AMERICAN CENTURY WORLD MUTUAL FUNDS INC
485APOS, 1999-01-11
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    As filed with the Securities and Exchange Commission on January 11, 1999

             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._13_                            _X__

                                     and/or

REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940                                       _X__
                                                                     
         Amendment No._13_

                        (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: March 12, 1999


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
__X__  60 days after filing pursuant to paragraph (a) of Rule 485
_____  on [date] pursuant to paragraph (a)(1) of Rule 485
_____  75 days afer filing pursuant to paragraph (a)(2) of Rule 485
_____  on [date] pursuant to paragraph (a)(2) of Rule 485

- --------------------------------------------------------------------------------
<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus

March 12, 1999
- --------------------------------------------------------------------------------

American Century Global Growth Fund
American Century International Growth Fund
American Century International Discovery Fund
American Century Emerging Markets Fund

Investor Class

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined if this Prospectus is accurate or complete.  Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.








Dear Investor,

Reading a prospectus doesn't have to be a chore. We've done the hard work so you
can focus on what's  important--learning about the funds. Take a look inside and
you'll see this  prospectus  is  different  from  others.  It takes a  clear-cut
approach to fund information.

Here's what you'll find:

o The funds' primary investments and risks
o A description of who may or may not want to invest in the funds
o Fund performance, including returns for each year, best and worst quarters
  and average annual returns compared to the funds' benchmarks
o An overview of ways to best manage your accounts
o Helpful tips and definitions of key investment terms

Whether  you're a current  investor or  investing  in mutual funds for the first
time, this prospectus will give you a clear  understanding  of the funds. If you
have questions,  our Investor Services Representatives are available weekdays, 7
a.m. to 7 p.m.,  Central time. Our toll-free number is  1-800-345-2021.  We look
forward to helping you achieve your financial goals.

                                      Sincerely,


                                      Mark Killen
                                      Senior Vice President
                                      American Century Investment Services, Inc.











Table of Contents

An Overview of the Funds...........................................2

Fees and Expenses..................................................3

Information about the Funds........................................4

         Global Growth Fund
         International Growth Fund
         International Discovery Fund
         Emerging Markets Fund

Management.........................................................7

Investing with American Century...................................XX

Share Price and Distributions.....................................XX

Taxes.............................................................XX

Multiple Class Information........................................XX

Financial Highlights..............................................XX

At Your Service...................................................XX


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Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in green italics,  look for its definition
in the left margin.

*........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS








An Overview of the Funds

What are the funds' investment goals?

These funds seek capital growth.

What are the funds' primary investment strategies and principal risks?

The funds look for stocks of growing  companies.  The basis of the strategy used
by these funds is that,  over the long term,  stocks of companies  with earnings
and revenue  growth have a greater than average chance to increase in value over
time. A more detailed  description of American Century's growth investment style
and the  funds'  investment  strategies  and risks  begins on page xx. The chart
below shows the primary differences between the funds.

<TABLE>
Fund                        Primary Investments                            Primary Risks
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
<S>                       <C>                                             <C>
Global Growth               U.S. and foreign equity securities of          Significant portion of its
                            issuers in developed countries                 assets invested in foreign
                                                                           securities
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
International Growth        Equity securities in developed foreign         Invests primarily in foreign
                            countries                                      securities
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
International Discovery     Equity securities of smaller foreign           Invests primarily in smaller
                            companies                                      foreign issuers
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
Emerging Markets            Equity securities of emerging                  Invests primarily in emerging
                            market companies                               markets
</TABLE>


Who may want to invest in the funds?

The funds may be a good investment if you are

0    seeking long-term capital growth from your investment

0    seeking  diversification of your investment portfolio through investment in
     foreign securities

0    comfortable  with the risks  associated  with investing in U.S. and foreign
     growth securities

0    comfortable with the funds' short-term price volatility

0    investing through an IRA or other tax-advantaged retirement plan

Who may not want to invest in the funds?

The funds may not be a good investment if you are

0    seeking current income from your investment

0    investing for a short period of time

0    uncomfortable with the risks associated with foreign investing

0    uncomfortable with short-term volatility in the value of your investment

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*    An  investment  in the funds is not a bank  deposit  and is not  insured or
     guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
     government agency.

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Fees and Expenses

There are no sales loads or fees or other charges

0 to buy fund shares directly from American Century

0 to reinvest dividends in additional shares

O to exchange into the Investor Class shares of other American Century funds

International  Discovery  charges a  redemption  fee of 2.0% of the value of the
shares sold within 180 days of their  purchase.  This redemption fee is retained
by the fund. It is intended to discourage  short-term  investment in the fund as
well as to decrease the negative  impact that  short-term  investors have on the
shareholders  remaining in the fund. Otherwise,  there are no fees or charges to
exchange fund shares into the Investor  Class shares of other  American  Century
funds or to redeem your shares.

The following tables describe the fees and expenses that you will pay if you buy
and hold shares of the funds.


Shareholder Fees (fees paid directly from your investment)
- ------------------------------------------- -----------------------------------
International Discovery                     Redemption Fee (as a percentage
                                            of amount redeemed)
Shares held less than 180 days              2.0%
Shares held 180 days or more                None
- ------------------------------------------- -----------------------------------


Annual Operating Expenses (expenses that are deducted from fund assets)
<TABLE>
                             Management Fee1  Distribution and         Other          Total Annual Fund
                                              Service (12b-1) Fees     Expenses2      Operating Expenses
<S>                          <C>              <C>                      <C>            <C>  
Global Growth                1.30             None                     0.00%          1.30%
International Growth         1.33             None                     0.00%          1.33%
International Discovery      1.64             None                     0.00%          1.64%
Emerging Markets             2.00             None                     0.00%          2.00%

 1   Based on fund assets as of November  30,  1998.  The funds have stepped fee
     schedules.  As a result,  the funds' management fees generally  decrease as
     fund  assets   increase.   Please   consult  the  Statement  of  Additional
     Information for more details about the funds' management fees. A portion of
     the management fee may be paid by the funds' advisor to unaffiliated  third
     parties who provide  recordkeeping and  administrative  services that would
     otherwise be performed by an affiliate of the advisor.

2    Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
     independent  directors,  their legal  counsel,  interest and  extraordinary
     expenses, were less than 0.005% for the most recent fiscal year
</TABLE>

Example

The  examples in the table  below are  intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds.  Assuming
you ...

o invest $10,000 in the fund

o redeem all of your shares at the end of the periods shown below

o earn a 5% return each year and

o incur the same operating expenses shown above

your cost of investing in the fund would be:
<TABLE>
                              1 year             3 years             5 years             10 years
<S>                           <C>                <C>                 <C>                 <C>   
Global Growth                 $132               $410
International Growth          $139               $432                $  746              $1,636
International Discovery       $170               $526                $  907              $1,971
Emerging Markets              $202               $623                $1,069              $2,306
</TABLE>

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*    Use this  example to compare  the costs of  investing  in other  funds.  Of
     course, your actual costs may be higher or lower.

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Information about the Funds

Global Growth
International Growth
International Discovery
Emerging Markets

What are the funds' investment objectives?

These funds seek capital growth.

How do the funds pursue their investment objectives?

The fund managers  look for stocks of companies  that they believe will increase
in value over time,  using a growth  investment  strategy  developed by American
Century.  This strategy  looks for companies  with earnings and revenue  growth.
Ideally,  the fund managers look for companies  whose  earnings and revenues are
not only growing, but growing at a successively  faster, or accelerating,  pace.
This  strategy is based on the premise that,  over the long term,  the stocks of
companies  with  accelerating  earnings and revenues have a greater than average
chance to increase in value.

The  managers  use a bottom-up  approach to select  stocks to buy for the funds.
That means they first look for strong,  growing  companies to invest in,  rather
than allocating investments by country or region or simply buying any company in
a growing industry or sector. The fund managers track financial  information for
thousands  of  companies  to  identify  trends in the  companies'  earnings  and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
their growth, and to sell stocks of companies whose growth begins to slow down.

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*    Accelerating  growth is shown,  for example,  by growth that is faster this
     quarter than last or faster this year than the year before.

**********END LEFT MARGIN CALLOUT

In addition to locating strong companies with earnings growth, the fund managers
believe  that  the  diversification  of the  funds'  holdings  across  different
countries and geographical regions is important in trying to manage the risks of
an international portfolio. For this reason, the fund managers also consider the
prospects for relative economic growth among countries or regions,  economic and
political conditions,  expected inflation rates, currency exchange fluctuations,
and tax considerations when making investments.

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the funds  essentially  fully invested in stocks regardless of the movement
of stock prices  generally.  When the managers  believe that it is prudent,  the
funds may invest a portion of their assets in convertible securities, short-term
instruments,  non-leveraged  stock index  futures  contracts  and other  similar
securities.  Stock index futures contracts,  a type of derivative security,  can
help the funds' cash assets remain liquid while performing more like stocks. The
funds  have a policy  governing  stock  index  futures  and  similar  derivative
securities to help manage the risk of these types of  investments.  For example,
the  managers  cannot  leverage  the funds'  assets by investing in a derivative
security.  A more complete  description of the derivatives policy is included in
the Statement of Additional Information.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.


What kinds of securities do the funds buy?

The funds will generally purchase equity securities of foreign companies (except
Global Growth which will generally  purchase equity  securities of both U.S. and
foreign issuers). The funds can purchase other types of securities as well, such
as  domestic  and  foreign  preferred  stocks,  convertible  securities,  equity
equivalent securities,  notes, bonds and other debt securities of companies, and
obligations of domestic or foreign governments and their agencies.

In the event of exceptional market or economic  conditions,  the funds may, as a
temporary defensive measure, invest all or a substantial portion of their assets
in cash or high quality short term debt securities. To the extent a fund assumes
a defensive position, it will not be pursuing its objective of capital growth.

What is the difference between the funds?

0    Global  Growth  invests in both U.S. and foreign  companies.  The fund will
     have at least 65% of its assets invested at all times in equity  securities
     of issuers in developed countries (including the U.S.).

0    International Growth invests primarily in foreign companies.  The fund will
     have at least 65% of its assets invested at all times in equity  securities
     of issuers in developed countries.

0    International Discovery invests primarily in smaller foreign companies. The
     fund will have at least 65% of its assets  invested  at all times in equity
     securities of smaller foreign companies.

0    Emerging Markets invests  primarily in equity securities of emerging market
     companies.  The fund considers  emerging  market  companies to be companies
     located  in  emerging   market   countries  and  companies  that  derive  a
     significant portion of their business from emerging market countries.

The funds consider foreign  companies to include companies (i) domiciled outside
the United  States,  (ii)  deriving at least half of their revenue from sales or
production  outside the United States,  or (iii) the principal trading market of
their securities is outside the United States.  The fund considers the developed
countries to include Australia,  Austria,  Belgium,  Canada,  Denmark,  Finland,
France, Germany,  Ireland, Italy, Japan, the Netherlands,  New Zealand,  Norway,
Spain, Sweden,  Switzerland,  the United Kingdom and the United States. Emerging
market  countries are  considered to be those  countries not listed as developed
countries above.

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     Market  capitalization  means  the value of a  company,  as  determined  by
multiplying the number of shares of its stock  outstanding by its current market
price per share.

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What are the primary risks of investing in the funds?

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down  depending on the  performance  of the  companies  that issued them,
general market and economic conditions, and investor confidence.

As with all funds, at any given time, the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price you paid, you will lose money.

The value of the foreign and U.S.  (for Global  Growth)  securities in which the
funds invest are  affected by many  factors  including  the  performance  of the
companies that issued them, general market and economic conditions, and investor
confidence.

Investing in foreign  securities has certain unique risks that make it generally
riskier than investing in U.S. stocks. These risks include exposure to political
and  economic   events  in  world  markets,   limited   availability  of  public
information,  less  developed  trading  markets,  and lack of uniform  financial
reporting and  regulatory  practices  similar to those that apply in the U.S. In
addition,  foreign  securities are subject to currency risk,  meaning that since
the funds'  investments  are generally  held in foreign  currency,  a fund could
experience  a gain or loss  based  solely  upon a change  in the  exchange  rate
between the foreign currency and the U.S. dollar.

