0.47       0.23
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Distributions

  From Net
  Investment Income .........     (0.03)         --           (0.01)         --          --         (0.04)      (0.01)      --

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

  From Net Realized
  Gains on Investment
  Transactions ..............     (1.28)        (0.92)         --           (0.37)      (0.40)       --          --         --
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

  Total Distributions .......     (1.31)        (0.92)        (0.01)        (0.37)      (0.40)      (0.19)      (0.01)      --
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Net Asset Value,
End of Period ...............$    10.19    $     9.22    $     8.73    $     7.51  $     7.47    $   7.34    $   5.79    $  5.33
                             ==========    ==========    ==========    ==========  ==========    ========    ========    =======


  Total Return(5) ...........     28.60%        18.12%        16.35%         5.93%       7.28%      31.04%       8.77%      4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .......      1.35%(5)      1.38%(6)      1.65%(6)      1.77%       1.84%       1.90%       1.91%      1.93%(5)

Ratio of Net Investment
Income (Loss) to Average
Net Assets ..................      0.72%(5)      0.04%        (0.07)%        0.25%      (0.53)%     (0.34)%      0.95%      0.26%(5)

Portfolio
Turnover Rate ...............        94%          163%          158%          169%        242%        255%        180%        84%

Average Commission Paid
per Investment Security
Traded ......................$   0.0137    $   0.0069    $   0.0195    $   0.0020        -(7)        -(7)        -(7)       -(7)

Net Assets, End
of Period (in thousands) ....$2,387,497    $1,728,617    $1,342,608    $1,210,442  $1,316,642    $759,238    $215,346    $43,076
</TABLE>

(1)  Six months ended May 31, 1998 (unaudited).

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

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

(4)  Amount was less than $0.01 per share.

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

(6)  Annualized.

(7)  The manager  voluntarily  waived a portion of its  management fee effective
     August 1, 1996  through  July 31, 1997.  In absence of the  management  fee
     waiver,  the ratio of  operating  expenses to average net assets would have
     been 1.56% and 1.76% for the years ended November 30, 1997 and November 30,
     1996, respectively.

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



FINANCIAL HIGHLIGHTS
INTERNATIONAL DISCOVERY

The  sale of the  Advisor  Class  of the  Fund  commenced  on  April  28,  1998.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on April 1, 1994, is presented on page xx.

The unaudited Financial  Highlights for the six-month period ended May 31, 1998,
appears in the fund's semiannual report, which is incorporated by reference into
the  Statement  of  Additional  Information.   The  semiannual  report  contains
additional  performance  information and will be made available upon request and
without charge.

                                        1998(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period .............  $      10.10
                                   ------------

Income From
Investment Operations

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

  Net Realized and
  Unrealized Gain
  on Investment Transactions ....          0.66
                                   ------------

  Total From
  Investment Operations .........          0.68
                                   ------------

Net Asset Value,
End of Period ...................  $      10.78
                                   ============

  Total Return(3) ...............          6.73%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...........          1.91%(4)

Ratio of Net Investment
Loss to Average
Net Assets ......................          1.74%(4)

Portfolio Turnover Rate .........            86%

Average Commission Paid per Share
of Equity Security Traded .......  $     0.0039

Net Assets, End
of Period .......................  $     10,719

(1)  April 28, 1998 (commencement of sale) through May 31, 1998 (unaudited).

(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>
<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  Investor  Class of shares,  which has a
total expense ratio that is 0.25% lower than the Advisor Class.  Had the Advisor
Class been in existence for the time periods  presented,  the fund's performance
results would be lower as a result of the additional expense.

The  Financial  Highlights  for the  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.

                                         1998(1)                1997                1996                1995         1994(2)
PER-SHARE

Net Asset Value,
<S>                                <C>                 <C>                 <C>                 <C>             <C>          
Beginning of Period .............  $        8.54       $        7.60       $        5.70       $        5.39   $        5.00
                                   -------------       -------------       -------------       -------------   -------------

Income From
Investment Operations

  Net Investment
  Income (Loss) .................          (0.01)(3)           (0.03)              (0.02)(3)            0.03           (0.02)

  Net Realized and
  Unrealized Gain on
  Investment Transactions .......           2.74                1.31                1.95                0.28            0.41
                                   -------------       -------------       -------------       -------------   -------------

  Total From
   Investment Operations ........           2.73                1.28                1.93                0.31            0.39
                                   -------------       -------------       -------------       -------------   -------------

Distributions

  From Net
  Investment Income .............          (0.02)              (0.02)              (0.01)               --              --

  In Excess of
  Net Investment Income .........           --                  --                 (0.02)               --              --

  From Net Realized Gains
  on Investment Transactions ....          (0.47)              (0.32)                --                 --              --
                                   -------------       -------------       -------------       -------------   -------------


  Total Distributions ...........          (0.49)              (0.34)              (0.03)               --              --
                                   -------------       -------------       -------------       -------------   -------------

Net Asset Value,
End of Period ...................  $       10.78       $        8.54       $        7.60       $        5.70   $        5.39
                                   =============       =============       =============       =============   =============


  Total  Return(4) ..............          33.92%              17.76%              34.06%               5.75%           7.80%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...........           1.66%(5)            1.70%(6)            1.88%(6)            2.00%           2.00%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets ....     (0.18)%(5)               (0.37)%             (0.31)%              0.27%     (0.48)%(5)


Portfolio
Turnover Rate ...................             86%                146%                130%                168%             56%

Average Commission Paid
per Share of Equity Security
Traded ..........................  $      0.0039       $      0.0054       $       .0054       $       .0040            -(7)

Net Assets, End
of Period (in thousands) ........  $     848,554       $     626,327       $     377,128       $     114,579   $     111,202
</TABLE>
(1)  Six months ended May 31, 1998 (unaudited).

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

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

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

(5)  Annualized.

(6)  American Century Investment Manangement,  Inc. voluntarily waived a portion
     of its  management  fee effective  August 1, 1996 through July 30, 1997. In
     absence of the  management fee waiver,  the ratio of operating  expenses to
     average  net assets  would  have been  1.87% and 1.99% for the years  ended
     November 30, 1997 and November 30, 1996, respectively.

(7)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended November 30, 1995.



PERFORMANCE INFORMATION OF OTHER CLASS
EMERGING MARKETS

The Advisor Class of the fund was  established  September  30, 1997,  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 0.25% lower than the Advisor Class.  Had the Advisor
Class been in existence for the time periods  presented,  the fund's performance
results would be lower as a result of the additional expense.

The  Financial  Highlights  for the  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.

                                            1998(1)           1997(2)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ................  $       4.15      $       5.00
                                      ------------      ------------

Income From
Investment Operations

  Net Investment Gain (Loss)(3) ....          0.01             (0.01)

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions .......          0.09             (0.84)
                                      ------------      ------------

  Total From
  Investment Operations ............          0.10             (0.85)
                                      ------------      ------------

Net Asset Value,
End of Period ......................  $       4.25      $       4.15
                                      ============      ============

  Total Return(4) ..................          2.41%           (17.00)%

RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income (Loss) to Average
Net Assets .........................          0.30%(5)    (0.74)%(5)

Portfolio Turnover Rate ............           143%               36%

Average Commission Paid per Share
of Equity Security Traded ..........  $     0.0006      $     0.0012

Net Assets, End
of Period (in thousands) ...........  $     21,570      $     11,830

(1)  Six months ended May 31, 1998 (unaudited).

(2)  September 30, 1997 (inception) through November 30, 1997.

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

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

(5)  Annualized.
    


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 identified 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  International  Growth 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.

GLOBAL GROWTH

The investment  objective of Global Growth is capital growth. The fund will seek
to achieve its investment  objective by investing primarily in equity securities
of both U.S. and 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,  prospects for  appreciation.
The fund will invest  primarily in  securities  of issuers in developed  markets
(including  the  U.S.).  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.
    

INTERNATIONAL DISCOVERY

   
The investment objective of International  Discovery 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.
    

EMERGING MARKETS

   
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  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.
    

POLICIES APPLICABLE TO ALL FUNDS

   
Although  the primary  investment  of the funds will be equity  securities,  the
funds  may  also  invest  in  other  types  of  securities  consistent  with the
accomplishment  of the funds'  objectives.  When the manager  believes  that the
total  return  potential  of other  securities  equals or exceeds the  potential
return  of equity  securities,  each  fund may  invest  up to 35% in such  other
securities.  The other  securities the funds may invest in are bonds,  notes and
debt securities of companies and obligations of domestic or foreign  governments
and their agencies.

Under normal  conditions,  International  Growth,  International  Discovery  and
Emerging  Markets  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. Global Growth, under normal conditions,  will invest at least 65%
of its assets in equity and equity  equivalent  securities  from at least  three
countries,  which may include the United States. It is the intent of the manager
to diversify  investments in a fund across a broad range of foreign issuers. The
manager  defines  "foreign  issuer" as an issuer of securities that is domiciled
outside  the  United  States,  derives  at least 50% of its total  revenue  from
production or sales outside the United States, or whose principal trading market
is outside the United States.

The funds 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.

International  Growth  and Global  Growth  will limit  their  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.

With  respect to  International  Discovery  and Emerging  Markets,  there are no
credit quality or maturity restrictions with regard to the bonds, corporate debt
securities,  and government obligations in which the funds may invest,  although
less than 35% of each 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.
    

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.

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

Ownership  Risk.  Evidence of  securities  ownership  may be  uncertain  in many
foreign countries. In many of these countries,  the most notable of which is the
Russian Federation,  the ultimate evidence of securities  ownership is the share
register held by the issuing company or its registrar.  While some companies may
issue share  certificates  or provide  extracts of the company's share register,
these  are  not  negotiable  instruments  and  are  not  effective  evidence  of
securities  ownership.  In an ownership dispute, the company's share register is
controlling.  As a result,  there is a risk that a fund's trade details could be
incorrectly or  fraudulently  entered on the issuer's share register at the time
of the  transaction,  or that a fund's  ownership  position could  thereafter be
altered or deleted  entirely  resulting  in a loss to the fund.  While the funds
intend to invest  directly in Russian  companies  which  utilize an  independent
registrar,  there can be no assurance that such investments will not result in a
loss to the funds.

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 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 "Additional  Investment  Restrictions"  in the
Statement of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

   
The majority of the foreign  securities  held by the funds may be denominated in
foreign  currencies.  Other  securities,  such as depositary  receipts,  will be
denominated  in  U.S.  dollars,  but  have a  value  that  is  dependent  on 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 a factor in the overall
performance of a fund.
    

To protect against adverse movements in exchange rates between  currencies,  the
funds 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 foreign securities trades.

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

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

If a fund enters  into a forward  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 protect a fund  against  adverse  currency
movements  through  the  use of  forward  currency  exchange  contracts  will be
successful. In addition, the use of forward currency exchange contracts tends to
limit the  potential  gains that  might  result  from a  positive  change in the
relationship between the foreign currency and the U.S. dollar.

INDIRECT FOREIGN INVESTMENT

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

SOVEREIGN DEBT OBLIGATIONS

The funds may  purchase  sovereign  debt  instruments  issued or  guaranteed  by
foreign  governments  or  their  agencies,  including  debt of  emerging  market
countries. Sovereign debt may be in the form of conventional securities or other
types of debt instruments such as loans or loan  participations.  Sovereign debt
of emerging market countries may involve a high degree of risk and may present a
risk of default or renegotiation or rescheduling of debt payments.

PORTFOLIO TURNOVER

   
The  total  portfolio  turnover  rate  of  International  Growth,  International
Discovery and Emerging  Markets funds are shown in the financial  information 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  investment
objectives.  The  manager  believes  that  the  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 a fund may be higher than other  mutual  funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater  brokerage  commissions  that the funds pay directly.  Higher  portfolio
turnover also may increase the  likelihood of realized  capital  gains,  if any,
distributed by the fund. See "Taxes," page --.
    

REPURCHASE AGREEMENTS

Each fund may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of that fund.

A  repurchase  agreement  occurs  when,  at  the  time  the  fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

Since the security purchased constitutes security for the repurchase obligation,
a repurchase  agreement can be considered a loan  collateralized by the security
purchased.  The fund's risk is the ability of the seller to pay the  agreed-upon
repurchase price on the repurchase  date. If the seller  defaults,  the fund may
incur  costs in  disposing  of the  collateral,  which  would  reduce the amount
realized  thereon.  If the seller seeks relief under the  bankruptcy  laws,  the
disposition of the collateral may be delayed or limited. To the extent the value
of the security decreases, the fund could experience a loss.