International   Discovery  invests  primarily  in  smaller  foreign   companies.
Investing in smaller foreign companies  presents unique risks in addition to the
risks of investing in foreign securities  generally.  Smaller companies may have
limited  resources,  trade less  frequently,  and have less  publicly  available
information. They also may be more sensitive to changing economic conditions and
experience more price volatility.

Emerging Markets invests  primarily in emerging market  companies.  Investing in
emerging  market  companies  is riskier  than  investing  in foreign  securities
generally.  Emerging  market  countries  may have  unstable  governments  and/or
economies that are subject to sudden  change.  These changes may be magnified by
the countries'  financial  markets  resulting in  significant  volatility to the
fund's  investments.  These  countries  may also lack the legal,  business,  and
social framework to support securities markets.

In summary,  investing in these funds is intended for investors who find foreign
securities an appropriate investment and who are willing to accept the increased
risk associated with a fund's investment strategy. An investment in the funds is
not appropriate  for investors who are unable to tolerate rapid  fluctuations in
the value of their investment.







Fund Performance History

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The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.

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Annual Total Returns

The  following  bar chart shows the  performance  of the funds'  Investor  Class
shares for each full  calendar  year in the life of the fund.  It indicates  the
volatility of the funds' historical  returns from year to year. Global Growth is
not included because it does not yet have a full calendar year of performance.

[GRAPH  DEPICTING  10  YEAR  ANNUAL  TOTAL  RETURNS  FOR  INTERNATIONAL  GROWTH,
INTERNATIONAL DISCOVERY AND EMERGING MARKETS; UPDATED FIGURES NOT AVAILABLE]

Highest and Lowest Quarterly Returns

The  highest  and  lowest  returns  of the funds'  Investor  Class  shares for a
calendar  quarter  during the period  reflected by the  preceding  bar chart are
provided in the  following  chart to indicate the funds'  historical  short-term
volatility. Shareholders should be aware, however, that these funds are intended
for  investors  with a  long-term  investment  horizon  and are not  managed for
short-term results.

[GRAPH  DEPICTING   HIGHEST  AND  LOWEST  RETURNS  FOR   INTERNATIONAL   GROWTH,
INTERNATIONAL DISCOVERY AND EMERGING MARKETS; UPDATED FIGURES NOT AVAILABLE]

Average Annual Returns

The  following  table shows the average  annual  returns of the funds'  Investor
Class  shares  for the  periods  indicated  during  the  life of the  fund.  The
benchmarks are unmanaged  indices that have no operating  costs and are included
in the table for performance comparisons.  Global Growth is not included because
it does not yet have a full calendar year of performance.

<TABLE>
For the calendar year ended December 31, 1998            1 year          5 years          Life of Fund*
- ------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>             <C>
International Growth                                     XXX%            XXX%             XXX%
MSCI EAFE Index                                          XXX%            XXX%             XXX%
- ------------------------------------------------------------------------------------------------------------
International Discovery                                  XXX%            XXX%             XXX%
MSCI EAFE Index                                          XXX%            XXX%             XXX%
- ------------------------------------------------------------------------------------------------------------
Emerging Markets                                         XXX%            XXX%             XXX%
MSCI Emerging Markets Free Index                         XXX%            XXX%             XXX%
</TABLE>

*     The inception date for International Growth is May 9, 1991,  International
      Discovery is April 1, 1994 and Emerging Markets is September 30, 1997.

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*    For current  performance  information,  please call us at 1-800-345-2021 or
     visit American Century's Web site at www.americancentury.com.

**********END LEFT MARGIN CALLOUTS






Management

Who manages the funds?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

The Board of Directors

The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than half of the Directors are independent of the funds' advisor,  that
is, they are not employed by and have no financial interest in the advisor.

The Investment Advisor

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

For the services it provided to the funds during their most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Investor  Class of shares of each fund.  The amount of
the  management  fee is  calculated  on a  class-by-class  basis  daily and paid
monthly.  Out of that  fee,  the  advisor  paid all  expenses  of  managing  and
operating the fund except brokerage expenses, taxes, interest, fees and expenses
of the independent  directors  (including legal counsel fees) and  extraordinary
expenses.


Management  Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended November 30, 1998

- --------------------------------------------------------------------------------
Global Growth                                                       XXX%
- ---------------------------------------------------------------- ---------------
International Growth                                                X.XX%
- ---------------------------------------------------------------- ---------------
International Discovery                                             X.XX%
- ---------------------------------------------------------------- ---------------
Emerging Markets                                                    X.XX%






The Fund Management Teams

The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and to discuss purchase and sale activity.  Team members buy and sell securities
for a fund as they  see fit,  guided  by the  fund's  investment  objective  and
strategy.

The portfolio managers on the investment teams are identified below:

Henrik Strabo
Mr. Strabo,  Senior Vice President and Portfolio  Manager,  has been a member of
the team that manages Global Growth since the fund's inception in December 1998.
He also has been a member  of the team that  manages  International  Growth  and
International  Discovery since April 1994. He joined American Century in 1993 as
an  Investment  Analyst and was promoted to Portfolio  Manager in April 1994. He
has a bachelor's degree in business from the University of Washington.

Mark S. Kopinski
Mr.  Kopinski , Vice President and Portfolio  Manager,  has been a member of the
team  that  manages  International  Growth  and  International  Discovery  since
rejoining  American Century in April 1997. He also has been a member of the team
that manages  Emerging  Markets  since its inception in September  1997.  Before
rejoining American Century, he served as Vice President and Portfolio Manager at
Federated Investors,  Inc. from June 1995 to March 1997. From to 1990, he served
as Vice President and Portfolio Manager of American Century. He has a bachelor's
degree in business administration from the University of Illinois.

Michael J. Donnelly
Mr.  Donnelly,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Emerging Markets since the fund's inception in September 1997.
He joined American  Century in August 1997. From 1993 to 1997, he served as Vice
President and Portfolio Manager for Federated Investors,  Inc. He has a bachelor
of arts from Yale  University and an MBA in management,  international  business
and   international   finance  from  Kellogg   Graduate  School  of  Management,
Northwestern University. He is a Chartered Financial Analyst.

Bradley Amoils
Mr. Amoils, Portfolio Manager, has been a member of the team that manages Global
Growth since the fund's inception. He joined American Century in July 1997 as an
Investment Analyst and was promoted to Portfolio Manager in November 1998. Prior
to joining American Century,  he served as a Securities  Analyst for Oppenheimer
Funds  from  January  1996 to June  1997 and an  Analyst  at Clay  Finlay  Asset
Management  from March 1995 to December  1995.  He has a bachelor of science and
doctorate of medicine from the University of Witwatersrand,  Johannesburg, South
Africa and an MBA from Columbia University Graduate School of Business.

Brian Brady
Mr.  Brady,  Portfolio  Manager,  has been a member  of the  team  that  manages
International  Discovery since November 1998. He joined American Century in June
1994 as an Investment  Analyst and was promoted to Portfolio Manager in November
1998. Prior to joining American  Century,  he served as a Financial  Analyst for
Chase  Manhattan  Bank.  He has a bachelor's  degree in finance from  Georgetown
University and an MBA from Columbia University Graduate School of Business.

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*    Code of Ethics
     American Century has a Code of Ethics designed to ensure that the interests
     of fund shareholders come before the interests of the people who manage the
     funds.  Among  other  provisions,  the Code of Ethics  prohibits  portfolio
     managers  and other  investment  personnel  from  buying  securities  in an
     initial public offering or from profiting from the purchase and sale of the
     same  security  within 60 calendar  days.  In addition,  the Code of Ethics
     requires  portfolio managers and other employees with access to information
     about the purchase or sale of  securities  by the funds to obtain  approval
     before executing permitted personal trades.

**********END LEFT MARGIN CALLOUTS






Fundamental Investment Policies

Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.

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 the provision of 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 advisor 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 fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.






Investing With American Century

Services Automatically Available to You

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

Conducting Business in Writing

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                               <C>                                            <C>
By telephone                       Open an account                                Make additional investments
Investor Services                  If you are a current investor, you             Call us or use our Automated Information Line
1-800-345-2021                     can open an account by exchanging              if you have authorized us to invest from your
                                   shares from another American Century           bank account.
Corporate; Not-For-Profit;         account. (This service is not
Foundations; Endowments            available if you have chosen to do             Sell shares
1-800-345-3533                     business in writing only.)                     Call an Investor Services Representative.

Automated Information Line         Exchange shares
1-800-345-8765                     Call us or use our Automated
                                   Information Line if you have authorized us to
                                   accept telephone instructions.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax                     Open an account                                Make additional investments 
PO Box 419200                      Send a signed and completed                    Send us your check or money order for at 
Kansas City, MO 64141-6200         application and check or money order           least $50 with an investment slip or $250
                                   payable to American Century                    without an investment slip. If you don't have
Fax 816-340-7962                   Investments.                                   an investment slip, include your name,
                                                                                  address and account number on your check or
                                   Exchange shares                                money order.
                                   Send us written instructions to
                                   exchange your shares from one                  Sell shares
                                   American Century account to another.           Send us written instructions to sell shares
                                                                                  or send us a redemption form. Call an
                                                                                  Investor Services Representative to request a
                                                                                  form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
Online                             Open an account                                Make additional investments
www.americancentury.com            If you are a current investor, you             Make an additional investment into an
                                   can open an account by exchanging established
                                   American  Century  account if you shares from
                                   another  American  Century have authorized us
                                   to  invest  from your  bank  account  online.
                                   (This service is not account.
                                   available if you have chosen to do
                                   business in writing only.)                     Sell shares
                                                                                  Not available.
                                   Exchange shares
                                   Exchange shares from another American Century
                                   account.






A Note About Mailings to Shareholders

To reduce  expenses and show respect for our  environment,  we will deliver most
financial reports, prospectuses and account statements to households in a single
envelope,  even if the accounts are registered  under  different  names.  If you
would like additional  copies of financial  reports and prospectuses or separate
mailing of account statements, please call us.

Your Guide to Services and Policies

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the fund and the transfer agent.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
By wire                          Open an account                                  Make additional investments
                                 Call us to set up your account or mail           Follow the wire instructions provided in the
                                 a completed application to the address           "Open an account" section
                                 provided in the "By mail" section and
                                 give your bank the following                     Sell shares
                                 information:                                     You can receive redemption proceeds by
*    Please remember that        o Our bank information:                          wire  or electronic transfer.  (This
     if you request                0 Commerce Bank N.A.                           service is not available if you have
     redemptions by wire, $10      0 Routing No. 101000019                        chosen to do business in writing only.)
     will be deducted from the     0 Account No. 2804918
     amount redeemed. Your       o The fund name
     bank also may charge a      o Your American Century account* number
     fee.                        o Your name
                                 o The contribution year (for IRAs only)
                                                                                  Exchange shares
                                                                                  Not available.
                                 *     For additional investments only

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically                    Open an account                                  Make additional investments
                                 Not available.                                   Select "Establish Automatic Investments" on
                                                                                  your application to make automatic purchases
                                 Exchange shares                                  of shares on a regular basis. You must invest
                                 Send us written instructions to set up           at least $600 per year per account.
                                 an automatic exchange of your shares
                                 from one American Century account to             Sell shares
                                 another.                                         If you have at least $10,000 in your account,
                                                                                  sell shares automatically by establishing
                                                                                  Check-A-Month or Automatic Redemption.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
In person                        If you prefer to handle your transactions in person, visit one of the
                                 Investor Centers listed below. A representative can help you open an account, 
                                 make additional investments and sell or exchange shares.