The funds will limit repurchase  agreement  transactions to securities issued by
the U.S.  government,  its agencies and  instrumentalities,  and will enter into
such  transactions  only with those banks and securities  dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

FUTURES AND OPTIONS

The funds may invest in  financial  futures  contracts  and options  thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator or security underlying the futures contract.

Rather than actually  purchasing a financial  asset (e.g.,  a long or short term
treasury security) or all of the securities contained in a specific index (e.g.,
the S&P 500),  the  manager  may  choose to  purchase a futures  contract  which
reflects the value of such securities or index. For example,  an S&P 500 futures
contract  reflects the value of the  underlying  companies that comprise the S&P
500  Composite  Stock Price Index.  If the  aggregate  market value of the index
securities  increases  or  decreases  during the  contract  period of an S&P 500
futures contract, the amount of cash to be paid to the contractholder at the end
of the period  would  correspondingly  increase or  decrease.  As a result,  the
manager is able to expose to the  market  cash that is held by the funds to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager believes that the use of futures and options thereon allows the funds to
be fully invested while maintaining the needed liquidity.

The funds will not purchase leveraged futures. When a fund enters into a futures
contract, it must make a deposit of cash or high-quality debt securities,  known
as "initial margin", as partial security for its performance under the contract.
As the value of the contract fluctuates, a party to the contract may be required
to make additional  margin  payments,  known as "variation  margin",  to cover a
portion of such  fluctuation.  A fund will also deposit in a segregated  account
with its custodian bank cash or high-quality  debt securities in an amount equal
to the fund's payment obligation under the futures contract, less any initial or
variation  margin.  For options sold, a fund will segregate cash or high-quality
debt  securities  equal to the value of the  securities  underlying  the  option
unless the option is otherwise covered.

WHEN-ISSUED SECURITIES

Each fund may 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
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.

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 and
Regulations.

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
SEC 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).


INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORIES

The funds  may  invest in the  securities  of  issuers  with  limited  operating
histories.  The manager  considers an issuer to have a limited operating history
if that issuer has a record of less than three years of continuous operation.

Investments  in  securities  of issuers with  limited  operating  histories  may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

   
International Growth and Global Growth will not invest more than 5% of its total
assets in the  securities  of  issuers  with less  than a  three-year  operating
history.  International Discovery and Emerging Markets will not invest more than
10% of their  total  assets  in the  securities  of  issuers  with  less  than a
three-year  operating  history.  The manager  will  consider  periods of capital
formation,   incubation,   consolidation,   and  research  and   development  in
determining  whether  a  particular  issuer  has a  record  of  three  years  of
continuous operation.
    

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.

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 also may include in advertisements data comparing its performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services,  Inc.) 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 also may be compared,  on a relative basis,
to other funds in our fund family. This relative comparison,  which may be based
upon historical fund  performance or historical or expected  volatility or other
fund characteristics, may be presented numerically, graphically or in text. Fund
performance also may 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.


HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

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

   
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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    


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 insurance  company.
Because 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  American  Century funds 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
12, or call one of our Institutional Service Representatives at 1-800-345-3533.

Orders to purchase shares are effective on the day we receive payment. See "When
Share Price is Determined," page 20.

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.
       

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 in our family.  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  any  one  account  of any  one  plan
participant or financial  intermediary  client 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  equity fund  redemptions.  See
"Special Requirements for Large Redemptions," page xx.
    

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 at their net asset
value  through  the plan or  financial  intermediary.  Your plan  administrator,
trustee,  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 xx. 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 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,  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 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.

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 Representative at 1-800-345-3533.
    

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
The price of your shares also is referred to as their net asset value. Net asset
value is determined by calculating the total value of a 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 American Century Target
Maturities  Trust,  net asset  value is  determined  as of the close of  regular
trading on each day that the New York  Stock  Exchange  is open,  usually 3 p.m.
Central time.  Net asset values for 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 our  receipt  of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund 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
as of the close of the Exchange 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.

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

We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.  Based  on  these   representations,   the  funds  have  authorized  such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the funds' net asset  value next  determined
after acceptance on the funds' behalf by such intermediary.

HOW SHARE PRICE IS DETERMINED

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

   
The 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  generally  are  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  exchanged  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  that 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 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  and Global  Growth  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   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 certain IRAs 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 tax.

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  fund  generally  will  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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  longer  than 12 months but no more than 18 months  (28% rate gain)  and/or
assets held longer than 18 months (20% rate gain) are taxable as long-term gains
regardless of the length of time you have held the shares.  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  (28% or 20%  rate  gain) to you with
respect to such shares.

Dividends and interest received by a fund on foreign 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.  Foreign  countries  generally  do not impose  taxes on capital  gains in
respect of investments by  non-resident  investors.  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 end of each
quarter of its fiscal year consists 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. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.
    

If a fund purchases the securities of certain foreign investment funds or trusts
called passive foreign investment companies (PFIC), 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.  Any distribution attributable to a PFIC is characterized as
ordinary income.

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) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the 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 (28% and/or 20% rate gain).

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  also may 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  generally  will recognize a 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 generally  will be considered  long-term,  subject to
tax at a maximum rate of 28%, if shareholders have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20%, if shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.
    

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


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 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 a fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of a fund.  The team meets  regularly  to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
a fund's portfolio as it deems  appropriate in pursuit of the fund's  investment
objectives.  Individual  portfolio  manager  members of the team also may adjust
portfolio holdings of a fund as necessary between team meetings.
    

The portfolio  manager members of the teams managing the funds described in this
Prospectus and their work experience for the last 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.  He is a member of
the teams that manage  International  Growth,  Global  Growth and  International
Discovery.
    

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
each of the funds 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

   
Global Growth                                                            1.00%
    

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 a management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month is  calculated  by  multiplying  the  applicable  fee for each fund by the
aggregate  average  daily  closing  value of each  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 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 5-8 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'  portfolio
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, American Century Tower, 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  transfer  agent are both  wholly  owned by  American  Century
Companies, Inc., which is controlled by James E. Stowers Jr.
    

Pursuant to a Sub-Administration  Agreement with the manager, Funds Distributor,
Inc. (FDI) serves as the  Co-Administrator for the funds. FDI is responsible for
(i)  providing  certain  officers  of the funds and (ii)  reviewing  and  filing
marketing and sales  literature on behalf of the funds. The fees and expenses of
FDI are paid by the manager out of its unified fee.

   
YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
fund's business,  particularly its ability to provide shareholder services,  may
be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The manager has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the manager may consider when making investment decisions, and other factors may
receive greater weight.
    

DISTRIBUTION OF FUND SHARES

   
The funds' shares are distributed by FDI, a registered  broker-dealer.  FDI is a
wholly owned,  indirect  subsidiary of Boston  Institutional  Group,  Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

Investors may open accounts with American  Century only through the distributor.
All purchase  transactions  in the funds are  processed  by the transfer  agent,
which is authorized to accept any  instructions  relating to fund accounts.  All
purchase  orders must be accepted by the  distributor.  All fees and expenses of
FDI in acting as distributor for the funds are paid by the manager.
    

SERVICE AND DISTRIBUTION FEES

   
Rule  12b-1  adopted  by the  SEC  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  entered  into  a  Master   Distribution  and
Shareholder Services Plan (the Plan) with the distributor. Pursuant to the Plan,
each fund pays a shareholder  services fee and a distribution fee, each equal to
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,   as  paying   agent  for  the  funds,   to  the  banks,
broker-dealers,  insurance companies or other financial  intermediaries  through
which such shares are made available.
    

The Plan has  been  adopted  and will be  administered  in  accordance  with the
requirements  of Rule 12b-1 under the  Investment  Company Act.  For  additional
information about the Plan and its terms, see "Multiple Class Structure - 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 American  Century Tower,  4500 Main Street,
P.O. Box 419385, Kansas City, Missouri 64141-6385.  All inquiries may be made by
mail to that address,  or by telephone at 1-800-345-3533  (international  calls:
816-531-5575).

American Century World Mutual Funds,  Inc. issues four 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  International  Growth,  International
Discovery and Emerging  Markets:  an Investor Class, an  Institutional  Class, a
Service  Class,  and an Advisor Class,  and three classes of Global  Growth:  an
Investor Class, an Institutional  Class and an Advisor Class. The shares offered
by this Prospectus are Advisor Class shares.

The Investor Class is made available to retail investors.  The other classes are
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  one  of our  Investor  Services  Representatives  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 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 that must be voted on separately by the series or class of 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' by-laws,  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.




   
P.O. Box 419385
Kansas City, Missouri
64141-6385
    

Institutional 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

www.americancentury.com


   
9810
SH-BKT-13715
<PAGE>
    
PROSPECTUS

   
November 1, 1998
    

Twentieth
Century
Group

   
International Growth
Global 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

Benham Group                American Century Group       Twentieth Century Group

   
MONEY MARKET FUNDS          ASSET ALLOCATION &
GOVERNMENT BOND FUNDS       BALANCED FUNDS               GROWTH FUNDS
DIVERSIFIED BOND FUNDS      CONSERVATIVE EQUITY FUNDS    INTERNATIONAL FUNDS
MUNICIPAL BOND FUNDS        SPECIALTY FUNDS

International Growth
Global Growth
International Discovery
Emerging Markets
    


PROSPECTUS

   
November 1, 1998


International Growth *Global 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.  Four 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  may  invest 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 in 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  November 1, 1998, and filed with the Securities and Exchange
Commission  (SEC).  It is  incorporated  into this  Prospectus by reference.  To
obtain a copy without charge, call or write:
    

American Century Investments
4500 Main Street o P.O. Box 419385
Kansas City, Missouri 64141-6385o 1-800-345-3533
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-345-1833o In Missouri: 816-444-3038
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.


INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY -- TWENTIETH CENTURY
INTERNATIONAL GROWTH FUND

   
The investment  objective of  International  Growth is capital growth.  The fund
will seek to achieve its investment  objective by investing primarily in foreign
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
GLOBAL GROWTH FUND

The investment  objective of Global Growth is capital growth. The fund will seek
to achieve its investment  objective by investing primarily in equity securities
of both U.S. and foreign  issuers 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 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.


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 ..........................................   9
    International Growth ...................................................   7
    Global Growth
    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
    Futures and Options
    When-Issued Securities .................................................  13
    Short Sales ............................................................  14
    Rule 144A Securities ...................................................  14
    Investments in Companies
      with Limited Operating Histories
 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
    Year 2000 Issues
 Distribution of Fund Shares ...............................................  26
 Further Information About American Century ................................  27
    



<TABLE>
<CAPTION>
   
TRANSACTION AND OPERATING EXPENSE TABLE


                                                                 International    Global     International     Emerging
                                                                    Growth        Growth       Discovery        Markets

 SHAREHOLDER TRANSACTION EXPENSES:

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

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

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

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

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

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

Management Fees(2) ................................................  1.17%(3)     1.05%          1.48%(3)        1.80%(3)

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

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

Total Fund Operating Expenses(2) ..................................  1.17%(3)     1.05%          1.48%(3)        1.80%(3)

 EXAMPLE:

You would pay the following expenses on a                   1 year    $ 12          $11          $ 15            $ 18
$1,000 investment, assuming a 5% annual return and          3 years     37           33            47              56
redemption at the end of each time period(2):               5 years     64           58            80              97
                                                           10 years    141          128           176             210
</TABLE>
    
(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,  International  Discovery and Emerging
Markets  remain  constant  at  $1,756,574,349,   $626,326,600  and  $11,829,515,
respectively,  the assets of the funds as of November 30, 1997. 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.


   
The  purpose  of this  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 fund 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 SEC
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 other  classes of shares.  One is  available to retail  investors  and the
other classes are 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 the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page xx.




FINANCIAL HIGHLIGHTS
INTERNATIONAL GROWTH

The sale of the Institutional  Class of the fund commenced on November 20, 1997.
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  six-month  period  ended  May 31,  1998 are
unaudited.  The Fincial  Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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, except as noted.

                                                1998(1)             1997(2)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ..................    $       9.22         $       9.26
                                          ------------         ------------

Income From
Investment Operations

  Net Investment Income ..............            0.04(3)              --

  Net Realized and
  Unrealized Loss
  on Investment Transactions .........            2.25                (0.04)
                                          ------------         ------------

  Total From
  Investment Operations ..............            2.29                (0.04)
                                          ------------         ------------

Distributions

  From Net
  Investment Income ..................           (0.03)                --

  From Net Realized
  Gains on Investment
  Transactions .......................           (1.28)                --
                                          ------------         ------------

  Total Distributions ................           (1.31)                --
                                          ------------         ------------


Net Asset Value,
End of Period ........................    $      10.20         $       9.22
                                          ============         ============


  Total Return(4) ....................           28.75%               (0.43)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ................            1.15%(5)             1.18%(5)

Ratio of Net Investment
Loss to Average
Net Assets ...........................            0.92%(5)       (0.53)%(5)

Portfolio Turnover Rate ..............              94%                 163%

Average Commission Paid per Share
of Equity Security Traded ............    $     0.0137         $     0.0069

Net Assets, End
of Period (in thousands) .............    $     24,302         $     18,846

(1)  Six months ended May 31, 1998 (unaudited).

(2)  November 20, 1997 (commencement of sale) through November 30, 1997.

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

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

(5)  Annualized.


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

The  Institutional  Class of the fund was  established  September  3, 1996.  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  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.


                                 1998(1)         1997          1996          1995        1994        1993        1992     1991(2)

PER-SHARE DATA

Net Asset Value,
<S>                          <C>           <C>           <C>           <C>           <C>         <C>         <C>         <C>    
Beginning of Period .........$     9.22    $     8.73    $     7.51    $     7.47  $     7.34    $   5.79    $   5.33    $  5.10
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Income From
Investment Operations

  Net Investment
  Income (Loss) .............      0.03(3)       --           (0.01)(3)      0.01       (0.04)      (0.04)       0.06       0.01

  Net Realized and
  Unrealized Gain on
  Investment Transactions ...      2.25          1.41          1.24          0.40        0.57        1.78        0.41       0.22
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

  Total From
  Investment Operations .....      2.28          1.41          1.23          0.41        0.53        1.74        0.47       0.23
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Distributions

  From Net
  Investment Income .........     (0.03)         --           (0.01)         --          --         (0.04)      (0.01)      --

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

  From Net Realized
  Gains on Investment
  Transactions ..............     (1.28)        (0.92)         --           (0.37)      (0.40)       --          --         --
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

  Total Distributions .......     (1.31)        (0.92)        (0.01)        (0.37)      (0.40)      (0.19)      (0.01)      --
                             ----------    ----------    ----------    ----------  ----------    --------    --------    -------

Net Asset Value,
End of Period ...............$    10.19    $     9.22    $     8.73    $     7.51  $     7.47    $   7.34    $   5.79    $  5.33
                             ==========    ==========    ==========    ==========  ==========    ========    ========    =======


  Total Return(5) ...........     28.60%        18.12%        16.35%         5.93%       7.28%      31.04%       8.77%      4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .......      1.35%(5)      1.38%(6)      1.65%(6)      1.77%       1.84%       1.90%       1.91%      1.93%(5)

Ratio of Net Investment
Income (Loss) to Average
Net Assets ..................      0.72%(5)      0.04%        (0.07)%        0.25%      (0.53)%     (0.34)%      0.95%      0.26%(5)

Portfolio
Turnover Rate ...............        94%          163%          158%          169%        242%        255%        180%        84%

Average Commission Paid
per Investment Security
Traded ......................$   0.0137    $   0.0069    $   0.0195    $   0.0020        -(7)        -(7)        -(7)       -(7)

Net Assets, End
of Period (in thousands) ....$2,387,497    $1,728,617    $1,342,608    $1,210,442  $1,316,642    $759,238    $215,346    $43,076
</TABLE>

(1)  Six months ended May 31, 1998 (unaudited).

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

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

(4)  Amount was less than $0.01 per share.

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

(6)  Annualized.

(7)  The manager  voluntarily  waived a portion of its  management fee effective
     August 1, 1996  through  July 31, 1997.  In absence of the  management  fee
     waiver,  the ratio of  operating  expenses to average net assets would have
     been 1.56% and 1.76% for the years ended November 30, 1997 and November 30,
     1996, respectively.

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




FINANCIAL HIGHLIGHTS
INTERNATIONAL DISCOVERY

The sale of the  Institutional  Class of the fund  commenced on January 2, 1998.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on April 1, 1994, is presented on page 8.

The unaudited  Financial  Highlights  for  six-month  period ended May 31, 1998,
appear in the fund's semiannual report,  which is incorporated by reference into
the  Statement  of  Additional  Information.   The  semiannual  report  contains
additional  performance  information and will be made available upon request and
without charge.

                                                                  1998(1)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ...................................         $       8.18
                                                                ------------

Income From
Investment Operations

  Net Investment Income(2) ............................                 0.04

  Net Realized and
  Unrealized Gain
  on Investment Transactions ..........................                 2.57
                                                                ------------

  Total From
  Investment Operations ...............................                 2.61
                                                                ------------


Net Asset Value,
End of Period .........................................         $      10.79
                                                                ============

  Total Return(3) .....................................                31.91%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .................................                 1.46%(4)

Ratio of Net Investment
Loss to Average
Net Assets ............................................                 0.86%(4)

Portfolio Turnover Rate ...............................                   86%

Average Commission Paid per Share
of Equity Security Traded .............................         $     0.0039

Net Assets, End
of Period (in thousands) ..............................         $     62,188

(1)  January 2, 1998 (commencement of sale) through May 31, 1998 (unaudited).

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

The  Institutional  Class of the fund was  established  September  3, 1996.  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  six-month  period  ended  May 31,  1998 are
unaudited.  The Financial Highlights for the fiscal year ended November 30,1997,
have been audited by Deloitte & Touche 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,  1996,  have  been  audited  by other  independent  auditors.  The
information  presented  is for a share  outstanding  throughout  the years ended
November 30, except as noted.

                                         1998(1)                1997                1996                1995         1994(2)
PER-SHARE

Net Asset Value,
<S>                                <C>                 <C>                 <C>                 <C>             <C>          
Beginning of Period .............  $        8.54       $        7.60       $        5.70       $        5.39   $        5.00
                                   -------------       -------------       -------------       -------------   -------------

Income From
Investment Operations

  Net Investment
  Income (Loss) .................          (0.01)(3)           (0.03)              (0.02)(3)            0.03           (0.02)

  Net Realized and
  Unrealized Gain on
  Investment Transactions .......           2.74                1.31                1.95                0.28            0.41
                                   -------------       -------------       -------------       -------------   -------------

  Total From
   Investment Operations ........           2.73                1.28                1.93                0.31            0.39
                                   -------------       -------------       -------------       -------------   -------------

Distributions

  From Net
  Investment Income .............          (0.02)              (0.02)              (0.01)               --              --

  In Excess of
  Net Investment Income .........           --                  --                 (0.02)               --              --

  From Net Realized Gains
  on Investment Transactions ....          (0.47)              (0.32)                --                 --              --
                                   -------------       -------------       -------------       -------------   -------------


  Total Distributions ...........          (0.49)              (0.34)              (0.03)               --              --
                                   -------------       -------------       -------------       -------------   -------------

Net Asset Value,
End of Period ...................  $       10.78       $        8.54       $        7.60       $        5.70   $        5.39
                                   =============       =============       =============       =============   =============


  Total  Return(4) ..............          33.92%              17.76%              34.06%               5.75%           7.80%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...........           1.66%(5)            1.70%(6)            1.88%(6)            2.00%           2.00%(5)

Ratio of Net Investment Income
(Loss) to Average Net Assets ....     (0.18)%(5)               (0.37)%             (0.31)%              0.27%     (0.48)%(5)


Portfolio
Turnover Rate ...................             86%                146%                130%                168%             56%

Average Commission Paid
per Share of Equity Security
Traded ..........................  $      0.0039       $      0.0054       $       .0054       $       .0040            -(7)

Net Assets, End
of Period (in thousands) ........  $     848,554       $     626,327       $     377,128       $     114,579   $     111,202
</TABLE>
(1)  Six months ended May 31, 1998 (unaudited).

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

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

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

(5)  Annualized.

(6)  American Century Investment Manangement,  Inc. voluntarily waived a portion
     of its  management  fee effective  August 1, 1996 through July 30, 1997. In
     absence of the  management fee waiver,  the ratio of operating  expenses to
     average  net assets  would  have been  1.87% and 1.99% for the years  ended
     November 30, 1997 and November 30, 1996, respectively.

(7)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended November 30, 1995.



PERFORMANCE INFORMATION OF OTHER CLASS

EMERGING MARKETS

The  Institutional  Class of the fund was  established  September 30, 1997.  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  six-month  period  ended  May 31,  1998 are
unaudited. The Financial Highlights for the fiscal year ended November 30, 1997,
have been audited by Deloitte & Touche 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.  




                                                 1998(1)           1997(2)
PER-SHARE DATA

Net Asset Value,
Beginning of Period ...................    $       4.15        $       5.00
                                           ------------        ------------

Income From
Investment Operations

  Net Investment Gain (Loss)(3) .......            0.01               (0.01)

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions ..........            0.09               (0.84)
                                           ------------        ------------

  Total From
  Investment Operations ...............            0.10               (0.85)
                                           ------------        ------------


Net Asset Value,
End of Period .........................    $       4.25        $       4.15
                                           ============        ============

  Total Return(4) .....................            2.41%             (17.00)%

RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income (Loss) to Average
Net Assets ............................            0.30%(5)      (0.74)%(5)

Portfolio Turnover Rate ...............             143%                 36%

Average Commission Paid per Share
of Equity Security Traded .............    $     0.0006        $     0.0012

Net Assets, End
of Period (in thousands) ..............    $     21,570        $     11,830

(1)  Six months ended May 31, 1998 (unaudited).

(2)  September 30, 1997 (inception) through November 30, 1997.

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

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

(5)  Annualized.
    


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 identified 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  International  Growth 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.

GLOBAL GROWTH

The investment  objective of Global Growth is capital growth. The fund will seek
to achieve its investment  objective by investing primarily in equity securities
of both U.S. and 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,  prospects for  appreciation.
The fund will invest  primarily in  securities  of issuers in developed  markets
(including  the  U.S.).  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.
    

INTERNATIONAL DISCOVERY

   
The investment objective of International  Discovery 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.
    

EMERGING MARKETS

   
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  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.
    

POLICIES APPLICABLE TO ALL FUNDS

   
Although  the primary  investment  of the funds will be equity  securities,  the
funds  may  also  invest  in  other  types  of  securities  consistent  with the
accomplishment  of the funds'  objectives.  When the manager  believes  that the
total  return  potential  of other  securities  equals or exceeds the  potential
return  of equity  securities,  each  fund may  invest  up to 35% in such  other
securities.  The other  securities the funds may invest in are bonds,  notes and
debt securities of companies and obligations of domestic or foreign  governments
and their agencies.

Under normal  conditions,  International  Growth,  International  Discovery  and
Emerging  Markets  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. Global Growth, under normal conditions,  will invest at least 65%
of its assets in equity and equity  equivalent  securities  from at least  three
countries,  which may include the United States. It is the intent of the manager
to diversify  investments in a fund across a broad range of foreign issuers. The
manager  defines  "foreign  issuer" as an issuer of securities that is domiciled
outside  the  United  States,  derives  at least 50% of its total  revenue  from
production or sales outside the United States, or whose principal trading market
is outside the United States.

The funds 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.

International  Growth  and Global  Growth  will limit  their  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.

With  respect to  International  Discovery  and Emerging  Markets,  there are no
credit quality or maturity restrictions with regard to the bonds, corporate debt
securities,  and government obligations in which the funds may invest,  although
less than 35% of each 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.
    

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.

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

Ownership  Risk.  Evidence of  securities  ownership  may be  uncertain  in many
foreign countries. In many of these countries,  the most notable of which is the
Russian Federation,  the ultimate evidence of securities  ownership is the share
register held by the issuing company or its registrar.  While some companies may
issue share  certificates  or provide  extracts of the company's share register,
these  are  not  negotiable  instruments  and  are  not  effective  evidence  of
securities  ownership.  In an ownership dispute, the company's share register is
controlling.  As a result,  there is a risk that a fund's trade details could be
incorrectly or  fraudulently  entered on the issuer's share register at the time
of the  transaction,  or that a fund's  ownership  position could  thereafter be
altered or deleted  entirely  resulting  in a loss to the fund.  While the funds
intend to invest  directly in Russian  companies  which  utilize an  independent
registrar,  there can be no assurance that such investments will not result in a
loss to the funds.

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 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 "Additional  Investment  Restrictions"  in the
Statement of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

   
The majority of the foreign  securities  held by the funds may be denominated in
foreign  currencies.  Other  securities,  such as depositary  receipts,  will be
denominated  in  U.S.  dollars,  but  have a  value  that  is  dependent  on 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 a factor in the overall
performance of a fund.
    

To protect against adverse movements in exchange rates between  currencies,  the
funds 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 foreign securities trades.