                                 4500 Main Street                        4917 Town Center Dr.
                                 Kansas City, Missouri                   Leawood, Kansas
                                 8 a.m. to 5 p.m.                        8 a.m. to 6 p.m., Monday - Friday
                                                                         8 a.m. to noon, Saturday

                                 1665 Charleston Road                    9445 East County Line Road
                                 Mountain View, California               Suite A
                                 8:30 a.m. to 5 p.m.                     Englewood, Colorado
                                                                         8 a.m. to 6 p.m., Monday - Friday
                                                                         8 a.m. to noon - Saturday
- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
</TABLE>





Minimum Initial Investment Amounts

To open an account the minimum investments are as follows for:
- --------------------------------------------------------------------------------
                                Global Growth*         International Discovery
                            International Growth*         Emerging Markets

Individual or Joint               $2,500                      $10,000
Traditional IRA                   $1,000                      $10,000
Roth IRA                          $1,000                      $10,000
Education IRA                       $500                          N/A
UGMA/UTMA                         $1,000                      $10,000
403(b)                          No minimum                    $10,000

* If you establish an automatic  investment plan of at least $50 per month,  the
minimum may be waived.

Redemption of shares in low-balance accounts

If  redemption  activity  causes your account  balance to fall below the minimum
initial  investment  amount, we will notify you and give you 90 days to meet the
minimum  or, for  Global  Growth  and  International  Growth,  to  establish  an
automatic  monthly  investment of at least $50. If you do not meet the deadline,
American  Century will redeem the shares in the account and send the proceeds to
your address of record.

Special requirements for large redemptions

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

If we make payment in securities, we will value the securities,  selected by the
fund,  in the same manner as we do in computing  the fund's net asset value.  We
will provide these  securities to the redeeming  plan  participant  or financial
intermediary  in lieu of cash 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.

While  each  fund   reserves   the  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.

Investing Through Financial Intermediaries

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

o minimum investment requirements
o exchange policies
o fund choices
o cut-off time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on each fund's behalf up to the time at
which the net asset value is  determined.  Such orders will be priced at the net
asset value next  determined  after your  request is received in good order on a
fund's behalf.

**********LEFT MARGIN CALLOUTS

* Financial  intermediaries include banks,  broker-dealers,  insurance companies
and investment advisors.

**********END LEFT MARGIN CALLOUTS






Share Price and Distributions

Share Price

American Century  determines the net asset value of the funds as of the close of
regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern time) on
each day the Exchange is open.  On days when the Exchange is not open, we do not
calculate  the net  asset  value.  The net  asset  value of a fund  share is the
current value of its investments,  minus any liabilities,  divided by the number
of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities  in foreign  markets may not take place on every day the  Exchange is
open.  Also,  trading in some  foreign  markets  may take place on  weekends  or
holidays  when a fund's net asset  value is not  calculated.  So, the value of a
fund's  portfolio  may be  affected  on days when you can't  purchase  or redeem
shares of the fund.

We will price your purchase,  exchange or redemption at the net asset value next
determined after we receive your transaction request in good order.

Distributions

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as capital gains realized on
the sale of investment  securities.  Each fund generally pays  distributions  of
capital  gains,  if any, once a year in December.  A fund may make more frequent
distributions if necessary to comply with Internal Revenue Code provisions.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
our Investor Services Guide for further information regarding  distributions and
your distribution options.

**********LEFT MARGIN CALLOUTS

The net asset value of a fund is the price of the fund's shares.

Capital gains are increases in the value of capital assets,  such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

**********END LEFT MARGIN CALLOUTS







Taxes

The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from  distributions  by the funds of dividend and interest  income it has
received and capital gains it has generated  through its investment  activities,
and by sales of fund shares by investors after the net asset value has increased
or decreased.

Tax-Deferred Accounts

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an employer  sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

If you invest through a taxable account,  you may be able to claim a foreign tax
credit for any foreign  income taxes paid by the funds.  In order to qualify for
this tax credit,  certain  requirements  must be satisfied.  Please  consult the
Statement of Additional  Information  for a more complete  discussion of the tax
consequences of owning shares of the funds.

Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments.  Distributions of income are taxed as ordinary income. Distribution
of capital gains are classified  either as short term or long term and are taxed
as follows:

<TABLE>
Type of Distribution                              Tax rate for 15% Bracket             Tax rate for 28% Bracket or above
- ------------------------------------------ ---------------------------------------- -----------------------------------------
<S>                                                          <C>                                      <C>
Short-term capital gains                            Ordinary income rate                      Ordinary income rate
Long-term capital gains                                      10%                                      20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them as income.  American Century will detail the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital  gains are gains on fund  shares  held for 12 months or less.  Long-term
capital  gains are gains on fund  shares  held for more than 12 months.  If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.

**********LEFT MARGIN CALLOUTS

*    Buying a Dividend
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes  known as "buying a dividend." In taxable  accounts,  you must
     pay income taxes on the distribution  whether you reinvest the distribution
     or take it in  cash.  In  addition,  you  will  have  to pay  taxes  on the
     distribution whether the value of your investment  decreased,  increased or
     remained the same after you bought the fund shares.

     The risk in  buying a  dividend  is that a fund's  portfolio  may  build up
     taxable  gains  throughout  the  period  covered  by  a  distribution,   as
     securities  are sold at a profit.  We distribute  those gains to you, after
     subtracting  any losses,  even if you did not own the shares when the gains
     occurred.  If you buy a dividend,  you incur the full tax  liability of the
     distribution  period,  but you may not enjoy the full  benefit of the gains
     realized in the fund's portfolio.

**********END LEFT MARGIN CALLOUTS

Multiple Class Information

American   Century   offers  three  classes  of  the  funds:   Investor   Class,
Institutional Class and Advisor Class. The shares offered by this Prospectus are
Investor Class shares and have no up-front or deferred charges,  commissions, or
12b-1 fees.

American  Century offers the other classes of shares  primarily to institutional
investors,    through    institutional    distribution    channels,    such   as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance  companies.  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  advisor  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.






Financial Highlights

Understanding the Financial Highlights

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in  comparison  to changes over the last five fiscal years (or less,
if the share class is not five years old).

On a per-share basis, each table includes:

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

Each table also includes some key statistics for the period:

o Total  Return--the  overall  percentage  of return of the fund,  assuming  the
  reinvestment  of all  distributions  
o Expense Ratio--operating expenses as a percentage of average net assets
o Net Income Ratio--net investment income as a percentage of average net assets
o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial  Highlights  for the fiscal years ended November 30, 1997 and 1998
have been audited by Deloitte & Touche LLP, independent  auditors.  Their report
is included in the funds' annual report, which is incorporated by reference into
the Statement of Additional  Information,  and is available upon request.  Prior
years' information was audited by other independent auditors,  whose report also
is incorporated by reference into the Statement of Additional Information.






<TABLE>
<CAPTION>
International Growth

For a Share Outstanding Throughout the Years Ended November 30

<S>                                                        <C>           <C>            <C>           <C>           <C> 
                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets.....................................
Ratio of Net Investment Income to Average Net 
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






International Discovery

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net 
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






Emerging Markets

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
   In Excess of Net Realized Gains.........
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
   Total Distributions.....................
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets.....................................
Ratio of Net Investment Income to Average Net 
Assets.....................................
Portfolio Turnover Rate....................
Net Assets, End of Year (in thousands).....

(1)  Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>








At Your Service

Make transactions online anytime

The next time you're  surfing the Net,  stop by American  Century's  Web site at
www.americancentury.com.   Current   shareholders   can  open  new  accounts  by
exchanging  shares  (provided  the account  registration  does not  change).  In
addition,  you can view transactions and check your account  balances.  You also
can sign up to receive annual updates to your prospectuses and financial reports
via the Net instead of through the mail.

Expand your investment options with American Century Brokerage

If  you're  looking  for a wide  range  of  investment  options  - from  trading
individual  securities  to  purchasing  mutual  funds  offered  by  hundreds  of
companies  - look to  American  Century  Brokerage.  With  this  new  investment
service, you can take advantage of 24-hour trading on our Web site or TeleSelect
automated telephone service.
Or, if you prefer, you can do business directly with a Brokerage Associate.

With service features including a Gold MasterCard(R)  ATM/Debit Card,  unlimited
CheckWriting  and cost basis reporting (all available with the American  Century
Brokerage Access  AccountSM),  our brokerage  service can simplify your life now
while you  prepare  financially  for the years to come.  For  information  about
opening a brokerage account, please call an American Century Brokerage Associate
at 1-888-345-2071.

Send your distributions straight to the bank

It will save you time and a trip to the bank.  If you opt to have your  dividend
and capital gain  distributions paid to you in cash rather than reinvesting them
into your account, consider an electronic transfer to your bank account. Call an
Investor Services Representative for more information.

Check out our library

Are you looking for additional information on bond basics? Or, are you trying to
decide if municipal bonds have a place in your portfolio? Perhaps you would like
to test your knowledge of bonds and how they work. These are subjects covered in
our Financial FYI library that are  available to you.  Financial  FYI, a growing
library of one-page  resources,  clearly and quickly explains various  financial
subjects to help you make informed decisions.
To request one of these articles, call an Investor Services Representative.


Fund Reference
                                    Fund Code     Ticker      Newspaper Listing
- -------------------------------------------------------------------------------
Global Growth Fund                  102           TWGGX       Gl Grwth
International Growth Fund           041           TWIEX       Intl Gr
International Discovery Fund        042           TWEGX       IntDisc
Emerging Markets Fund               043           TWMIX       EmgMkl







More information about the funds is contained in these documents:

Annual and Semiannual  Reports These reports contain more information  about the
funds'  investments  and the market  conditions and investment  strategies  that
significantly  affected  the funds'  performance  during the most recent  fiscal
period.

Statement of  Additional  Information  (SAI) The SAI  contains a more  detailed,
legal description of the funds' operations,  investment  restrictions,  policies
and practices.  The SAI is incorporated by reference into this Prospectus.  This
means that it is legally part of this  Prospectus,  even if you don't  request a
copy.

You also can get  information  about  the  funds  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

o        In person.        SEC Public Reference Rm.
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.

o        On the Internet   www.sec.gov

o        By mail           SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying the 
                            documents.)


American Century Investments
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

www.americancentury.com

Fax
816-340-7962

Telecommunications Device for the Deaf
1-800-634-4113 or 816-444-3485

Corporate; Not-for-Profit; Foundations; Endowments; Keogh;
SEP-, SARSEP- and SIMPLE-IRA; and 403(b) Services
1-800-345-3533

Investment Company Act File No. 811-6247
<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus

March 12, 1999
- --------------------------------------------------------------------------------

American Century Global Growth Fund
American Century International Growth Fund
American Century International Discovery Fund
American Century Emerging Markets Fund

Advisor Class

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined if this Prospectus is accurate or complete.  Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.








Dear Investor,

Reading a prospectus doesn't have to be a chore. We've done the hard work so you
can focus on what's  important--learning about the funds. Take a look inside and
you'll see this  prospectus  is  different  from  others.  It takes a  clear-cut
approach to fund information.

Here's what you'll find:

o The funds' primary investments and risks
o A description of who may or may not want to invest in the funds
o Fund performance, including returns for each year, best and worst quarters
  and average annual returns compared to the funds' benchmarks
o An overview of ways to best manage your accounts
o Helpful tips and definitions of key investment terms

Whether  you're a current  investor or  investing  in mutual funds for the first
time, this prospectus will give you a clear  understanding  of the funds. If you
have  questions,   our  Institutional  Service   Representatives  are  available
weekdays,   8  a.m.  to  5:30  p.m.,  Central  time.  Our  toll-free  number  is
1-800-345-3533. We look forward to helping you achieve your financial goals.

                                      Sincerely,


                                      Mark Killen
                                      Senior Vice President
                                      American Century Investment Services, Inc.











Table of Contents

An Overview of the Funds...........................................2

Fees and Expenses..................................................3

Information about the Funds........................................4

         Global Growth Fund
         International Growth Fund
         International Discovery Fund
         Emerging Markets Fund

Management.........................................................7

Investing with American Century...................................XX

Share Price and Distributions.....................................XX

Taxes.............................................................XX

Multiple Class Information........................................XX

Financial Highlights..............................................XX

Performance Information of Other Class............................XX

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Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in green italics,  look for its definition
in the left margin.