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

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

If a fund enters  into a forward  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 protect a fund  against  adverse  currency
movements  through  the  use of  forward  currency  exchange  contracts  will be
successful. In addition, the use of forward currency exchange contracts tends to
limit the  potential  gains that  might  result  from a  positive  change in the
relationship between the foreign currency and the U.S. dollar.

INDIRECT FOREIGN INVESTMENT

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

SOVEREIGN DEBT OBLIGATIONS

The funds may  purchase  sovereign  debt  instruments  issued or  guaranteed  by
foreign  governments  or  their  agencies,  including  debt of  emerging  market
countries. Sovereign debt may be in the form of conventional securities or other
types of debt instruments such as loans or loan  participations.  Sovereign debt
of emerging market countries may involve a high degree of risk and may present a
risk of default or renegotiation or rescheduling of debt payments.

PORTFOLIO TURNOVER

   
The  total  portfolio  turnover  rate  of  International  Growth,  International
Discovery and Emerging  Markets funds are shown in the financial  information 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  investment
objectives.  The  manager  believes  that  the  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 a fund may be higher than other  mutual  funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater  brokerage  commissions  that the funds pay directly.  Higher  portfolio
turnover also may increase the  likelihood of realized  capital  gains,  if any,
distributed by the fund. See "Taxes," page --.
    

REPURCHASE AGREEMENTS

Each fund may invest in repurchase  agreements when such transactions present an
attractive  short-term  return on cash that is not  otherwise  committed  to the
purchase of securities pursuant to the investment policies of that fund.

A  repurchase  agreement  occurs  when,  at  the  time  the  fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

Since the security purchased constitutes security for the repurchase obligation,
a repurchase  agreement can be considered a loan  collateralized by the security
purchased.  The fund's risk is the ability of the seller to pay the  agreed-upon
repurchase price on the repurchase  date. If the seller  defaults,  the fund may
incur  costs in  disposing  of the  collateral,  which  would  reduce the amount
realized  thereon.  If the seller seeks relief under the  bankruptcy  laws,  the
disposition of the collateral may be delayed or limited. To the extent the value
of the security decreases, the fund could experience a loss.

The funds will limit repurchase  agreement  transactions to securities issued by
the U.S.  government,  its agencies and  instrumentalities,  and will enter into
such  transactions  only with those banks and securities  dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

FUTURES AND OPTIONS

The funds may invest in  financial  futures  contracts  and options  thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator or security underlying the futures contract.

Rather than actually  purchasing a financial  asset (e.g.,  a long or short term
treasury security) or all of the securities contained in a specific index (e.g.,
the S&P 500),  the  manager  may  choose to  purchase a futures  contract  which
reflects the value of such securities or index. For example,  an S&P 500 futures
contract  reflects the value of the  underlying  companies that comprise the S&P
500  Composite  Stock Price Index.  If the  aggregate  market value of the index
securities  increases  or  decreases  during the  contract  period of an S&P 500
futures contract, the amount of cash to be paid to the contractholder at the end
of the period  would  correspondingly  increase or  decrease.  As a result,  the
manager is able to expose to the  market  cash that is held by the funds to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager believes that the use of futures and options thereon allows the funds to
be fully invested while maintaining the needed liquidity.

The funds will not purchase leveraged futures. When a fund enters into a futures
contract, it must make a deposit of cash or high-quality debt securities,  known
as "initial margin", as partial security for its performance under the contract.
As the value of the contract fluctuates, a party to the contract may be required
to make additional  margin  payments,  known as "variation  margin",  to cover a
portion of such  fluctuation.  A fund will also deposit in a segregated  account
with its custodian bank cash or high-quality  debt securities in an amount equal
to the fund's payment obligation under the futures contract, less any initial or
variation  margin.  For options sold, a fund will segregate cash or high-quality
debt  securities  equal to the value of the  securities  underlying  the  option
unless the option is otherwise covered.

WHEN-ISSUED SECURITIES

Each fund may 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
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.

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 and
Regulations.

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
SEC 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  fund's  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).

INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORIES

The funds  may  invest in the  securities  of  issuers  with  limited  operating
histories.  The manager  considers an issuer to have a limited operating history
if that issuer has a record of less than three years of continuous operation.

Investments  in  securities  of issuers with  limited  operating  histories  may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

   
International Growth and Global Growth will not invest more than 5% of its total
assets in the  securities  of  issuers  with less  than a  three-year  operating
history.  International Discovery and Emerging Markets will not invest more than
10% of their  total  assets  in the  securities  of  issuers  with  less  than a
three-year  operating  history.  The manager  will  consider  periods of capital
formation,   incubation,   consolidation,   and  research  and   development  in
determining  whether  a  particular  issuer  has a  record  of  three  years  of
continuous operation.
    


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.

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 also may include in advertisements data comparing its performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services,  Inc.) 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 also may be compared,  on a relative basis,
to other funds in our fund family. This relative comparison,  which may be based
upon historical fund  performance or historical or expected  volatility or other
fund characteristics, may be presented numerically, graphically or in text. Fund
performance also may 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.
    

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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

The  following  sections  explain  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
"Minimum Investment," page xx and "Customers of Banks,  Broker-Dealers and Other
Financial Intermediaries," page xx.
    

HOW TO OPEN AN ACCOUNT

To open an account,  you must complete and sign an application,  furnishing your
taxpayer  identification  number. (You also must 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:

o        Receiving bank and routing number:
          Commerce Bank, N.A. (101000019)

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

o        Beneficiary account number (BNF ACCT):
          2804918

o        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.

o        Originator to Beneficiary (OBI):
          Name and address of owner of account into which you are investing.

o        Bank to Bank Information
          (BBI or Free Form Text):

o        Taxpayer identification or Social Security number.

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

   
o        Current tax year,  previous tax year or rollover designation if an IRA.
          Specify whether  traditional  IRA, Roth IRA,  Education 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 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 is
$250 for checks  submitted  without the  investment  slip  portion of a previous
statement or confirmation and $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

   
Upon completion of your  application and once your account is open, you may make
investments by telephone.  You may call an Investor  Services  Representative or
use our Automated Information Line.
    

By Wire

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

In Person

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

AUTOMATIC INVESTMENT PLAN

   
By completing the application and electing to make investments automatically, we
will 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 an Institutional Service Representative.
    

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 funds  issued by 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 xx.
    

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  upon  completion and receipt of your
application or by calling us at 1-800-345-3533 to get the appropriate form.
    

HOW TO REDEEM SHARES

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

By Telephone

   
Upon  completion  of your  application  and once your  account is open,  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,  please call and request
our Check-A-Month brochure.

Other Automatic Redemptions

You may elect to make redemptions  automatically by authorizing us to send funds
to you or to your account at a bank or other  financial  institution.  To set up
automatic redemptions, call an Institutional Service Representative.

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  usually will  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,  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 fund's 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.  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  services  to make your  account  easier to manage.  These are
listed on the account application.  You will find more information about each of
these services 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:

     o    Individual Retirement Accounts (IRAs);

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

     o    Profit  sharing  plans and pension  plans for  corporations  and other
          employers.

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

   
You also can  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 also may 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 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 manager 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 Investor  Centers.  You also may 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 our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your financial intermediary.


ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
The price of your shares also is referred to as their net asset value. Net asset
value is determined by calculating the total value of a 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 American Century Target
Maturities  Trust,  net asset  value is  determined  as of the close of  regular
trading on each day that the New York  Stock  Exchange  is open,  usually 3 p.m.
Central time.  Net asset values for 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 our  receipt  of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund 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
as of the close of the Exchange 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 arrangements with the funds or the
funds' distributor in order for you to receive that day's price.

   
We have contractual relationships with certain financial intermediaries in which
such intermediaries  represent that they have systems to track the time at which
investment  orders are received and to  segregate  orders  received at different
times.  Based  on  these   representations,   the  funds  have  authorized  such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders will be priced at the funds' net asset  values next  determined
after acceptance on the funds' behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

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

   
The 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  generally  are  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  exchanged  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  that 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 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  and Global  Growth  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.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.    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 certain IRAs 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 tax.

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  fund  generally  will  not be  subject  to  current
taxation,  but will  accumulate in your account under the plan 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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  longer  than 12 months but no more than 18 months  (28% rate gain)  and/or
assets held longer than 18 months (20% rate gain) are taxable as long-term gains
regardless of the length of time you have held the shares.  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  (28% or 20%  rate  gain) to you with
respect to such shares.

Dividends and interest received by a fund on foreign 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.  Foreign  countries  generally  do not impose  taxes on capital  gains in
respect of investments by  non-resident  investors.  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 end of each
quarter of its fiscal year consists 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. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.
    

If a fund purchases the securities of certain foreign investment funds or trusts
called passive foreign investment companies (PFIC), 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.  Any distribution attributable to a PFIC is characterized as
ordinary income.

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) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the 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 (28% and/or 20% rate gain).

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  also may 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  generally  will recognize a 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 generally  will be considered  long-term,  subject to
tax at a maximum rate of 28%, if shareholders have held such shares for a period
of more than 12 months but no more than 18 months and long-term,  subject to tax
at a maximum rate of 20%, if shareholders  have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment  in  additional  fund  shares  within  30 days  before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement  of the  recognition of such loss for federal income
tax purposes.
    

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

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 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 a fund and
directs the purchase and sale of its investment  securities.  It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of a fund.  The team meets  regularly  to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
a fund's portfolio as it deems  appropriate in pursuit of the fund's  investment
objectives.  Individual  portfolio  manager  members of the team also may adjust
portfolio holdings of a fund as necessary between team meetings.
    

The portfolio  manager members of the teams managing the funds described in this
Prospectus and their work experience for the last 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.  He is a member of
the teams that manage  International  Growth,  Global  Growth and  International
Discovery.
    

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
each of the funds 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

   
Global Growth                                                            1.05%
    

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

Emerging Markets                                   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 a management fee to the
manager for the previous  month at the specified  rate. The fee for the previous
month is  calculated  by  multiplying  the  applicable  fee for each fund by the
aggregate  average  daily  closing  value of each  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 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 5-9 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'  portfolio
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, American Century Tower, 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 its unified management fee.

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  transfer  agent are both  wholly  owned by  American  Century
Companies, Inc., which is controlled by James E. Stowers Jr.
    

Pursuant to a Sub-Administration  Agreement with the manager, Funds Distributor,
Inc. (FDI) serves as the  Co-Administrator for the funds. FDI is responsible for
(i)  providing  certain  officers  of the funds and (ii)  reviewing  and  filing
marketing and sales  literature on behalf of the funds. The fees and expenses of
FDI are paid by the manager out of its unified fee.

   
YEAR 2000 ISSUES

Many of the world's  computer  systems  currently  cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the funds,  American Century formally initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the funds'  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
funds' business,  particularly its ability to provide shareholder services,  may
be hampered.

In  addition,  the  issuers  of  securities  the funds own could  have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the funds' performance. The manager has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the manager may consider when making investment decisions, and other factors may
receive greater weight.
    


DISTRIBUTION OF FUND SHARES

   
The funds' shares are distributed by FDI, a registered  broker-dealer.  FDI is a
wholly owned,  indirect  subsidiary of Boston  Institutional  Group,  Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

Investors may open accounts with American  Century only through the distributor.
All purchase  transactions  in the funds are  processed  by the transfer  agent,
which is authorized to accept any  instructions  relating to fund accounts.  All
purchase  orders must be accepted by the  distributor.  All fees and expenses of
FDI in acting as distributor for the funds are paid by the manager.
    

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

American Century World Mutual Funds,  Inc. issues four 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  International  Growth,  International
Discovery and Emerging  Markets:  an Investor Class, an  Institutional  Class, a
Service  Class,  and an Advisor Class,  and three classes of Global  Growth:  an
Investor Class, an Institutional  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 made available to retail investors.  The other classes are
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  information  concerning the Service or Advisor  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 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 that must be voted on separately by the series or class of 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' by-laws,  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.



   
P.O. Box 419385
Kansas City, Missouri
64141-6385
    

Institutional 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

www.americancentury.com

   
9810
SH-BKT-13716
<PAGE>
    
                       STATEMENT OF ADDITIONAL INFORMATION

                        [American Century Logo(reg.tm)]
                                    American
                                    Century

   
                                NOVEMBER 1, 1998
    

                                    TWENTIETH
                                     CENTURY
                                      GROUP

   
                              International Growth
                                  Global Growth
                             International Discovery
                                Emerging Markets


                       STATEMENT OF ADDITIONAL INFORMATION
                                NOVEMBER 1, 1998
    

                   AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

   
This Statement is not a prospectus  but should be read in  conjunction  with the
current  Prospectus of American Century World Mutual Funds, Inc., dated November
1,  1998.  Please  retain  this  document  for future  reference.  To obtain the
Prospectus,  call American  Century toll free at  1-800-345-2021  (international
calls:  816-531-5575),  or write  to P.O.  Box  419200,  Kansas  City,  Missouri
64141-6200, or access our Web site (www.americancentury.com).
    

TABLE OF CONTENTS

Investment Objectives of the Funds .........................................   2
Additional Investment Restrictions .........................................   2
Forward Currency Exchange Contracts ........................................   3
An Explanation of Fixed Income Securities Ratings ..........................   4
Short Sales ................................................................   6
Portfolio Lending ..........................................................   6
Portfolio Turnover .........................................................   6
Officers and Directors .....................................................   7
Management .................................................................   8
Custodians .................................................................  10
Independent Auditors .......................................................  10
Capital Stock ..............................................................  10
Multiple Class Structure ...................................................  10
Brokerage ..................................................................  13
Performance Advertising ....................................................  13
Redemptions in Kind ........................................................  15
Holidays ...................................................................  15
Financial Statements .......................................................  15


     STATEMENT OF ADDITIONAL INFORMATION                                      1


INVESTMENT OBJECTIVES OF THE FUNDS

    The  investment  objective of each fund  comprising  American  Century World
Mutual  Funds,  Inc. is  described  on page 2 of the  Prospectus.  In seeking to
achieve its objective,  a fund must conform to certain  policies,  some of which
are designated in the Prospectus or in this Statement of Additional  Information
as  "fundamental"  and  cannot be  changed  without  shareholder  approval.  The
following  paragraph is also a statement of  fundamental  policy with respect to
selection of investments.

    In general,  within the restrictions  outlined herein,  American Century has
broad  powers  with  respect  to  investing  funds or holding  them  uninvested.
Investments are varied according to what is judged  advantageous  under changing
economic  conditions.  It  is  our  policy  to  retain  maximum  flexibility  in
management without restrictive provisions as to the proportion of one or another
class of securities  that may be held,  subject to the  investment  restrictions
described  below.  It is the manager's  intention  that each fund will generally
consist  of  common  stocks.  However,   subject  to  the  specific  limitations
applicable to a fund,  the manager may invest the assets of each fund in varying
amounts  in  other  instruments  and  in  senior  securities,   such  as  bonds,
debentures,  preferred  stocks  and  convertible  issues,  when such a course is
deemed appropriate in order to attempt to attain its financial objective.

ADDITIONAL INVESTMENT RESTRICTIONS

    Additional  fundamental  policies that may be changed only with  shareholder
approval provide as follows:

     (1)  The funds shall not issue senior securities, except as permitted under
          the Investment Company Act of 1940.

   
     (2)  The funds shall not borrow money,  except that a fund may borrow money
          for temporary or emergency purposes (not for leveraging or investment)
          in an  amount  not  exceeding  331/3%  of  that  fund's  total  assets
          (including  the  amount   borrowed)  less   liabilities   (other  than
          borrowings).

     (3)  The funds shall not lend any  security or make any other loan if, as a
          result,  more than 331/3% of a fund's  total  assets  would be lent to
          other parties,  except (i) through the purchase of debt  securities in
          accordance with its investment objective, policies and limitations, or
          (ii) by engaging in  repurchase  agreements  with respect to portfolio
          securities.
    

     (4)  The funds shall not  concentrate  their  investments  in securities of
          issuers in a  particular  industry  (other than  securities  issued or
          guaranteed  by  the  U.S.   government  or  any  of  its  agencies  or
          instrumentalities).

     (5)  The funds shall not purchase or sell real estate unless  acquired as a
          result of ownership of  securities or other  instruments.  This policy
          shall not  prevent  a fund  from  investment  in  securities  or other
          instruments backed by real estate or securities of companies that deal
          in real estate or are engaged in the real estate business.

   
     (6)  The  funds  shall  not act as  underwriters  of  securities  issued by
          others,   except  to  the  extent  that  a  fund  may  be   considered
          underwriters  within the meaning of the  Securities Act of 1933 in the
          disposition of restricted securities.
    

     (7)  The funds  shall not  purchase  or sell  physical  commodities  unless
          acquired as a result of ownership of securities or other  instruments;
          provided  that this  limitation  shall  not  prohibit  the funds  from
          purchasing or selling options and futures  contracts or from investing
          in securities or other instruments backed by physical commodities.

     (8)  The funds shall not invest for  purposes of  exercising  control  over
          management.

    In addition, the funds have adopted the following non-fundamental investment
restrictions:

     (1)  As  an  operating  policy,  a  fund  shall  not  purchase   additional
          investment securities at any time during which outstanding  borrowings
          exceed 5% of the total assets of the fund.

   
     (2)  As an operating  policy, a fund may not purchase any security or enter
          into a repurchase  agreement if, as a result, more than 15% of its net
          assets would be invested in  repurchase  agreements  not entitling the
          holder to payment of principal and interest within seven days, nor may
          it invest in securities that are illiquid by
    


2                                                   AMERICAN CENTURY INVESTMENTS


          virtue of legal or contractual  restrictions  on resale or the absence
          of a readily available market.

     (3)  As an operating policy, a fund shall not sell securities short, unless
          it owns or has the right to obtain  securities  equivalent in kind and
          amount to the securities sold short,  and provided that transaction in
          futures  contracts  and options are not deemed to  constitute  selling
          securities short.

     (4)  As an  operating  policy,  a fund  shall not  purchase  securities  on
          margin, except that the fund may obtain such short-term credits as are
          necessary for the clearance of transactions,  and provided that margin
          payments in connection  with futures  contracts and options on futures
          contracts shall not constitute purchasing securities on margin.

    The Investment  Company Act imposes  certain  additional  restrictions  upon
acquisition  by  the  funds  of  securities   issued  by  insurance   companies,
broker-dealers,  underwriters or investment advisors, and upon transactions with
affiliated persons as therein defined.  It also defines and forbids the creation
of cross and circular ownership.  Neither the Securities and Exchange Commission
nor any other  agency of the  federal  or state  government  participates  in or
supervises  the  management  of the  funds  or  their  investment  practices  or
policies.

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    Each fund expects to use forward contracts under two circumstances:

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

     (2)  When the manager  believes  that the currency of a particular  foreign
          country may suffer a substantial  decline against the U.S. dollar, the
          fund would be able to enter into a forward  contract  to sell  foreign
          currency for a fixed U.S.  dollar  amount  approximating  the value of
          some or all of the fund's portfolio  securities either denominated in,
          or whose value is tied to, such foreign currency.

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

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


STATEMENT OF ADDITIONAL INFORMATION                                            3

additional  cash or securities will be placed in the account on a daily basis so
that the value of the account equals the amount of the fund's  commitments  with
respect to such contracts.

    The  precise  matching  of forward  contracts  in the  amounts and values of
securities  involved  generally would not be possible since the future values of
such foreign  currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures.  Predicting  short-term  currency  market  movements is
extremely difficult, and the successful execution of short-term hedging strategy
is highly  uncertain.  Normally,  consideration  of the  prospect  for  currency
parities will be incorporated into the long-term  investment decisions made with
respect to overall  diversification  strategies.  However,  the manager believes
that it is important to have  flexibility  to enter into such forward  contracts
when it determines that a fund's best interests may be served.

    Generally,  a fund will not enter  into a  forward  contract  with a term of
greater  than one year.  At the maturity of the forward  contract,  the fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate  the  obligation to deliver the foreign
currency by purchasing an "offsetting"  forward  contract with the same currency
trader  obligating  the fund to purchase,  on the same maturity  date,  the same
amount of the foreign currency.

    It is impossible  to forecast  with  absolute  precision the market value of
portfolio securities at the expiration of the forward contract.  Accordingly, it
may be necessary for a fund to purchase  additional foreign currency on the spot
market  (and bear the  expense  of such  purchase)  if the  market  value of the
security is less than the amount of foreign  currency  the fund is  obligated to
deliver and if a decision is made to sell the security and make  delivery of the
foreign currency the fund is obligated to deliver.

AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS

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

    Fixed  income  securities   ratings  provide  the  manager  with  a  current
assessment  of the credit  rating of an issuer with respect to a specific  fixed
income  security.  The  following  is a  description  of the  rating  categories
utilized by the rating services referenced in the Prospectus disclosure.

    The following  summarizes the ratings used by Standard & Poor's  Corporation
for bonds:

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

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

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

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

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

    B -- Debt rated B has a greater  vulnerability  to default but currently has
    the capacity to meet  interest  payments and principal  repayments.  Adverse
    business,  financial or economic  conditions  will likely impair capacity or
    willingness to pay interest


4                                                  AMERICAN CENTURY INVESTMENTS


    and  repay  principal.   The  B  rating  category  is  also  used  for  debt
    subordinated  to senior debt that is assigned an actual or implied BB or BB-
    rating.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


     STATEMENT OF ADDITIONAL INFORMATION                                      5


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

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

SHORT SALES

    A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to  acquire  an equal  amount of the  security  being sold
short.

    In a short sale, the seller does not immediately deliver the securities sold
and is said to have a short position in those  securities until delivery occurs.
To make delivery to the purchaser,  the executing  broker borrows the securities
being  sold  short  on  behalf  of the  seller.  While  the  short  position  is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve.  If a fund  engages in a short sale,  the  collateral  account  will be
maintained by the fund's custodian.  While the short sale is open, the fund will
maintain in a segregated  custodial account an amount of securities  convertible
into or exchangeable for such equivalent securities at no additional cost. These
securities would constitute the fund's long position.

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

PORTFOLIO LENDING

    In order  to  realize  additional  income,  a fund  may  lend its  portfolio
securities.  Such loans may not exceed one-third of the fund's net assets valued
at market except (i) through the purchase of debt  securities in accordance with
its  investment  objective,  policies  and  limitations,  or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

PORTFOLIO TURNOVER

    In order to achieve its investment objective,  the manager will purchase and
sell securities without regard to the length of time the security has been held.
Accordingly, a fund's rate of portfolio turnover may be substantial.

    The funds intend to purchase a given security  whenever the manager believes
it will  contribute  to the stated  objective  of a fund.  In order to achieve a
fund's investment  objective,  the manager will sell a given security, no matter
for how long or for how short a period it has been held in the portfolio, and no
matter whether the sale is at a gain or at a loss, if the manager  believes that
it is not fulfilling its purpose, either because, among other things, it did not
live up to the  manager's  expectations,  or  because  it may be  replaced  with
another security holding greater promise,  or because it has reached its optimum
potential,  or because of a change in the circumstances of a particular  company
or industry or in general economic conditions, or because of some combination of
such reasons.

    When a  general  decline  in  security  prices  is  anticipated,  a fund may
decrease  or  eliminate  entirely  its equity  position  and  increase  its cash
position,  and when a rise in price levels is  anticipated,  a fund may increase
its equity  position  and  decrease  its cash  position.  However,  it should be
expected that each fund will,  under most  circumstances,  be essentially  fully
invested in equity securities.

    Since investment decisions are based on the anticipated  contribution of the
security in question to a fund's  objectives,  the rate of portfolio turnover is
irrelevant  when the  manager  believes  a change is in order to  achieve  those
objectives,  and a fund's annual  portfolio  turnover rate cannot be anticipated
and may be


6                                                  AMERICAN CENTURY INVESTMENTS


comparatively high. This disclosure  regarding portfolio turnover is a statement
of fundamental policy and may be changed only by a vote of the shareholders.

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

OFFICERS AND DIRECTORS

   
    The principal officers and directors of the corporation,  their ages (listed
in parentheses),  principal business  experience during the past five years, and
their  affiliations  with  the  funds'  investment  manager,   American  Century
Investment  Management,  Inc., and its transfer agent, American Century Services
Corporation,  are listed  below.  The address at which each director and officer
listed  below may be  contacted  is American  Century  Tower,  4500 Main Street,
Kansas City,  Missouri  64111.  All persons named as officers of the Corporation
serve in  similar  capacities  for other  funds  advised by the  manager.  Those
directors who are "interested  persons" as defined in the Investment Company Act
of 1940 are indicated by an asterisk(*).

    JAMES E. STOWERS, JR. (74)*, Chairman of the Board and Director; Chairman of
the Board,  Director and controlling  shareholder of American Century Companies,
Inc., parent  corporation of American Century  Investment  Management,  Inc. and
American  Century  Services  Corporation;  Chairman of the Board and Director of
American  Century  Investment  Management,  Inc. and American  Century  Services
Corporation; father of James E. Stowers III.

    JAMES E. STOWERS III (39)*, Director;  Chief Executive Officer and Director,
American Century Companies,  Inc., American Century Investment Management,  Inc.
and American Century Services Corporation.
    