*........This symbol highlights special information and helpful tips.

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An Overview of the Funds

What are the funds' investment goals?

These funds seek capital growth.

What are the funds' primary investment strategies and principal risks?

The funds look for stocks of growing  companies.  The basis of the strategy used
by these funds is that,  over the long term,  stocks of companies  with earnings
and revenue  growth have a greater than average chance to increase in value over
time. A more detailed  description of American Century's growth investment style
and the  funds'  investment  strategies  and risks  begins on page xx. The chart
below shows the primary differences between the funds.

<TABLE>
Fund                        Primary Investments                            Primary Risks
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
<S>                        <C>                                            <C>
Global Growth               U.S. and foreign equity securities of          Significant portion of its
                            issuers in developed countries                 assets invested in foreign
                                                                           securities
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
International Growth        Equity securities in developed foreign         Invests primarily in foreign
                            countries                                      securities
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
International Discovery     Equity securities of smaller foreign           Invests primarily in smaller
                            companies                                      foreign issuers
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
Emerging Markets            Equity securities of emerging                  Invests primarily in emerging
                            market companies                               markets
</TABLE>


Who may want to invest in the funds?

The funds may be a good investment if you are

0    seeking long-term capital growth from your investment

0    seeking  diversification of your investment portfolio through investment in
     foreign securities

0    comfortable  with the risks  associated  with investing in U.S. and foreign
     growth securities

0    comfortable with the funds' short-term price volatility

0    investing through an IRA or other tax-advantaged retirement plan

Who may not want to invest in the funds?

The funds may not be a good investment if you are

0    seeking current income from your investment

0    investing for a short period of time

0    uncomfortable with the risks associated with foreign investing

0    uncomfortable with short-term volatility in the value of your investment

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*    An investment in the funds is not a bank deposit,  and it is not insured or
     guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
     government agency.

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Fees and Expenses

There are no sales loads or fees or other charges

0 to buy fund shares directly from American Century

0 to reinvest dividends in additional shares

O to exchange into the Advisor Class shares of other American Century funds

International  Discovery  charges a  redemption  fee of 2.0% of the value of the
shares sold within 180 days of their  purchase.  This redemption fee is retained
by the fund. It is intended to discourage  short-term  investment in the fund as
well as to decrease the negative  impact that  short-term  investors have on the
shareholders  remaining in the fund. Otherwise,  there are no fees or charges to
exchange  fund shares into the Advisor  Class shares of other  American  Century
funds or to redeem your shares.

The following tables describe the fees and expenses that you will pay if you buy
and hold shares of the funds.


Shareholder Fees (fees paid directly from your investment)
- ------------------------------------------- -----------------------------------
International Discovery                     Redemption Fee (as a percentage
                                            of amount redeemed
Shares held less than 180 days              2.0%
Shares held 180 days or more                None
- ------------------------------------------- -----------------------------------


Annual Operating Expenses (expenses that are deducted from fund assets)
<TABLE>
                                 Management Fee   Distribution and         Other          Total Annual Fund
                                                  Service (12b-1) Fees1    Expenses2      Operating Expenses
<S>                              <C>              <C>                      <C>            <C>  
Global Growth                    1.05%            0.50%                    0.00%          1.55%
International Growth             1.12%            0.50%                    0.00%          1.62%
International Discovery          1.43%            0.50%                    0.00%          1.93%
Emerging Markets                 1.75%            0.50%                    0.00%          2.25%

1    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  advisor,  and a portion is used to
     compensate  them for  distribution  and  other  shareholder  services.  See
     "Service and Distribution Fees," page xx.

2    Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
     independent  directors,  their legal  counsel,  interest and  extraordinary
     expenses, were less than 0.005% for the most recent fiscal year
</TABLE>

Example

The  examples in the table  below are  intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds.  Assuming
you ...

o invest $10,000 in the fund

o redeem all of your shares at the end of the periods shown below

o earn a 5% return each year and

o incur the same operating expenses shown above

your cost of investing in the fund would be:
<TABLE>
                               1 year             3 years             5 years             10 years
<S>                          <C>                <C>                  <C>                 <C>
Global Growth                  $XXX               $XXX                $XXX                $XXXX
International Growth           $XXX               $XXX                $XXX                $XXXX
International Discovery        $XXX               $XXX                $XXX                $XXXX
Emerging Markets               $XXX               $XXX                $XXX                $XXXX
</TABLE>


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*    Use this  example to compare  the costs of  investing  in other  funds.  Of
     course, your actual costs may be higher or lower.

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Information about the Funds

Global Growth
International Growth
International Discovery
Emerging Markets

What are the funds' investment objectives?

These funds seek capital growth.

How do the funds pursue their investment objectives?

The fund managers  look for stocks of companies  that they believe will increase
in value over time,  using a growth  investment  strategy  developed by American
Century.  This strategy  looks for companies  with earnings and revenue  growth.
Ideally,  the fund managers look for companies  whose  earnings and revenues are
not only growing, but growing at a successively  faster, or accelerating,  pace.
This  strategy is based on the premise that,  over the long term,  the stocks of
companies  with  accelerating  earnings and revenues have a greater than average
chance to increase in value.

The  managers  use a bottom-up  approach to select  stocks to buy for the funds.
That means they first look for strong,  growing  companies to invest in,  rather
than allocating investments by country or region or simply buying any company in
a growing industry or sector. The fund managers track financial  information for
thousands  of  companies  to  identify  trends in the  companies'  earnings  and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
their growth, and to sell stocks of companies whose growth begins to slow down.

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*    Accelerating  growth is shown,  for example,  by growth that is faster this
     quarter than last or faster this year than the year before.

**********END LEFT MARGIN CALLOUT

In addition to locating strong companies with earnings growth, the fund managers
believe  that  the  diversification  of the  funds'  holdings  across  different
countries and geographical regions is important in trying to manage the risks of
an international portfolio. For this reason, the fund managers also consider the
prospects for relative economic growth among countries or regions,  economic and
political conditions,  expected inflation rates, currency exchange fluctuations,
and tax considerations when making investments.

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the funds  essentially  fully invested in stocks regardless of the movement
of stock prices  generally.  When the managers  believe that it is prudent,  the
funds may invest a portion of their assets in convertible securities, short-term
instruments,  non-leveraged  stock index  futures  contracts  and other  similar
securities.  Stock index futures contracts,  a type of derivative security,  can
help the funds' cash assets remain liquid while performing more like stocks. The
funds  have a policy  governing  stock  index  futures  and  similar  derivative
securities to help manage the risk of these types of  investments.  For example,
the  managers  cannot  leverage  the funds'  assets by investing in a derivative
security.  A more complete  description of the derivatives policy is included in
the Statement of Additional Information.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.


What kinds of securities do the funds buy?

The funds will generally purchase equity securities of foreign companies (except
Global Growth which will generally  purchase equity  securities of both U.S. and
foreign issuers). The funds can purchase other types of securities as well, such
as  domestic  and  foreign  preferred  stocks,  convertible  securities,  equity
equivalent securities, notes, bonds and other debt securities.

In the event of exceptional market or economic  conditions,  the funds may, as a
temporary defensive measure, invest all or a substantial portion of their assets
in cash or high quality short term debt securities. To the extent a fund assumes
a defensive position, it will not be pursuing its objective of capital growth.

What is the difference between the funds?

0    Global  Growth  invests in both U.S. and foreign  companies.  The fund will
     have at least 65% of its assets invested at all times in equity  securities
     of issuers in developed countries (including the U.S.).

0    International Growth invests primarily in foreign companies.  The fund will
     have at least 65% of its assets invested at all times in equity  securities
     of issuers in developed countries.

0    International Discovery invests primarily in smaller foreign companies. The
     fund will have at least 65% of its assets  invested  at all times in equity
     securities of smaller foreign companies. Companies considered to be smaller
     generally  have at the time of investment a market  capitalization  of less
     than $1.5  billion or will have less than $500  million in freely  tradable
     securities.

0    Emerging Markets invests  primarily in equity securities of emerging market
     companies.  The fund considers  emerging  market  companies to be companies
     located  in  emerging   market   countries  and  companies  that  derive  a
     significant portion of their business from emerging market countries.

The funds consider foreign  companies to include companies (i) domiciled outside
the United  States,  (ii)  deriving at least half of their revenue from sales or
production  outside the United States,  or (iii) the principal trading market of
their securities is outside the United States.  The fund considers the developed
countries to include Australia,  Austria,  Belgium,  Canada,  Denmark,  Finland,
France, Germany,  Ireland, Italy, Japan, the Netherlands,  New Zealand,  Norway,
Spain, Sweden,  Switzerland,  the United Kingdom and the United States. Emerging
market  countries are  considered to be those  countries not listed as developed
countries above.

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     Market  capitalization  means  the value of a  company,  as  determined  by
multiplying the number of shares of its stock  outstanding by its current market
price per share.

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What are the primary risks of investing in the funds?

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down  depending on the  performance  of the  companies  that issued them,
general market and economic conditions, and investor confidence.

As with all funds, at any given time, the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price you paid, you will lose money.

The value of the foreign and U.S.  (for Global  Growth)  securities in which the
funds invest are  affected by many  factors  including  the  performance  of the
companies that issued them, general market and economic conditions, and investor
confidence.

Investing in foreign  securities has certain unique risks that make it generally
riskier than investing in U.S. stocks. These risks include exposure to political
and  economic   events  in  world  markets,   limited   availability  of  public
information,  less  developed  trading  markets,  and lack of uniform  financial
reporting and  regulatory  practices  similar to those that apply in the U.S. In
addition,  foreign  securities are subject to currency risk,  meaning that since
the funds'  investments  are generally  held in foreign  currency,  a fund could
experience  a gain or loss  based  solely  upon a change  in the  exchange  rate
between the foreign currency and the U.S. dollar.

International   Discovery  invests  primarily  in  smaller  foreign   companies.
Investing in smaller foreign companies  presents unique risks in addition to the
risks of investing in foreign securities  generally.  Smaller companies may have
limited  resources,  trade less  frequently,  and have less  publicly  available
information. They also may be more sensitive to changing economic conditions and
experience more price volatility.

Emerging Markets invests  primarily in emerging market  companies.  Investing in
emerging  market  companies  is riskier  than  investing  in foreign  securities
generally.  Emerging  market  countries  may have  unstable  governments  and/or
economies that are subject to sudden  change.  These changes may be magnified by
the countries'  financial  markets  resulting in  significant  volatility to the
fund's  investments.  These  countries  may also lack the legal,  business,  and
social framework to support securities markets.

In summary,  investing in these funds is intended for investors who find foreign
securities an appropriate investment and who are willing to accept the increased
risk associated with a fund's investment strategy. An investment in the funds is
not appropriate  for investors who are unable to tolerate rapid  fluctuations in
the value of their investment.







Fund Performance History

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The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.

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Annual Total Returns

The following bar chart shows the performance of International  Growth's Advisor
Class shares for each full calendar year in the life of the class.  It indicates
the volatility of the fund's historical returns from year to year. International
Discovery,  Emerging  Markets and Global Growth are not included because they do
not yet have a full calendar year of performance.

[GRAPH DEPICTING 10 YEAR ANNUAL TOTAL RETURNS FOR INTERNATIONAL GROWTH;  UPDATED
FIGURES NOT AVAILABLE]

Highest and Lowest Quarterly Returns

The highest and lowest returns of International  Growth's  Investor Class shares
for a calendar  quarter  during the period  reflected by the preceding bar chart
are provided in the following chart to indicate the funds' historical short-term
volatility. Shareholders should be aware, however, that these funds are intended
for  investors  with a  long-term  investment  horizon  and are not  managed for
short-term results.