    THOMAS A. BROWN  (58),  Director;  Director  of Plains  States  Development,
Applied  Industrial  Technologies,  Inc., a  corporation  engaged in the sale of
bearings and power transmission products.

   
    ROBERT W. DOERING, M.D. (66), Director; retired, formerly general surgeon.
    

    ANDREA C. HALL,  PH.D. (53),  Director;  Senior Vice President and Associate
Director, Midwest Research Institute.

    D. D. (DEL) HOCK (63), Director;  retired, formerly Chairman, Public Service
Company of Colorado; Director,  ServiceTech, Inc., Hathaway Corporation and J.D.
Edwards & Company.

    DONALD H. PRATT (60), Vice Chairman of the Board and Director; President and
Director, Butler Manufacturing Company.

   
    LLOYD T. SILVER JR. (70), Director;  Consultant;  retired, formerly Chairman
of LSC, Inc., manufacturer's representative.
    

    M. JEANNINE STRANDJORD (52), Director;  Senior Vice President and Treasurer,
Sprint Corporation; Director, DST Systems, Inc..

   
    GEORGE A. RIO (43),  President;  Executive Vice President and Client Service
Director of Funds Distributor,  Inc. (FDI). Prior to joining FDI, Mr. Rio served
as Senior Vice President and Senior Key Account  Manager for Putnam Mutual Funds
(June  1995 to March  1998).  Before  that he served  as  Director  of  Business
Development for First Data  Corporation  (May 1994 to June 1995) and Senior Vice
President and Manager of Client  Services and Director of Internal  Audit at The
Boston Company Inc. (September 1983 to May 1994).
    

    MARYANNE  ROEPKE,   CPA  (42),  Vice  President,   Treasurer  and  Principal
Accounting Officer; Vice President, American Century Services Corporation.

    PATRICK A. LOOBY (39), Vice  President;  Vice  President,  American  Century
Services Corporation.

    CHRISTOPHER  J. KELLEY (33),  Vice  President;  Vice President and Associate
General  Counsel of FDI.  Prior to joining FDI, Mr.  Kelley  served as Assistant
Counsel at Forum  Financial Group (from April 1994 to July 1996) and before that
as a compliance officer for Putnam Investments (from 1992 to 1994).

   
    MARY A. NELSON (34), Vice President;  Vice President and Manager of Treasury
Services and  Administration  of FDI. Prior to joining FDI, Ms. Nelson served as
Assistant Vice President and Client Manager for The Boston  Company,  Inc. (from
1989 to 1994).
    

    ROBERT J. LEACH, CPA (31), Controller.

    The  Board of  Directors  has  established  four  standing  committees:  the
Executive Committee, the Audit


STATEMENT OF ADDITIONAL INFORMATION                                           7


Committee, the Compliance Committee and the Nominating Committee.

   
    Messrs.  Stowers  Jr.  (chairman),  Stowers  III and  Pratt  constitute  the
Executive  Committee  of the Board of  Directors.  The  committee  performs  the
functions of the Board of Directors  between  meetings of the Board,  subject to
the limitations on its power set out in the Maryland Corporation Law, and except
for matters required by the Investment  Company Act to be acted upon by the full
Board.

    Ms.  Strandjord  (chairman),  Dr. Doering and Mr. Hock  constitute the Audit
Committee.  The  functions  of the  Audit  Committee  include  recommending  the
engagement of the funds'  independent  auditors,  reviewing the arrangements for
and  scope of the  annual  audit,  reviewing  comments  made by the  independent
auditors with respect to the internal controls and the  considerations  given or
the  corrective  action taken by  management,  and reviewing  nonaudit  services
provided by the independent auditors.
    

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

    The  Nominating  Committee has as its principal role the  consideration  and
recommendation  of  individuals  for  nomination  as  directors.  The  names  of
potential  director  candidates  are drawn from a number of  sources,  including
recommendations  from members of the Board,  management and  shareholders.  This
committee  also reviews and makes  recommendations  to the Board with respect to
the composition of Board committees and other Board-related  matters,  including
its   organization,   size,   composition,   responsibilities,   functions   and
compensation.  The  members  of  the  nominating  committee  are  Messrs.  Pratt
(chairman), Hock and Stowers III.

   
    The  directors of the  corporation  also serve as directors  for other funds
advised by the manager.  Each  director who is not an  "interested  person",  as
defined in the Investment  Company Act,  receives for service as a member of the
Board of all six of such companies an annual  director's fee of $44,000,  and an
additional fee of $1,000 per regular Board meeting attended and $500 per special
Board meeting and committee meeting attended.  In addition,  those directors who
are not  "interested  persons" and serve as chairman of a committee of the Board
of Directors  receive an  additional  $2,000 for such  services.  These fees and
expenses  are  divided  among the six  investment  companies  based  upon  their
relative  net  assets.  Under the  terms of the  management  agreement  with the
manager, the funds are responsible for paying such fees and expenses.

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

                                 Aggregate            Total Compensation from
                             Compensation from         the American Century
Director                     the Corporation(1)         Family of Funds(2)
- ----------------------------------------------------------------------------

Thomas A. Brown                   $2,569                    $60,000
Robert W. Doering, M.D.            2,492                     49,500
Andrea C. Hall(3)                    190                      8,833
D. D. (Del) Hock                   2,491                     49,500
Linsley L. Lundgaard(3)            2,396                     42,333
Donald H. Pratt                    2,569                     60,000
Lloyd T. Silver Jr.                2,465                     49,000
M. Jeannine Strandjord             2,500                     48,833
- ----------------------------------------------------------------------------

(1)  Includes  compensation  paid by the  corporation  for the fiscal year ended
     November 30, 1997.

(2)  Includes  compensation  paid by the 13  investment  company  members of the
     American  Century  family of funds for the calendar year ended December 31,
     1997.

(3)  Andrea Hall replaced Linsley Lundgaard as an independent director effective
     November 1, 1997.

    Those Directors who are  "interested  persons," as defined in the Investment
Company Act,  receive no fee as such for serving as a Director.  The salaries of
such individuals, who are also officers of the funds, are paid by the manager.

MANAGEMENT

    A description  of the  responsibilities  and method of  compensation  of the
funds' manager,  American Century  Investment  Management,  Inc., appears in the
Prospectus under the heading, "Management."


8                                                  AMERICAN CENTURY INVESTMENTS


   
    During the three most recent fiscal years,  the total management fees earned
by the manager, net of fees voluntarily waived, were as follows:
    

                                                                    Years Ended
FUND                                                                November 30,
- ------------------------------------------------------------------------------
                                  1997             1996                1995
- ------------------------------------------------------------------------------
INTERNATIONAL GROWTH
  Management fees        $    22,689,978   $    21,271,619     $    21,967,586
  Average net assets       1,638,863,569     1,289,561,744       1,240,949,990

INTERNATIONAL DISCOVERY
  Management fees              9,602,636         4,421,277           2,260,979
  Average net assets         564,142,831       235,583,979         113,067,308

EMERGING MARKETS
  Management fees                 33,065            -                    -
  Average net assets           9,721,852            -                    -
- ------------------------------------------------------------------------------

    Included in the table above are the following  management fees earned by the
manager on the Advisor and Institutional Class shares:

                                                                    Years Ended
FUND                                                                November 30,
- -----------------------------------------------------------------------------
                                   1997                                 1996
- -----------------------------------------------------------------------------
INTERNATIONAL GROWTH
  Advisor                   $     73,143                             $  6,276
  Institutional                    5,752                                  -
- -----------------------------------------------------------------------------

   
    The management  agreement  shall continue in effect until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (i) the funds'
Board of Directors,  or by the vote of a majority of the  outstanding  votes (as
defined in the  Investment  Company Act),  and (ii) by the vote of a majority of
the  directors of the funds who are not parties to the  agreement or  interested
persons of the  manager,  cast in person at a meeting  called for the purpose of
voting on such approval.
    

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

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

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

    Certain  investments  may be  appropriate  for the  funds and also for other
clients  advised by the manager.  Investment  decisions  for the funds and other
clients are made with a view to achieving their respective investment objectives
after  consideration of such factors as their current holdings,  availability of
cash for investment  and the size of their  investment  generally.  A particular
security  may be bought or sold for only one  client  or fund,  or in  different
amounts  and at  different  times for more than one but less than all clients or
funds. In addition,  purchases or sales of the same security may be made for two
or more clients or funds on the same date. Such  transactions  will be allocated
among  clients or funds in a manner  believed by the manager to be  equitable to
each. In some cases this procedure  could have an adverse effect on the price or
amount of the securities purchased or sold by a fund.

    The  manager  may  aggregate  purchase  and sale  orders of the  funds  with
purchase  and sale orders of its other  clients when the manager  believes  that
such aggregation  provides the best execution for the funds. The funds' Board of
Directors has approved the policy of the manager with respect to the aggregation
of portfolio  transactions.  Where portfolio  transactions have been aggregated,
the funds  participate at the average share price for all  transactions  in that
security on a given day and share  transaction  costs on a pro rata  basis.  The
manager  will not  aggregate  portfolio  transactions  of the  funds  unless  it
believes such  aggregation is consistent with its duty to seek best execution on
behalf  of the  funds and the terms of the  management  agreement.  The  manager
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

   
    In addition to managing the funds,  on June 30, 1998, the manager was acting
as an investment  advisor to six institutional  accounts with an aggregate value
of $202,516,649.  While each of these clients has unique investment restrictions
and guidelines,  some have elected to have their portfolios  managed in a manner
similar to the portfolio of an existing fund. Accordingly,
    


STATEMENT OF ADDITIONAL INFORMATION                                            9


any time a security is being bought or sold for the fund,  it may also be bought
or sold for any institutional  accounts being managed in a similar manner with a
similar investment objective.  The manager anticipates acquiring additional such
accounts in the future.

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

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

CUSTODIANS

    UMB Bank,  N.A., 10th and Grand,  Kansas City,  Missouri 64105, and Commerce
Bank, N.A., 1000 Walnut,  Kansas City,  Missouri 64105, each serves as custodian
of the assets of the  funds.  The  custodians  take no part in  determining  the
investment  policies of the funds or in deciding which  securities are purchased
or sold by the funds. The funds,  however,  may invest in certain obligations of
the  custodians  and may  purchase  or sell  certain  securities  from or to the
custodians.

INDEPENDENT AUDITORS

    Deloitte & Touche LLP, 1010 Grand Avenue,  Kansas City,  Missouri 64106, was
appointed  to  serve  as the  independent  auditors  to  examine  the  financial
statements of the funds commencing with the fiscal year ended November 30, 1997.
As the independent  auditors of the funds,  Deloitte & Touche provides  services
including  (1) audit of the annual  financial  statements,  (2)  assistance  and
consultation in connection with SEC filings and (3) review of the annual federal
income tax return filed for each fund.

CAPITAL STOCK

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

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

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

   
    As of July 31,  1998,  in  excess  of 5% of the  outstanding  shares  of the
following funds were owned of record by:

NAME OF                  SHAREHOLDER
FUND                     AND PERCENTAGE
- ---------------------------------------------------------------------------
International
Growth                   Charles Schwab & Co.
                         San Francisco, California - 9.8%

International
Discovery                Charles Schwab & Co.
                         San Francisco, California - 7.7%

Emerging
Markets                  American Century Companies, Inc.
                         Kansas City, Missouri - 18.7%

                         United Missouri Bank as Trustee for American
                         Century Services Corporation Stock Option
                         Surrender Plan
                         Kansas City, Missouri -- 6.3%
- ---------------------------------------------------------------------------

    As of July 31, 1998, the shares of the corporation owned beneficially and of
record by the officers and directors of the  corporation  in the aggregate  were
less than 1% of the shares offered by any fund. James E. Stowers, Jr., by virtue
of  his  control  of  American  Century  Companies,   Inc.,  may  be  deemed  to
beneficially own fund shares. Mr. Stowers disclaims ownership of such shares.
    


10                                                 AMERICAN CENTURY INVESTMENTS


MULTIPLE CLASS STRUCTURE

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

    The Investor Class is made available to investors  directly without any load
or commission,  for a single unified management fee. The Institutional,  Service
and Advisor Classes are made available to institutional  shareholders or through
financial  intermediaries  that do not require the same level of shareholder and
administrative  services from the manager as Investor Class  shareholders.  As a
result,  the manager is able to charge these classes a lower  management fee. In
addition to the management fee,  however,  Service Class shares are subject to a
Shareholder Services Plan (described on this page), and the Advisor Class shares
are subject to a Master Distribution and Shareholder Services Plan (described on
page 12).  Both plans have been  adopted by the funds'  Board of  Directors  and
initial  shareholder in accordance  with Rule 12b-1 adopted by the SEC under the
Investment Company Act.

RULE 12B-1

    Rule 12b-1 permits an investment company to pay expenses associated with the
distribution  of its shares in accordance  with a plan adopted by the investment
company's Board of Directors and approved by its shareholders.  Pursuant to such
rule,  the Board of Directors  and initial  shareholders  of the funds'  Service
Class and Advisor Class have  approved and entered into a  Shareholder  Services
Plan,  with  respect  to  the  Service  Class,  and a  Master  Distribution  and
Shareholder Services Plan, with respect to the Advisor Class (collectively,  the
"Plans"). Both Plans are described below.

   
    In  adopting  the Plans,  the Board of  Directors  (including  a majority of
directors  who are not  "interested  persons"  of the funds [as  defined  in the
Investment Company Act],  hereafter referred to as the "independent  directors")
determined  that there was a reasonable  likelihood that the Plans would benefit
the funds and the shareholders of the affected classes.  Pursuant to Rule 12b-1,
information  with respect to revenues and expenses  under the Plans is presented
to the Board of Directors quarterly for its consideration in connection with its
deliberations as to the continuance of the Plans.  Continuance of the Plans must
be approved by the Board of Directors  (including a majority of the  independent
directors)  annually.  The  Plans  may be  amended  by a vote  of the  Board  of
Directors (including a majority of the independent  directors),  except that the
Plans may not be  amended  to  materially  increase  the  amount to be spent for
distribution  without  majority  approval of the  shareholders  of the  affected
class.  The Plans terminate  automatically in the event of an assignment and may
be terminated upon a vote of a majority of the independent  directors or by vote
of a majority of the outstanding voting securities of the affected class.
    

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

SHAREHOLDER SERVICES PLAN

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

    The  manager  and the funds'  distributor,  Funds  Distributor,  Inc.,  (the
"Distributor")  enter into contracts with each  financial  intermediary  for the
provision of certain shareholder  services and utilizes the shareholder services
fees received  under the  Shareholder  Services  Plan to pay for such  services.
Payments may be made for a variety of shareholder services,  including,  but are
not limited to, (1) receiv-


STATEMENT OF ADDITIONAL INFORMATION                                           11


ing, aggregating and processing purchase,  exchange and redemption requests from
beneficial owners (including  contract owners of insurance products that utilize
the  funds as  underlying  investment  media) of shares  and  placing  purchase,
exchange and redemption orders with the Distributor;  (2) providing shareholders
with a service that invests the assets of their  accounts in shares  pursuant to
specific or pre-authorized instructions; (3) processing dividend payments from a
fund on behalf of shareholders and assisting  shareholders in changing  dividend
options,  account  designations  and  addresses;  (4) providing and  maintaining
elective services such as wire transfer  services;  (5) acting as shareholder of
record and nominee for beneficial  owners;  (6) maintaining  account records for
shareholders  and/or  other  beneficial  owners;  (7) issuing  confirmations  of
transactions;  (8) providing  subaccounting with respect to shares  beneficially
owned by customers of third  parties or providing the  information  to a fund as
necessary  for such  subaccounting;  (9) preparing  and  forwarding  shareholder
communications from the funds (such as proxies,  shareholder reports, annual and
semiannual financial  statements and dividend,  distribution and tax notices) to
shareholders  and/or other  beneficial  owners;  (10)  providing  other  similar
administrative and sub-transfer agency services;  and (11) paying "service fees"
for the provision of personal, continuing services to investors, as contemplated
by  the  Rules  of  Fair  Practice  of the  NASD  (collectively  referred  to as
"Shareholder  Services").  Shareholder  Services do not include those activities
and expenses  that are  primarily  intended to result in the sale of  additional
shares of the funds.

MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

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

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

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

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


12                                                  AMERICAN CENTURY INVESTMENTS


dividend and other  account  options;  (10) the  providing  of other  reasonable
assistance  in  connection  with  the  distribution  of fund  shares;  (11)  the
organizing  and  conducting  of  sales  seminars  and  payments  in the  form of
transactional  compensation  or  promotional  incentives;  (12)  profit  on  the
foregoing;  (13) the payment of "service  fees" for the  provision  of personal,
continuing services to investors,  as contemplated by the Rules of Fair Practice
of the NASD;  and (14) such other  distribution  and services  activities as the
manager  determines  may be paid for by the funds  pursuant to the terms of this
Agreement and in accordance with Rule 12b-1 of the Investment Company Act.

BROKERAGE

   
    Under the  management  agreement  between  the funds  and the  manager,  the
manager  has the  responsibility  of  selecting  brokers  to  execute  portfolio
transactions.  The  funds'  policy is to secure  the most  favorable  prices and
execution  of orders on its  portfolio  transactions.  So long as that policy is
met, the manager may take into  consideration  the factors  discussed under this
caption when selecting brokers.
    

    The manager receives  statistical and other information and services without
cost from  brokers and  dealers.  The manager  evaluates  such  information  and
services,  together with all other  information that it may have, in supervising
and managing the investments of the funds. Because such information and services
may vary in amount,  quality  and  reliability,  their  influence  in  selecting
brokers varies from none to very  substantial.  The manager proposes to continue
to place some of the funds'  brokerage  business  with one or more  brokers  who
provide information and services.  Such information and services provided to the
manager  will be in  addition  to and not in lieu  of  services  required  to be
performed  for the funds by the manager.  The manager  does not utilize  brokers
that  provide  such  information  and  services  for the purpose of reducing the
expense of providing required services to the funds.

    In the fiscal years ended  November 30, 1997,  1996 and 1995,  the brokerage
commissions for each fund were as follows:

                                        Years Ended November 30,
- -------------------------------------------------------------------------
FUND                            1997            1996             1995
- -------------------------------------------------------------------------
INTERNATIONAL GROWTH       $10,870,947       $9,717,846      $12,351,904
INTERNATIONAL DISCOVERY      5,153,755        2,886,323        1,434,299
EMERGING MARKETS                57,986            -                -
- -------------------------------------------------------------------------

    The brokerage  commissions  paid by the funds may exceed those which another
broker might have charged for  effecting the same  transactions,  because of the
value of the brokerage and research  services  provided by the broker.  Research
services  furnished  by  brokers  through  whom  the  funds  effects  securities
transactions  may be used by the manager in servicing all of its  accounts,  and
not all such  services may be used by the manager in managing the  portfolios of
the funds.

    The  staff of the SEC has  expressed  the  view  that  the  best  price  and
execution  of  over-the-counter  transactions  in  portfolio  securities  may be
secured by dealing directly with principal  market makers,  thereby avoiding the
payment of compensation to another broker. In certain  situations,  the officers
of the funds and the manager believe that the facilities,  expert  personnel and
technological systems of a broker enable the funds to secure as good a net price
by dealing with a broker instead of a principal market maker, even after payment
of  the   compensation   to  the  broker.   The  funds   normally   place  their
over-the-counter transactions with principal market makers, but also may deal on
a brokerage basis when utilizing electronic trading networks or as circumstances
warrant.

PERFORMANCE ADVERTISING

FUND PERFORMANCE

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

    Average  annual total return is calculated by determining  cumulative  total
return for the stated period and then computing the annual  compound return that
would produce the  cumulative  total return if the funds'  performance  had been
constant over that period. Cumulative total return includes all elements


STATEMENT OF ADDITIONAL INFORMATION                                           13

of return,  including reinvestment of dividends and capital gains distributions.
Annualization  of the funds'  return  assumes that the partial year  performance
will be constant throughout the period. Actual returns through the period may be
greater or less than the annualized data.

    The  following  tables set forth the  average  annual  total  return for the
various classes of the funds for the periods indicated.

                                                   From       Inception
FUND                        1 year     5 year    Inception       Date
- --------------------------------------------------------------------------------
INTERNATIONAL GROWTH
Investor Class              18.12%     15.42%     13.75%         5/9/91
Advisor Class               17.97%        -       19.04%        10/2/96
Institutional Class            -          -       (0.43)%      11/20/97

INTERNATIONAL DISCOVERY
Investor Class              17.76%        -       17.46%         4/1/94

EMERGING MARKETS
Investor Class                 -          -      (17.00)%       9/30/97
- --------------------------------------------------------------------------------

   
    The funds also may  advertise  average  annual  total return over periods of
time other than one, five and 10 years and cumulative  total return over various
time periods.
    

    The following table shows the cumulative  total return of the Investor Class
of shares of the funds since their respective dates of inception.

                                                           Cumulative Total
FUND                                                    Return Since Inception
- --------------------------------------------------------------------------------
INTERNATIONAL GROWTH                                              132.66%
INTERNATIONAL DISCOVERY                                            79.98%
EMERGING MARKETS                                                 (17.00)%
- --------------------------------------------------------------------------------

    In  addition  to the  standardized  one-,  five-,  and  10-year  (inception)
periods, the funds may also advertise performance  information for other periods
(such as quarterly or  three-year).  The funds will use the same  methodology in
calculating  performance  information  for  such  other  periods  as it  uses in
computing  performance  information for the  standardized  periods.  Performance
information  for  Advisor  Class  shares  will  be  calculated  using  the  same
methodology   described   under  the   heading   "Multiple   Class   Performance
Advertising," this page.

ADDITIONAL PERFORMANCE COMPARISONS

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

PERMISSIBLE ADVERTISING INFORMATION

    From time to time,  the funds  may,  in  addition  to any other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost  averaging);  (2)  discussions  of general  economic
trends;  (3)  presentations of statistical data to supplement such  discussions;
(4)  descriptions of past or anticipated  portfolio  holdings for one or more of
the funds;  (5)  descriptions  of investment  strategies  for one or more of the
funds;  (6)  descriptions  or  comparisons  of various  savings  and  investment
products  (including,  but  not  limited  to,  qualified  retirement  plans  and
individual  stocks and  bonds),  which may or may not  include  the  funds;  (7)
comparisons of investment products (including the funds) with relevant market or
industry  indices  or other  appropriate  benchmarks;  (8)  discussions  of fund
rankings or ratings by recognized  rating  organizations;  and (9)  testimonials
describing  the  experience  of persons who have  invested in one or more of the
funds. The funds also may include calculations, such as


14                                                  AMERICAN CENTURY INVESTMENTS


hypothetical   compounding  examples,  which  describe  hypothetical  investment
results in such  communications.  Such performance  examples will be based on an
express set of assumptions  and are not indicative of the  performance of any of
the funds.

MULTIPLE CLASS PERFORMANCE ADVERTISING

    Pursuant to the Multiple Class Plan, the funds may issue additional  classes
of existing  funds or introduce  new funds with multiple  classes  available for
purchase.  To the extent a new class is added to an existing  fund,  the manager
may, in compliance with SEC and NASD rules,  regulations and guidelines,  market
the new class of shares  using the  historical  performance  information  of the
original class of shares. When quoting performance information for the new class
of shares for  periods  prior to the first full  quarter  after  inception,  the
original class'  performance will be restated to reflect the expenses of the new
class and for  periods  after the first full  quarter  after  inception,  actual
performance of the new class will be used.

REDEMPTIONS IN KIND

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

   
    The  corporation  has  elected  to be  governed  by  Rule  18f-1  under  the
Investment  Company  Act,  pursuant to which the funds are  obligated  to redeem
shares  solely in cash up to the lesser of $250,000 or 1% of the net asset value
of a fund during any 90-day period for any one shareholder.  Should  redemptions
by any  shareholder  exceed such  limitation,  the funds will have the option of
redeeming  the excess in cash or in kind.  If shares are  redeemed in kind,  the
redeeming  shareholder  might incur  brokerage costs in converting the assets to
cash.  The securities  delivered will be selected at the sole  discretion of the
manager.  Such securities will not necessarily be  representative  of the entire
portfolio and may be securities that the manager regards as least desirable. The
method of valuing portfolio  securities used to make redemptions in kind will be
the  same  as the  method  of  valuing  portfolio  securities  described  in the
prospectus under the heading "How Share Price Is Determined," and such valuation
will be made as of the same time the redemption price is determined.
    