[GRAPH DEPICTING  HIGHEST AND LOWEST RETURNS FOR INTERNATIONAL  GROWTH;  UPDATED
FIGURES NOT AVAILABLE]

Average Annual Returns

The following table shows the average annual returns of  International  Growth's
Advisor Class shares for the periods indicated during the life of the class. The
benchmarks are unmanaged  indices that have no operating  costs and are included
in the table for  performance  comparisons.  International  Discovery,  Emerging
Markets and Global  Growth are not included  because they do not yet have a full
calendar year of performance.

<TABLE>
For the calendar year ended December 31, 1998            1 year          5 years          Life of Fund*
- ------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>               <C> 
International Growth                                     XXX%            XXX%             XXX%
MSCI EAFE Index                                          XXX%            XXX%             XXX%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
*    The inception date for the Advisor Class of International Growth is October
     2, 1996.

Performance Information of Other Class
The original class of shares of the funds was the Investor Class of shares.  For
information  about the  historical  performance of the original class of shares,
see page xx.


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*    For current  performance  information,  please call us at 1-800-345-2021 or
     visit American Century's Web site at www.americancentury.com.

**********END LEFT MARGIN CALLOUTS






Management

Who manages the funds?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

The Board of Directors

The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than half of the directors are independent of the funds' advisor,  that
is, they are not employed by and have no financial interest in the advisor.

The Investment Advisor

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

For the services it provided to the funds during their most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average  net assets of the Advisor  Class of shares of each fund.  The amount of
the  management  fee is  calculated  on a  class-by-class  basis  daily and paid
monthly.  Out of that  fee,  the  advisor  paid all  expenses  of  managing  and
operating the fund except brokerage expenses, taxes, interest, fees and expenses
of the independent  directors  (including legal counsel fees) and  extraordinary
expenses.


Management  Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended November 30, 1998

- --------------------------------------------------------------------------------
Global Growth                                                       XXX%
- ---------------------------------------------------------------- ---------------
International Growth                                                X.XX%
- ---------------------------------------------------------------- ---------------
International Discovery                                             X.XX%
- ---------------------------------------------------------------- ---------------
Emerging Markets                                                    X.XX%






The Fund Management Teams

The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and to discuss purchase and sale activity.  Team members buy and sell securities
for a fund as they  see fit,  guided  by the  fund's  investment  objective  and
strategy.

The portfolio managers on the investment teams are identified below:

Henrik Strabo
Mr. Strabo,  Senior Vice President and Portfolio  Manager,  has been a member of
the team that manages Global Growth since the fund's inception in December 1998.
He also has been a member  of the team that  manages  International  Growth  and
International  Discovery since April 1994. He joined American Century in 1993 as
an  Investment  Analyst and was promoted to Portfolio  Manager in April 1994. He
has a bachelor's degree in business from the University of Washington.

Mark S. Kopinski
Mr.  Kopinski , Vice President and Portfolio  Manager,  has been a member of the
team  that  manages  International  Growth  and  International  Discovery  since
rejoining  American Century in April 1997. He also has been a member of the team
that manages  Emerging  Markets  since its inception in September  1997.  Before
rejoining American Century, he served as Vice President and Portfolio Manager at
Federated Investors,  Inc. from June 1995 to March 1997. From to 1990, he served
as Vice President and Portfolio Manager of American Century. He has a bachelor's
degree in business administration from the University of Illinois.

Michael J. Donnelly
Mr.  Donnelly,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Emerging Markets since the fund's inception in September 1997.
He joined American  Century in August 1997. From 1993 to 1997, he served as Vice
President and Portfolio Manager for Federated Investors,  Inc. He has a bachelor
of arts from Yale  University and an MBA in management,  international  business
and   international   finance  from  Kellogg   Graduate  School  of  Management,
Northwestern University. He is a Chartered Financial Analyst.

Bradley Amoils
Mr. Amoils, Portfolio Manager, has been a member of the team that manages Global
Growth since the fund's inception. He joined American Century in July 1997 as an
Investment Analyst and was promoted to Portfolio Manager in November 1998. Prior
to joining American Century,  he served as a Securities  Analyst for Oppenheimer
Funds  from  January  1996 to June  1997 and an  Analyst  at Clay  Finlay  Asset
Management  from March 1995 to December  1995.  He has a bachelor of science and
doctorate of medicine from the University of Witwatersrand,  Johannesburg, South
Africa and an MBA from Columbia University Graduate School of Business.

Brian Brady
Mr.  Brady,  Portfolio  Manager,  has been a member  of the  team  that  manages
International  Discovery since November 1998. He joined American Century in June
1994 as an Investment  Analyst and was promoted to Portfolio Manager in November
1998. Prior to joining American  Century,  he served as a Financial  Analyst for
Chase  Manhattan  Bank.  He has a bachelor's  degree in finance from  Georgetown
University and an MBA from Columbia University Graduate School of Business.

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*    Code of Ethics
     American Century has a Code of Ethics designed to ensure that the interests
     of fund shareholders come before the interests of the people who manage the
     funds.  Among  other  provisions,  the Code of Ethics  prohibits  portfolio
     managers  and other  investment  personnel  from  buying  securities  in an
     initial public offering or from profiting from the purchase and sale of the
     same  security  within 60 calendar  days.  In addition,  the Code of Ethics
     requires  portfolio managers and other employees with access to information
     about the purchase or sale of  securities  by the funds to obtain  approval
     before executing permitted personal trades.

**********END LEFT MARGIN CALLOUTS






Fundamental Investment Policies

Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.

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 the provision of 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 advisor 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 fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.






Investing With American Century

Eligibility for Advisor Class Shares

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.

Investing Through Financial Intermediaries

If you do business  with us through a  financial  intermediary  or a  retirement
plan,  your ability to purchase,  exchange and redeem  shares will depend on the
policies of that entity. Some policy differences may include

o minimum investment requirements
o exchange policies
o fund choices
o cut-off time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on each fund's behalf up to the time at
which the net asset value is  determined.  Such orders will be priced at the net
asset value next  determined  after your  request is received in good order on a
fund's behalf.

Special requirements for large redemptions

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

If we make payment in securities, we will value the securities,  selected by the
fund,  in the same manner as we do in computing  the fund's net asset value.  We
will provide these  securities to the redeeming  plan  participant  or financial
intermediary  in lieu of cash 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.

While  each  fund   reserves   the  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.


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* Financial  intermediaries include banks,  broker-dealers,  insurance companies
and investment advisors.

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Share Price and Distributions

Share Price

American Century  determines the net asset value of the funds as of the close of
regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern time) on
each day the Exchange is open.  On days when the Exchange is not open, we do not
calculate  the net  asset  value.  The net  asset  value of a fund  share is the
current value of its investments,  minus any liabilities,  divided by the number
of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities  in foreign  markets may not take place on every day the  Exchange is
open.  Also,  trading in some  foreign  markets  may take place on  weekends  or
holidays  when a fund's net asset  value is not  calculated.  So, the value of a
fund's  portfolio  may be  affected  on days when you can't  purchase  or redeem
shares of the fund.

We will price your purchase,  exchange or redemption at the net asset value next
determined after we receive your transaction request in good order.

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.

Distributions

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as capital gains realized on
the sale of investment  securities.  Each fund generally pays  distributions  of
capital  gains,  if any, once a year in December.  A fund may make more frequent
distributions if necessary to comply with Internal Revenue Code provisions.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
our Investor Services Guide for further information regarding  distributions and
your distribution options.

**********LEFT MARGIN CALLOUTS

The net asset value of a fund is the price of the fund's shares.

Capital gains are increases in the value of capital assets,  such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

**********END LEFT MARGIN CALLOUTS







Taxes

The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from  distributions  by the funds of dividend and interest  income it has
received and capital gains it has generated  through its investment  activities,
and by sales of fund shares by investors after the net asset value has increased
or decreased.

Tax-Deferred Accounts

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an employer  sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

If you invest through a taxable account,  you may be able to claim a foreign tax
credit for any foreign  income taxes paid by the funds.  In order to qualify for
this tax credit,  certain  requirements  must be satisfied.  Please  consult the
Statement of Additional  Information  for a more complete  discussion of the tax
consequences of owning shares of the funds.

Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments.  Distributions of income are taxed as ordinary income. Distribution
of capital gains are classified  either as short term or long term and are taxed
as follows:

<TABLE>
Type of Distribution                              Tax rate for 15% Bracket             Tax rate for 28% Bracket or above
- ------------------------------------------ ---------------------------------------- -----------------------------------------
<S>                                                          <C>                                      <C>
Short-term capital gains                            Ordinary income rate                      Ordinary income rate
Long-term capital gains                                      10%                                      20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them as income.  American Century will detail the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital  gains are gains on fund  shares  held for 12 months or less.  Long-term
capital  gains are gains on fund  shares  held for more than 12 months.  If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.

**********LEFT MARGIN CALLOUTS

*    Buying a Dividend
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes  known as "buying a dividend." In taxable  accounts,  you must
     pay income taxes on the distribution  whether you reinvest the distribution
     or take it in  cash.  In  addition,  you  will  have  to pay  taxes  on the
     distribution whether the value of your investment  decreased,  increased or
     remained the same after you bought the fund shares.

     The risk in  buying a  dividend  is that a fund's  portfolio  may  build up
     taxable  gains  throughout  the  period  covered  by  a  distribution,   as
     securities  are sold at a profit.  We distribute  those gains to you, after
     subtracting  any losses,  even if you did not own the shares when the gains
     occurred.  If you buy a dividend,  you incur the full tax  liability of the
     distribution  period,  but you may not enjoy the full  benefit of the gains
     realized in the fund's portfolio.

**********END LEFT MARGIN CALLOUTS






Multiple Class Information

American   Century   offers  three  classes  of  the  funds:   Investor   Class,
Institutional Class and Advisor Class. The shares offered by this Prospectus are
Advisor  Class  shares and are offered  primarily  to  institutional  investors,
through  institutional   distribution   channels,   such  as  employer-sponsored
retirement plans, or through banks, broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The funds may offer a different  class of
shares primarily to institutional investors,  through institutional distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance  companies.  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 advisor 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.


Service and Distribution Fees

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay out of fund assets certain  expenses  associated with the distribution of
their shares. The funds' Advisor Class shares have a 12b-1 Plan. Under the Plan,
the  fund  pays  an  annual  fee of  0.50%  of fund  assets,  half  for  certain
shareholder and administrative  services and half for distribution services. The
advisor,  as paying  agent for the funds,  pays all or a portion of such fees to
the  banks,  broker-dealers  and  insurance  companies  that  make  such  shares
available.  Because  these fees are paid out of the fund's assets on an on-going
basis,  over time these fees will increase the cost of your  investment  and may
cost  you  more  than  paying  other  types of  sales  charges.  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.








Financial Highlights

Understanding the Financial Highlights

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in  comparison  to changes over the last five fiscal years (or less,
if the share class is not five years old).

On a per-share basis, each table includes:

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

Each table also includes some key statistics for the period:

o Total Return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions
o Expense Ratio--operating expenses as a percentage of average net assets
o Net Income Ratio--net investment income as a percentage of average net assets
o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial  Highlights  for the fiscal years ended November 30, 1997 and 1998
have been audited by Deloitte & Touche LLP, independent  auditors.  Their report
is included in the funds' annual report, which is incorporated by reference into
the Statement of Additional  Information,  and is available upon request.  Prior
years' information was audited by other independent auditors,  whose report also
is incorporated by reference into the Statement of Additional Information.






<TABLE>
<CAPTION>
International Growth

For a Share Outstanding Throughout the Years Ended November 30

<S>                                                        <C>           <C>            <C> 
                                                           1998          1997           1996
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net 
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






International Discovery

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net 
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>





Performance Information of the Other Class

The following  financial  information is provided to show the performance of the
funds' original class of shares.  This class,  the Investor  Class,  has a total
expense ratio that is 0.25% lower than the Advisor  Class.  If the Advisor Class
existed  during the periods  presented,  its  performance  would have been lower
because of the additional expense.

This table  itemizes what  contributed  to the changes in share price during the
period,  and compares  this to changes over the last five fiscal years (or less,
if the share class is not five years old).

On a per-share basis, it includes:

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

It also includes some key statistics for the period:

o total return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions
o expense ratio--operating expenses as a percentage of average net assets
o net income ratio--net investment income as a percentage of average net assets
o portfolio turnover--the percentage of the fund's buying and selling activity


The following  Financial  Highlights for the fiscal years ended October 31, 1997
and 1998 have been  audited by Deloitte & Touche,  independent  auditors.  Their
report is  included  in the  funds'  annual  report,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.






<TABLE>
<CAPTION>
International Growth

For a Share Outstanding Throughout the Years Ended November 30

<S>                                                        <C>           <C>            <C>           <C>           <C> 
                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net 
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






International Discovery

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets.................................... 
Ratio of Net Investment Income to Average Net 
Assets.................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






Emerging Markets

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
   In Excess of Net Realized Gains.........
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
   Total Distributions.....................
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets.....................................
Ratio of Net Investment Income to Average Net 
Assets.....................................
Portfolio Turnover Rate....................
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>










Fund Reference
- --------------------------------------------------------------------------------
                                           Fund Code              Ticker
International Growth Fund                  041                    TWGAX
International Discovery Fund               042                    N/A
- --------------------------------------------------------------------------------








More information about the funds is contained in these documents:

Annual and Semiannual Reports.  These reports contain more information about the
funds'  investments  and the market  conditions and investment  strategies  that
significantly  affected  the funds'  performance  during the most recent  fiscal
period.

Statement of Additional  Information.  The SAI contains a more  detailed,  legal
description  of the funds'  operations,  investment  restrictions,  policies and
practices. The SAI is incorporated by reference into this Prospectus. This means
that it is legally part of this Prospectus, even if you don't request a copy.

You also can get  information  about  the  funds  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

v        In person.        SEC Public Reference Rm.
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.
v        On the internet.  www.sec.gov.
v
v        By mail.          SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying the
                            documents.)

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

Institutional Services
1-800-345-3533 or 816-531-5575

www.americancentury.com

Fax
816-340-4655

Telecommunications Device for the Deaf
1-800-345-1833 or 816-444-3038

Corporate; Not-For-Profit; Foundations; Endowments; Keogh;
SEP-, SARSEP-, SIMPLE-IRA; and 403(b) Services
1-800-345-3533

Investment Company Act File No. 811-6247
<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus

March 12, 1999
- --------------------------------------------------------------------------------

American Century Global Growth Fund
American Century International Growth Fund
American Century International Discovery Fund
American Century Emerging Markets Fund

Institutional Class

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined if this Prospectus is accurate or complete.  Anyone who
tells you otherwise is committing a crime.

Distributed by Funds Distributor, Inc.








Dear Investor,

Reading a prospectus doesn't have to be a chore. We've done the hard work so you
can focus on what's  important--learning about the funds. Take a look inside and
you'll see this  prospectus  is  different  from  others.  It takes a  clear-cut
approach to fund information.

Here's what you'll find:

o The funds' primary investments and risks
o A description of who may or may not want to invest in the funds
o Fund performance, including returns for each year, best and worst quarters
  and average annual returns compared to the funds' benchmarks
o An overview of ways to best manage your accounts
o Helpful tips and definitions of key investment terms

Whether  you're a current  investor or  investing  in mutual funds for the first
time, this prospectus will give you a clear  understanding  of the funds. If you
have  questions,   our  Institutional  Service   Representatives  are  available
weekdays,   8  a.m.  to  5:30  p.m.,  Central  time.  Our  toll-free  number  is
1-800-345-3533. We look forward to helping you achieve your financial goals.

                                      Sincerely,


                                      Mark Killen
                                      Senior Vice President
                                      American Century Investment Services, Inc.











Table of Contents

An Overview of the Funds.................................................2

Fees and Expenses........................................................3

Information about the Funds..............................................4

         Global Growth Fund
         International Growth Fund
         International Discovery Fund
         Emerging Markets Fund

Management...............................................................7

Investing with American Century.........................................XX

Share Price and Distributions...........................................XX

Taxes...................................................................XX

Multiple Class Information..............................................XX

Financial Highlights....................................................XX

Performance Information of Other Class..................................XX


**********LEFT MARGIN CALLOUTS

Throughout  this  book  you'll  find  definitions  of key  investment  terms and
phrases.  When you see a word printed in green italics,  look for its definition
in the left margin.

*........This symbol highlights special information and helpful tips.

**********END LEFT MARGIN CALLOUTS








An Overview of the Funds

What are the funds' investment goals?

These funds seek capital growth.

What are the funds' primary investment strategies and principal risks?

The funds look for stocks of growing  companies.  The basis of the strategy used
by these funds is that,  over the long term,  stocks of companies  with earnings
and revenue  growth have a greater than average chance to increase in value over
time. A more detailed  description of American Century's growth investment style
and the  funds'  investment  strategies  and risks  begins on page xx. The chart
below shows the primary differences between the funds.

<TABLE>
Fund                        Primary Investments                            Primary Risks
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
<S>                       <C>                                             <C>
Global Growth               U.S. and foreign equity securities of          Significant portion of its
                            issuers in developed countries                 assets invested in foreign
                                                                           securities
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
International Growth        Equity securities in developed foreign         Invests primarily in foreign
                            countries                                      securities
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
International Discovery     Equity securities of smaller foreign           Invests primarily in smaller
                            companies                                      foreign issuers
- --------------------------- ---------------------------------------------- -------------------------------
- --------------------------- ---------------------------------------------- -------------------------------
Emerging Markets            Equity securities of emerging                  Invests primarily in emerging
                            market companies                               markets
</TABLE>


Who may want to invest in the funds?

The funds may be a good investment if you are

0    seeking long-term capital growth from your investment

0    seeking  diversification of your investment portfolio through investment in
     foreign securities

0    comfortable  with the risks  associated  with investing in U.S. and foreign
     growth securities

0    comfortable with the funds' short-term price volatility

0    investing through an IRA or other tax-advantaged retirement plan

Who may not want to invest in the funds?

The funds may not be a good investment if you are

0    seeking current income from your investment

0    investing for a short period of time

0    uncomfortable with the risks associated with foreign investing

0    uncomfortable with short-term volatility in the value of your investment

**********LEFT MARGIN CALLOUTS


*    An investment in the funds is not a bank deposit,  and it is not insured or
     guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other
     government agency.

**********END LEFT MARGIN CALLOUTS







Fees and Expenses

There are no sales loads or fees or other charges

0 to buy fund shares directly from American Century

0 to reinvest dividends in additional shares

0 to exchange into Institutional Class shares of other American Century funds

International  Discovery  charges a  redemption  fee of 2.0% of the value of the
shares sold within 180 days of their  purchase.  This redemption fee is retained
by the fund. It is intended to discourage  short-term  investment in the fund as
well as to decrease the negative  impact that  short-term  investors have on the
shareholders  remaining in the fund. Otherwise,  there are no fees or charges to
exchange  fund  shares into the  Institutional  Class  shares of other  American
Century funds or to redeem your shares.

The following table describes the fees and expenses that you will pay if you buy
and hold shares of the funds.


Shareholder Fees (fees paid directly from your investment)
- ------------------------------------------- -----------------------------------
International Discovery                     Redemption Fee (as a percentage
                                            of amount redeemed
Shares held less than 180 days              2.0%
Shares held 180 days or more                None
- ------------------------------------------- -----------------------------------


Annual Operating Expenses (expenses that are deducted from fund assets)
<TABLE>
                                            Management Fee1  Distribution and         Other          Total Annual Fund
                                                             Service (12b-1) Fees     Expenses2      Operating Expenses
<S>                                         <C>              <C>                      <C>            <C>  
Global Growth                               1.10%            None                     0.00%          1.10%
International Growth                        1.17%            None                     0.00%          1.17%
International Discovery                     1.48%            None                     0.00%          1.48%
Emerging Markets                            1.80%            None                     0.00%          1.80%

 1   Based on fund assets as of November  30,  1998.  The funds have stepped fee
     schedules.  As a result,  the funds' management fees generally  decrease as
     fund  assets   increase.   Please   consult  the  Statement  of  Additional
     Information for more details about the funds' management fees. A portion of
     the management fee may be paid by the funds' advisor to unaffiliated  third
     parties who provide  recordkeeping and  administrative  services that would
     otherwise be performed by an affiliate of the advisor.

2    Other  expenses,  which  include  the  fees  and  expenses  of  the  funds'
     independent  directors,  their legal  counsel,  interest and  extraordinary
     expenses, were less than 0.005% for the most recent fiscal year
</TABLE>

Example

The  examples in the table  below are  intended to help you compare the costs of
investing in a fund with the costs of investing in other mutual funds.  Assuming
you ...

o invest $10,000 in the fund

o redeem all of your shares at the end of the periods shown below

o earn a 5% return each year and

o incur the same operating expenses shown above

your cost of investing in the fund would be:
<TABLE>
                                             1 year             3 years             5 years             10 years
<S>                                          <C>                <C>                 <C>                 <C>   
Global Growth                                $112               $349                $604                $1,334
International Growth                         $119               $370                $641                $1,413
International Discovery                      $150               $466                $803                $1,756
Emerging Markets                             $182               $563                $968                $2,098
</TABLE>


**********LEFT MARGIN CALLOUTS

*    Use this  example to compare  the costs of  investing  in other  funds.  Of
     course, your actual costs may be higher or lower.

**********END LEFT MARGIN CALLOUTS





Information about the Funds

Global Growth
International Growth
International Discovery
Emerging Markets

What are the funds' investment objectives?

These funds seek capital growth.

How do the funds pursue their investment objectives?

The fund managers  look for stocks of companies  that they believe will increase
in value over time,  using a growth  investment  strategy  developed by American
Century.  This strategy  looks for companies  with earnings and revenue  growth.
Ideally,  the fund managers look for companies  whose  earnings and revenues are
not only growing, but growing at a successively  faster, or accelerating,  pace.
This  strategy is based on the premise that,  over the long term,  the stocks of
companies  with  accelerating  earnings and revenues have a greater than average
chance to increase in value.

The  managers  use a bottom-up  approach to select  stocks to buy for the funds.
That means they first look for strong,  growing  companies to invest in,  rather
than allocating investments by country or region or simply buying any company in
a growing industry or sector. The fund managers track financial  information for
thousands  of  companies  to  identify  trends in the  companies'  earnings  and
revenues. This information is used to help the fund managers select or decide to
continue to hold the stocks of  companies  they  believe will be able to sustain
their growth, and to sell stocks of companies whose growth begins to slow down.

**********LEFT MARGIN CALLOUT

*    Accelerating  growth is shown,  for example,  by growth that is faster this
     quarter than last or faster this year than the year before.

**********END LEFT MARGIN CALLOUT

In addition to locating strong companies with earnings growth, the fund managers
believe  that  the  diversification  of the  funds'  holdings  across  different
countries and geographical regions is important in trying to manage the risks of
an international portfolio. For this reason, the fund managers also consider the
prospects for relative economic growth among countries or regions,  economic and
political conditions,  expected inflation rates, currency exchange fluctuations,
and tax considerations when making investments.

The fund  managers do not attempt to time the  market.  Instead,  they intend to
keep the funds  essentially  fully invested in stocks regardless of the movement
of stock prices  generally.  When the managers  believe that it is prudent,  the
funds may invest a portion of their assets in convertible securities, short-term
instruments,  non-leveraged  stock index  futures  contracts  and other  similar
securities.  Stock index futures contracts,  a type of derivative security,  can
help the funds' cash assets remain liquid while performing more like stocks. The
funds  have a policy  governing  stock  index  futures  and  similar  derivative
securities to help manage the risk of these types of  investments.  For example,
the  managers  cannot  leverage  the funds'  assets by investing in a derivative
security.  A more complete  description of the derivatives policy is included in
the Statement of Additional Information.