HOLIDAYS

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

FINANCIAL STATEMENTS

   
    The financial  statements of the funds,  including the  Statements of Assets
and  Liabilities  and the  Statements  of  Operations  for the fiscal year ended
November 30, 1997,  and the  Statements  of Changes in Net Assets for the fiscal
years ended  November 30, 1997,  and 1996,  are included in the Annual Report to
shareholders dated  November 30, 1997.  The  financial  statements of the funds,
including  the  Statements  of Assets  and  Liabilities  and the  Statements  of
Operations  for the six months ended May 31, 1998, and the Statements of Changes
in Net Assets for the six months ended May 31, 1998,  and the fiscal years ended
November  30,  1997,  and  1996,  are  included  in  the  Semiannual  Report  to
shareholders  dated May 31,  1998.  The  independent  auditors'  reports  on the
financial  highlights for the fiscal years 1991, 1992, 1993, 1994, 1995 and 1996
are  included in the Annual  Report to  shareholders  for the fiscal years ended
November 30, 1996 and November 30, 1995. Each such report is incorporated herein
by reference. You may receive copies of such reports without charge upon request
to American  Century at the address and phone  number shown on the first page of
this Statement of Additional Information.

    While  the  financial  statements  included  in  the  Semiannual  Report  to
shareholders  are  unaudited,  in the  opinion of  management,  all  adjustments
necessary  for a fair  presentation  of the  financial  position  and results of
operations at May 31, 1998, and for the period December 1, 1997 to May 31, 1998,
have been made and all such  adjustments are of a normal recurring  nature.  The
results of operations for the period indicated are not necessarily indicative of
the results for an entire year.
    


     STATEMENT OF ADDITIONAL INFORMATION                                     15


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(reg.tm)]
                                    American
                                    Century

   
9810           [recycled logo]
SH-BKT-13714      Recycled
<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).

               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 on Form  N-1A of  American
                    Century Capital Portfolios, Inc., 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.   Management  Agreement  between American Century World Mutual
                    Funds, Inc. and American Century Investment Management, Inc.
                    dated August 1, 1997 (filed  electronically as an Exhibit to
                    Post-Effective Amendment No. 9 to the Registration Statement
                    on March 30, 1998, File No. 33-39242).

               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 on Form  N-1A of  American
                    Century Target Maturities Trust, 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 on Form
                    N-1A of American Century Capital Portfolios,  Inc., File No.
                    33-64872).

               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).

               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   herewith  as
                    EX-99.B10).

               11.  (a)  Consent of  Deloitte & Touche  LLP (filed  herewith  as
                    EX-99.B11a).

                    (b)  Consent  of  Ernst  &  Young  LLP  (filed  herewith  as
                    EX-99.B11b).

               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) 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 herewith as EX-99.B17).

               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).

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

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 July 31, 1998
                                            Investor    Institutional    Advisor
            Title of Series                  Class          Class         Class
            ---------------                 ------------------------------------

     American Century - Twentieth Century 
     International Growth Fund              104,862          1             24

     American Century - Twentieth Century 
     International Discovery Fund            22,692          8              1

     American Century - Twentieth Century 
     Emerging Markets Fund                      911          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.                       
          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)  The  Registrant   hereby  undertakes  to  file  a  Post-Effective
               Amendment  to  this  Registration  Statement,   using  reasonably
               current financial statements which need not be certified,  within
               four to six months from the  effective  date of the  Registrant's
               1933 Act Registration Statement.

          (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 has duly caused this Post-Effective Amendment No.
10 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
18th day of August, 1998.

                                       American Century World Mutual Funds, Inc.
                                       (Registrant)

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

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 10 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     August 18, 1998
George A. Rio               and Principal Financial Officer

*Maryanne Roepke            Vice President, Treasurer and      August 18, 1998
Maryanne Roepke             Principal Accounting Officer

*James E. Stowers, Jr.      Director                           August 18, 1998
James E. Stowers, Jr.

*James E. Stowers III       Director                           August 18, 1998
James E. Stowers III

*Thomas A. Brown            Director                           August 18, 1998
Thomas A. Brown

*Robert W. Doering, M.D.    Director                           August 18, 1998
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D.      Director                           August 18, 1998
Andrea C. Hall, Ph.D.

*Donald H. Pratt            Director                           August 18, 1998
Donald H. Pratt

*Lloyd T. Silver, Jr.       Director                           August 18, 1998
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord     Director                           August 18, 1998
M. Jeannine Strandjord

*D. D. (Del) Hock           Director                           August 18, 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.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.B5       Management Agreement between American Century World Mutual Funds,
               Inc. and  American  Century  Investment  Management,  Inc.  dated
               August 1, 1997 (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.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.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.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.

EX-99.B11a     Consent of Deloitte & Touche LLP.

EX-99.B11b     Consent of Ernst & Young LLP.

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     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.

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

                              DAVID H. REINMILLER
                                ATTORNEY AT LAW

                       4500 MAIN STREET * P.O. BOX 418210
                        KANSAS CITY, MISSOURI 64141-9210

                            TELEPHONE (816)340-4046
                            TELECOPIER (816)340-4964

August 18, 1998

American Century World Mutual Funds, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

    As counsel to American Century World Mutual Funds, Inc. (the "Corporation"),
I am generally familiar with its affairs. Based upon this familiarity,  and upon
the  examination of such documents as I deemed  relevant,  it is my opinion that
the shares of the Corporation  described in  Post-Effective  Amendment No. 10 to
its  Registration  Statement on Form N-1A, to be filed with the  Securities  and
Exchange  Commission on August 18, 1998,  will, when issued,  be validly issued,
fully paid and nonassessable.

    For the record,  it should be stated that I am an officer of the Corporation
and  an  officer  of  American  Century  Services  Corporation,   an  affiliated
corporation  of American  Century  Investment  Management,  Inc., the investment
adviser of the Corporation.

    I hereby consent to the use of this opinion as an exhibit to  Post-Effective
Amendment No. 10.

                                 Very truly yours,

                                 /s/David H. Reinmiller
                                 David H. Reinmiller

INDEPENDENT AUDITORS' CONSENT

American Century World Mutual Funds, Inc.:

We  consent  to the  use in  Post-Effective  Amendment  No.  10 to  Registration
Statement  No.  33-39242 of our report dated  January 13, 1998,  included in the
Annual  Report  to  Shareholders  for the year  ended  November  30,  1997,  and
incorporated by reference in the Statement of Additional Information, which is a
part of such  Registration  Statement,  and to the  references  to us under  the
captions "Financial Highlights" appearing in the Prospectuses,  which also are a
part of such Registration Statement.

                                                        /s/Deloitte & Touche LLP
                                                        Deloitte & Touche LLP
Kansas City, Missouri
August 14, 1998

                                ERNST & YOUNG LLP
                          Certified Public Accountants
                       One Kansas City Place * Suite 2000
                                1200 Main Street
                          Kansas City, Missouri 64105

                            Telephone (816) 474-5200
                               Fax (816) 480-5555


                        CONSENT OF INDEPENDENT AUDITORS

American Century World Mutual Funds, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri 64111


We  consent  to  the  references  to  our  firm  under  the  caption  "Financial
Highlights" and to the incorporation by reference of our report dated January 3,
1997 on the Statement of Changes in Net Assets and Financial  Highlights for the
year ended  November 30, 1996, of American  Century World Mutual Funds,  Inc. in
the  Post-Effective  Amendment No. 10 to the Registration  Statement (Form N-1A)
and related  Prospectus filed with the Securities and Exchange  Commission under
the Securities Act of 1933 (Registration No. 33-39242).

                                                  /s/Ernst & Young LLP
                                                  ERNST & YOUNG LLP

Kansas City, Missouri
August 18, 1998

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  American Century
World Mutual Funds,  Inc.,  hereinafter  called the  "Corporation",  and certain
directors  and officers of the  Corporation,  do hereby  constitute  and appoint
George A. Rio, Patrick A. Looby,  Charles A.  Etherington,  David H. Reinmiller,
and Charles  C.S.  Park,  and each of them  individually,  their true and lawful
attorneys  and  agents  to take  any  and all  action  and  execute  any and all
instruments  which said  attorneys and agents may deem necessary or advisable to
enable the  Corporation  to comply  with the  Securities  Act of 1933 and/or the
Investment Company Act of 1940, as amended, and any rules, regulations,  orders,
or other  requirements of the United States  Securities and Exchange  Commission
thereunder, in connection with the registration under the Securities Act of 1933
and/or the Investment Company Act of 1940, as amended,  including  specifically,
but without limitation of the foregoing, power and authority to sign the name of
the  Corporation in its behalf and to affix its corporate  seal, and to sign the
names of each of such  directors and officers in their  capacities as indicated,
to any  amendment or  supplement to the  Registration  Statement  filed with the
Securities and Exchange  Commission  under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended,  and to any instruments or documents
filed  or to be  filed  as a part of or in  connection  with  such  Registration
Statement;  and each of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Power to be
executed by its duly authorized officers on this the 25th day of July, 1998.

                                       AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


                                       By:/s/ George A. Rio
                                          George A. Rio, President


                               SIGNATURE AND TITLE


/s/ George A. Rio                                    /s/ Robert W. Doering, M.D.
George A. Rio                                        Robert W. Doering, M.D.
President, Principal Executive                       Director
and Principal Financial Officer


/s/ Maryanne Roepke                                  /s/ Andrea C. Hall
Maryanne Roepke                                      Andrea C. Hall, Ph.D.
Vice President and Treasurer                         Director


/s/ James E. Stowers                                 /s/ Donald H. Pratt
James E. Stowers, Jr.                                Donald H. Pratt
Director                                             Director


/s/ James E. Stowers III                             /s/ Lloyd T. Silver
James E. Stowers III                                 Lloyd T. Silver
Director                                             Director


/s/ Thomas A. Brown                                  /s/ M. Jeannine Strandjord
Thomas A. Brown                                      M. Jeannine Strandjord
Director                                             Director


Attest:                                              /s/ D. D. Hock
                                                     D.D. ("Del") Hock
By:/s/ Patrick A. Looby                              Director
       Patrick A. Looby, Secretary

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  CAPITAL  PORTFOLIOS,  INC.  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> GLOBAL GROWTH FUND
       
<S>                         <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                            NOV-30-1997
<PERIOD-END>                                 NOV-30-1997
<INVESTMENTS-AT-COST>                                  0
<INVESTMENTS-AT-VALUE>                                 0
<RECEIVABLES>                                          0
<ASSETS-OTHER>                                         0
<OTHER-ITEMS-ASSETS>                                   0
<TOTAL-ASSETS>                                         0
<PAYABLE-FOR-SECURITIES>                               0
<SENIOR-LONG-TERM-DEBT>                                0
<OTHER-ITEMS-LIABILITIES>                              0
<TOTAL-LIABILITIES>                                    0
<SENIOR-EQUITY>                                        0
<PAID-IN-CAPITAL-COMMON>                               0
<SHARES-COMMON-STOCK>                                  0
<SHARES-COMMON-PRIOR>                                  0
<ACCUMULATED-NII-CURRENT>                              0
<OVERDISTRIBUTION-NII>                                 0
<ACCUMULATED-NET-GAINS>                                0
<OVERDISTRIBUTION-GAINS>                               0
<ACCUM-APPREC-OR-DEPREC>                               0
<NET-ASSETS>                                           0
<DIVIDEND-INCOME>                                      0
<INTEREST-INCOME>                                      0
<OTHER-INCOME>                                         0
<EXPENSES-NET>                                         0
<NET-INVESTMENT-INCOME>                                0
<REALIZED-GAINS-CURRENT>                               0
<APPREC-INCREASE-CURRENT>                              0
<NET-CHANGE-FROM-OPS>                                  0
<EQUALIZATION>                                         0
<DISTRIBUTIONS-OF-INCOME>                              0
<DISTRIBUTIONS-OF-GAINS>                               0
<DISTRIBUTIONS-OTHER>                                  0
<NUMBER-OF-SHARES-SOLD>                                0
<NUMBER-OF-SHARES-REDEEMED>                            0
<SHARES-REINVESTED>                                    0
<NET-CHANGE-IN-ASSETS>                                 0
<ACCUMULATED-NII-PRIOR>                                0
<ACCUMULATED-GAINS-PRIOR>                              0
<OVERDISTRIB-NII-PRIOR>                                0
<OVERDIST-NET-GAINS-PRIOR>                             0
<GROSS-ADVISORY-FEES>                                  0
<INTEREST-EXPENSE>                                     0
<GROSS-EXPENSE>                                        0
<AVERAGE-NET-ASSETS>                                   0
<PER-SHARE-NAV-BEGIN>                               0.00
<PER-SHARE-NII>                                        0
<PER-SHARE-GAIN-APPREC>                             0.00
<PER-SHARE-DIVIDEND>                                0.00
<PER-SHARE-DISTRIBUTIONS>                           0.00
<RETURNS-OF-CAPITAL>                                0.00
<PER-SHARE-NAV-END>                                    0
<EXPENSE-RATIO>                                     0.00
<AVG-DEBT-OUTSTANDING>                                 0
<AVG-DEBT-PER-SHARE>                                   0
        

</TABLE>


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