Additional information about the funds' investments is available in their annual
and  semiannual  reports.  In these  reports you will find a  discussion  of the
market  conditions and investment  strategies  that  significantly  affected the
funds'  performance  during the most recent six-month period.  You may get these
reports at no cost by calling us.


What kinds of securities do the funds buy?

The funds will generally purchase equity securities of foreign companies (except
Global Growth which will generally  purchase equity  securities of both U.S. and
foreign issuers). The funds can purchase other types of securities as well, such
as  domestic  and  foreign  preferred  stocks,  convertible  securities,  equity
equivalent securities, notes, bonds and other debt securities.

In the event of exceptional market or economic  conditions,  the funds may, as a
temporary defensive measure, invest all or a substantial portion of their assets
in cash or high quality short term debt securities. To the extent a fund assumes
a defensive position, it will not be pursuing its objective of capital growth.

What is the difference between the funds?

0    Global  Growth  invests in both U.S. and foreign  companies.  The fund will
     have at least 65% of its assets invested at all times in equity  securities
     of issuers in developed countries (including the U.S.).

0    International Growth invests primarily in foreign companies.  The fund will
     have at least 65% of its assets invested at all times in equity  securities
     of issuers in developed countries.

0    International Discovery invests primarily in smaller foreign companies. The
     fund will have at least 65% of its assets  invested  at all times in equity
     securities of smaller foreign companies. Companies considered to be smaller
     generally  have at the time of investment a market  capitalization  of less
     than $1.5  billion or will have less than $500  million in freely  tradable
     securities.

0    Emerging Markets invests  primarily in equity securities of emerging market
     companies.  The fund considers  emerging  market  companies to be companies
     located  in  emerging   market   countries  and  companies  that  derive  a
     significant portion of their business from emerging market countries.

The funds consider foreign  companies to include companies (i) domiciled outside
the United  States,  (ii)  deriving at least half of their revenue from sales or
production  outside the United States,  or (iii) the principal trading market of
their securities is outside the United States.  The fund considers the developed
countries to include Australia,  Austria,  Belgium,  Canada,  Denmark,  Finland,
France, Germany,  Ireland, Italy, Japan, the Netherlands,  New Zealand,  Norway,
Spain, Sweden,  Switzerland,  the United Kingdom and the United States. Emerging
market  countries are  considered to be those  countries not listed as developed
countries above.

**********LEFT MARGIN CALLOUT

     Market  capitalization  means  the value of a  company,  as  determined  by
multiplying the number of shares of its stock  outstanding by its current market
price per share.

**********END LEFT MARGIN CALLOUT

What are the primary risks of investing in the funds?

The  value of a fund's  shares  depends  on the  value of the  stocks  and other
securities it owns. The value of the  individual  securities a fund owns will go
up and down  depending on the  performance  of the  companies  that issued them,
general market and economic conditions, and investor confidence.

As with all funds, at any given time, the value of your shares may be worth more
or less than the price you paid.  If you sell your shares when the value is less
than the price you paid, you will lose money.

The value of the foreign and U.S.  (for Global  Growth)  securities in which the
funds invest are  affected by many  factors  including  the  performance  of the
companies that issued them, general market and economic conditions, and investor
confidence.

Investing in foreign  securities has certain unique risks that make it generally
riskier than investing in U.S. stocks. These risks include exposure to political
and  economic   events  in  world  markets,   limited   availability  of  public
information,  less  developed  trading  markets,  and lack of uniform  financial
reporting and  regulatory  practices  similar to those that apply in the U.S. In
addition,  foreign  securities are subject to currency risk,  meaning that since
the funds'  investments  are generally  held in foreign  currency,  a fund could
experience  a gain or loss  based  solely  upon a change  in the  exchange  rate
between the foreign currency and the U.S. dollar.

International   Discovery  invests  primarily  in  smaller  foreign   companies.
Investing in smaller foreign companies  presents unique risks in addition to the
risks of investing in foreign securities  generally.  Smaller companies may have
limited  resources,  trade less  frequently,  and have less  publicly  available
information. They also may be more sensitive to changing economic conditions and
experience more price volatility.

Emerging Markets invests  primarily in emerging market  companies.  Investing in
emerging  market  companies  is riskier  than  investing  in foreign  securities
generally.  Emerging  market  countries  may have  unstable  governments  and/or
economies that are subject to sudden  change.  These changes may be magnified by
the countries'  financial  markets  resulting in  significant  volatility to the
fund's  investments.  These  countries  may also lack the legal,  business,  and
social framework to support securities markets.

In summary,  investing in these funds is intended for investors who find foreign
securities an appropriate investment and who are willing to accept the increased
risk associated with a fund's investment strategy. An investment in the funds is
not appropriate  for investors who are unable to tolerate rapid  fluctuations in
the value of their investment.







Fund Performance History

**********LEFT MARGIN CALLOUT

The  performance  information  on this page is designed to help you see how fund
returns can vary.  Keep in mind that past  performance  does not predict how the
funds will perform in the future.

**********END LEFT MARGIN CALLOUT

Annual Total Returns

The  following bar chart shows the  performance  of  International  Growth's and
Emerging Markets'  Institutional Class shares for each full calendar year in the
life of the class. It indicates the volatility of the funds' historical  returns
from year to year.  International  Discovery  and Global Growth are not included
because they do not yet have a full calendar year of performance.

[GRAPH  DEPICTING  10 YEAR ANNUAL  TOTAL  RETURNS FOR  INTERNATIONAL  GROWTH AND
EMERGING MARKETS; UPDATED FIGURES NOT AVAILABLE]

Highest and Lowest Quarterly Returns

The highest and lowest returns of International  Growth's and Emerging  Markets'
Institutional Class shares for a calendar quarter during the period reflected by
the  preceding  bar chart are  provided in the  following  chart to indicate the
funds' historical short-term volatility.  Shareholders should be aware, however,
that these funds are intended for investors with a long-term  investment horizon
and are not managed for short-term results.

[GRAPH  DEPICTING  HIGHEST  AND  LOWEST  RETURNS  FOR  INTERNATIONAL  GROWTH AND
EMERGING MARKETS; UPDATED FIGURES NOT AVAILABLE]

Average Annual Returns

The following table shows the average annual returns of  International  Growth's
and  Emerging  Markets'  Institutional  Class  shares for the periods  indicated
during the life of the fund. The  benchmarks are unmanaged  indices that have no
operating  costs and are  included  in the table  for  performance  comparisons.
International  Discovery and Global Growth are not included  because they do not
yet have a full calendar year of performance.

<TABLE>
For the calendar year ended December 31, 1998            1 year          5 years          Life of Fund*
- ------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>            <C>
International Growth                                     XXX%            XXX%             XXX%
MSCI EAFE Index                                          XXX%            XXX%             XXX%
- ------------------------------------------------------------------------------------------------------------
Emerging Markets                                         XXX%            XXX%             XXX%
MSCI Emerging Markets Free Index                         XXX%            XXX%             XXX%

* The inception date for International Growth is November 20, 1997, and Emerging
Markets is September 30, 1997.
</TABLE>

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*    For current  performance  information,  please call us at 1-800-345-2021 or
     visit American Century's Web site at www.americancentury.com.

**********END LEFT MARGIN CALLOUTS






Management

Who manages the funds?

The Board of Directors,  investment  advisor and fund  management  team play key
roles in the management of the funds.

The Board of Directors

The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired an investment  advisor to do
so. More than half of the directors are independent of the funds' advisor,  that
is, they are not employed by and have no financial interest in the advisor.

The Investment Advisor

The funds' investment  advisor is American Century Investment  Management,  Inc.
The advisor has been  managing  mutual  funds  since 1958.  American  Century is
headquartered at 4500 Main Street, Kansas City, Missouri 64111.

The advisor is responsible  for managing the investment  portfolios of the funds
and directing the purchase and sale of their investment securities.  The advisor
also arranges for transfer agency,  custody and all other services necessary for
the funds to operate.

For the services it provided to the funds during their most recent  fiscal year,
the  advisor  received a unified  management  fee based on a  percentage  of the
average net assets of the Institutional Class of shares of each fund. The amount
of the  management  fee is calculated on a  class-by-class  basis daily and paid
monthly.  Out of that  fee,  the  advisor  paid all  expenses  of  managing  and
operating the fund except brokerage expenses, taxes, interest, fees and expenses
of the independent  directors  (including legal counsel fees) and  extraordinary
expenses.


Management  Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended November 30, 1998

- --------------------------------------------------------------------------------
Global Growth                                                       XXX%
- ---------------------------------------------------------------- ---------------
International Growth                                                X.XX%
- ---------------------------------------------------------------- ---------------
International Discovery                                             X.XX%
- ---------------------------------------------------------------- ---------------
Emerging Markets                                                    X.XX%






The Fund Management Teams

The advisor uses teams of portfolio  managers,  assistant portfolio managers and
analysts to manage the funds.  Teams meet regularly to review portfolio holdings
and to discuss purchase and sale activity.  Team members buy and sell securities
for a fund as they  see fit,  guided  by the  fund's  investment  objective  and
strategy.

The portfolio managers on the investment teams are identified below:

Henrik Strabo
Mr. Strabo,  Senior Vice President and Portfolio  Manager,  has been a member of
the team that manages Global Growth since the fund's inception in December 1998.
He also has been a member  of the team that  manages  International  Growth  and
International  Discovery since April 1994. He joined American Century in 1993 as
an  Investment  Analyst and was promoted to Portfolio  Manager in April 1994. He
has a bachelor's degree in business from the University of Washington.

Mark S. Kopinski
Mr.  Kopinski , Vice President and Portfolio  Manager,  has been a member of the
team  that  manages  International  Growth  and  International  Discovery  since
rejoining  American Century in April 1997. He also has been a member of the team
that manages  Emerging  Markets  since its inception in September  1997.  Before
rejoining American Century, he served as Vice President and Portfolio Manager at
Federated Investors,  Inc. from June 1995 to March 1997. From to 1990, he served
as Vice President and Portfolio Manager of American Century. He has a bachelor's
degree in business administration from the University of Illinois.

Michael J. Donnelly
Mr.  Donnelly,  Vice President and Portfolio  Manager,  has been a member of the
team that manages Emerging Markets since the fund's inception in September 1997.
He joined American  Century in August 1997. From 1993 to 1997, he served as Vice
President and Portfolio Manager for Federated Investors,  Inc. He has a bachelor
of arts from Yale  University and an MBA in management,  international  business
and   international   finance  from  Kellogg   Graduate  School  of  Management,
Northwestern University. He is a Chartered Financial Analyst.

Bradley Amoils
Mr. Amoils, Portfolio Manager, has been a member of the team that manages Global
Growth since the fund's inception. He joined American Century in July 1997 as an
Investment Analyst and was promoted to Portfolio Manager in November 1998. Prior
to joining American Century,  he served as a Securities  Analyst for Oppenheimer
Funds  from  January  1996 to June  1997 and an  Analyst  at Clay  Finlay  Asset
Management  from March 1995 to December  1995.  He has a bachelor of science and
doctorate of medicine from the University of Witwatersrand,  Johannesburg, South
Africa and an MBA from Columbia University Graduate School of Business.

Brian Brady
Mr.  Brady,  Portfolio  Manager,  has been a member  of the  team  that  manages
International  Discovery since November 1998. He joined American Century in June
1994 as an Investment  Analyst and was promoted to Portfolio Manager in November
1998. Prior to joining American  Century,  he served as a Financial  Analyst for
Chase  Manhattan  Bank.  He has a bachelor's  degree in finance from  Georgetown
University and an MBA from Columbia University Graduate School of Business.

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*    Code of Ethics
     American Century has a Code of Ethics designed to ensure that the interests
     of fund shareholders come before the interests of the people who manage the
     funds.  Among  other  provisions,  the Code of Ethics  prohibits  portfolio
     managers  and other  investment  personnel  from  buying  securities  in an
     initial public offering or from profiting from the purchase and sale of the
     same  security  within 60 calendar  days.  In addition,  the Code of Ethics
     requires  portfolio managers and other employees with access to information
     about the purchase or sale of  securities  by the funds to obtain  approval
     before executing permitted personal trades.

**********END LEFT MARGIN CALLOUTS






Fundamental Investment Policies

Fundamental  investment  policies  contained  in  the  Statement  of  Additional
Information  and the  investment  objectives  of the  funds  may not be  changed
without a shareholder vote. The Board of Directors may change any other policies
and investment strategies.

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 the provision of 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 advisor 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 fund  managers  may consider  when making  investment  decisions,  and other
factors may receive greater weight.






Investing With American Century
Eligibility for Institutional Class Shares

The  Institutional  Class  shares  are  made  available  for  purchase  by large
institutional  shareholders,  such  as  bank  trust  departments,  corporations,
retirement plans,  endowments,  foundations and financial advisors that meet the
fund's  minimum  investment  requirements.  Institutional  Class  shares are not
available for purchase by insurance  companies for variable annuity and variable
life products.

Minimum Initial Investment Amounts

The minimum investment is $5 million ($3 million for endowments and foundations)
per fund.  If you invest with us through a 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).  Retirement  plans may also be  required  to meet
certain other  requirements,  such as plan size or a minimum level of assets per
participant, in order to be eligible to purchase Institutional Class shares.

Redemption of shares in below-minimum accounts

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.

Services Automatically Available to You

You  automatically  will have access to the services  listed below when you open
your account.  If you do not want these services,  see  "Conducting  Business in
Writing" below.

Conducting Business in Writing

If you prefer to conduct  business in writing only, you can indicate this on the
account  application.  If you  choose  this  option,  you must  provide  written
instructions  to invest,  exchange  and  redeem.  All  account  owners must sign
transaction  instructions (with signatures  guaranteed for redemptions in excess
of $100,000).  If you want to add services  later,  you can complete an Investor
Service Options form.

<TABLE>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                               <C>                                             <C>
By telephone                       Open an account                                Make additional investments  
Institutional Services             If you are a current  investor,  you           Call us if you have authorized us to invest
1-800-345-3533                     can open an account by exchanging              from your bank account.
                                   shares from another American Century
                                   account. (This service is not                  Sell shares
                                   available if you have chosen to do             Call an Investor Services Representative.
                                   business in writing only.)

                                   Exchange shares
                                   Call us if you have  authorized  us to accept
                                   telephone instructions.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
By mail or fax                     Open an account                                Make additional investments 
PO Box 419385                      Send a signed and completed                    Send us your check or money order for at 
Kansas City, MO 64141-6385         application and check or money order           least $50 with an investment slip or $250
                                   payable to American Century                    without an investment slip. If you don't have
Fax 816-340-4655                   Investments.                                   an investment slip, include your name,
                                                                                  address and account number on your check or
                                   Exchange shares                                money order.
                                   Send us written instructions to
                                   exchange your shares from one                  Sell shares
                                   American Century account to another.           Send us written instructions to sell shares or 
                                                                                  send us a redemption form. Call an Institutional 
                                                                                  Service Representative to request a form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------







A Note About Mailings to Shareholders

To reduce expenses and demonstrate respect for our environment,  we will deliver
most financial  reports,  prospectuses and account statements to households in a
single  envelope,  even if the accounts are registered under different names. If
you would like  additional  copies of  financial  reports  and  prospectuses  or
separate mailing of account statements, please call us.

Your Guide to Services and Policies

When you open an account,  you will receive a services guide, which explains the
services available to you and the policies of the funds and the transfer agent.

By wire                          Open an account                                  Make additional investments
                                 Call us to set up your account or mail           Follow the wire instructions provided in the
                                 a completed application to the address           "Open an account" section
                                 provided in the "By Mail" section and
                                 give your bank the following                     Sell shares
                                 information:                                     You can receive redemption proceeds by
                                 o  Our bank information:                         wire  or electronic transfer.  (This
                                    0  Commerce Bank N.A.                         service is not available if you have
                                    0  Routing No. 101000019                      chosen to do business in writing only.)
                                    0  Account No. 2804918
                                 o  The fund name
                                 o  Your American Century account number*
                                 o  Your name
                                 o  The contribution year (for IRAs only)         Exchange shares
                                 *  For additional investments only               Not available.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically                    Open an account                                  Make additional investments
                                 Not available.                                   Select "Establish Automatic Investments" on
                                                                                  your application to make automatic purchases
                                 Exchange shares                                  of shares on a regular basis. You must invest
                                 Send us written instructions to set up           at least $600 per year per account.
                                 an automatic exchange of your shares
                                 from one American Century account to             Sell shares
                                 another.                                         If you have at least $10,000 in your account,
                                                                                  sell shares automatically by establishing
                                                                                  Check-A-Month or Automatic Redemption.

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------------------------------------------------------
</TABLE>








Special requirements for large redemptions

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

If we make payment in securities, we will value the securities,  selected by the
fund,  in the same manner as we do in computing  the fund's net asset value.  We
will provide these  securities to the redeeming  plan  participant  or financial
intermediary  in lieu of cash 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.

While  each  fund   reserves   the  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.

Investing Through Financial Intermediaries

If you own or are considering purchasing shares through a financial intermediary
or a retirement plan, your ability to purchase,  exchange and redeem shares will
depend on the policies of that entity. Some policy differences may include

o minimum investment requirements
o exchange policies
o fund choices
o cut-off time for investments

Please  contact  your  financial  intermediary  or plan  sponsor  for a complete
description  of its policies.  Copies of the funds' annual  reports,  semiannual
reports  and  Statements  of  Additional  Information  are  available  from your
intermediary or plan sponsor.

Certain  financial  intermediaries  perform for their clients  recordkeeping and
administrative  services that would otherwise be performed by American Century's
transfer agent.  In some  circumstances,  American  Century will pay the service
provider a fee for performing those services.

Although  transactions in fund shares may be made directly with American Century
at no charge,  you also may purchase,  redeem and exchange  fund shares  through
financial  intermediaries that charge a transaction-based or other fee for their
services. Those charges are retained by the intermediary and are not shared with
American Century or the funds.

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures  relating to the  transmission  of orders.  The funds have authorized
those  intermediaries  to accept  orders on each fund's behalf up to the time at
which the net asset value is  determined.  Such orders will be priced at the net
asset value next  determined  after your  request is received in good order on a
fund's behalf.

**********LEFT MARGIN CALLOUTS

* Financial  intermediaries include banks,  broker-dealers,  insurance companies
and investment advisors.

**********END LEFT MARGIN CALLOUTS





Share Price and Distributions

Share Price

American Century  determines the net asset value of the funds as of the close of
regular trading on the New York Stock Exchange  (usually 4 p.m. Eastern time) on
each day the Exchange is open.  On days when the Exchange is not open, we do not
calculate  the net  asset  value.  The net  asset  value of a fund  share is the
current value of its investments,  minus any liabilities,  divided by the number
of fund shares outstanding.

If current prices of securities  owned by a fund are not readily  available from
an independent  pricing  service,  the advisor may determine their fair value in
accordance with procedures adopted by the fund's Board of Directors.  Trading of
securities  in foreign  markets may not take place on every day the  Exchange is
open.  Also,  trading in some  foreign  markets  may take place on  weekends  or
holidays  when a fund's net asset  value is not  calculated.  So, the value of a
fund's  portfolio  may be  affected  on days when you can't  purchase  or redeem
shares of the fund.

We will price your purchase,  exchange or redemption at the net asset value next
determined after we receive your transaction request in good order.

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.

Distributions

Federal tax laws require each fund to make  distributions to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated  investment  company means that the funds will not be subject to state
or federal  income  tax on  amounts  distributed.  The  distributions  generally
consist of dividends and interest received, as well as capital gains realized on
the sale of investment  securities.  Each fund generally pays  distributions  of
capital  gains,  if any, once a year in December.  A fund may make more frequent
distributions if necessary to comply with Internal Revenue Code provisions.

Participants in employer-sponsored retirement or savings plans must reinvest all
distributions.  For shareholders  investing  through taxable  accounts,  we will
reinvest  distributions unless you elect to receive them in cash. Please consult
our Investor Services Guide for further information regarding  distributions and
your distribution options.

**********LEFT MARGIN CALLOUTS

The net asset value of a fund is the price of the fund's shares.

Capital gains are increases in the value of capital assets,  such as stock, from
the time the assets are  purchased.  Tax  becomes  due on capital  gains once an
asset is sold.

**********END LEFT MARGIN CALLOUTS







Taxes

The tax  consequences  of  owning  shares of the funds  will vary  depending  on
whether you own them through a taxable or tax-deferred account. Tax consequences
result from  distributions  by the funds of dividend and interest  income it has
received and capital gains it has generated  through its investment  activities,
and by sales of fund shares by investors after the net asset value has increased
or decreased.

Tax-Deferred Accounts

If you purchase fund shares through a tax-deferred  account, such as an IRA or a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  usually will not be subject to current taxation,  but will
accumulate in your account  under the plan on a  tax-deferred  basis.  Likewise,
moving  from one fund to  another  fund  within a plan or  tax-deferred  account
generally  will  not  cause  you to be  taxed.  For  information  about  the tax
consequences of making  purchases or withdrawals  through an employer  sponsored
retirement  or  savings  plan,  or  through  an IRA,  please  consult  your plan
administrator, your summary plan description or a professional tax advisor.

Taxable Accounts

If you own fund shares through a taxable account,  distributions by the fund and
sales by you of fund shares may cause you to be taxed.

If you invest through a taxable account,  you may be able to claim a foreign tax
credit for any foreign  income taxes paid by the funds.  In order to qualify for
this tax credit,  certain  requirements  must be satisfied.  Please  consult the
Statement of Additional  Information  for a more complete  discussion of the tax
consequences of owning shares of the funds.

Taxability of Distributions

Fund distributions may consist of income earned by the fund from sources such as
dividends  and  interest,  or  capital  gains  generated  from  the sale of fund
investments.  Distributions of income are taxed as ordinary income. Distribution
of capital gains are classified  either as short term or long term and are taxed
as follows:

<TABLE>
Type of Distribution                              Tax rate for 15% Bracket             Tax rate for 28% Bracket or above
- ------------------------------------------ ---------------------------------------- -----------------------------------------
<S>                                                          <C>                                      <C>
Short-term capital gains                            Ordinary income rate                      Ordinary income rate
Long-term capital gains                                      10%                                      20%
</TABLE>

The tax status of any  distribution  of capital  gains is determined by how long
the fund held the  underlying  security that was sold,  not by how long you have
been  invested  in the  fund or  whether  you  reinvest  your  distributions  in
additional  shares or take them as income.  American Century will detail the tax
status of fund  distributions  for each calendar year in an annual tax statement
from the fund.

Distributions  also may be subject to state and local taxes.  Because everyone's
tax situation is unique,  always  consult your tax  professional  about federal,
state and local tax consequences.

Taxes on Transactions

Your  redemptions -- including  exchanges to other American Century funds -- are
subject to capital  gains tax.  The table above can provide a general  guide for
your potential tax liability when selling or exchanging fund shares.  Short-term
capital  gains are gains on fund  shares  held for 12 months or less.  Long-term
capital  gains are gains on fund  shares  held for more than 12 months.  If your
shares  decrease in value,  their sale or exchange will result in a long-term or
short-term capital loss.

**********LEFT MARGIN CALLOUTS

*    Buying a Dividend
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes  known as "buying a dividend." In taxable  accounts,  you must
     pay income taxes on the distribution  whether you reinvest the distribution
     or take it in  cash.  In  addition,  you  will  have  to pay  taxes  on the
     distribution whether the value of your investment  decreased,  increased or
     remained the same after you bought the fund shares.

     The risk in  buying a  dividend  is that a fund's  portfolio  may  build up
     taxable  gains  throughout  the  period  covered  by  a  distribution,   as
     securities  are sold at a profit.  We distribute  those gains to you, after
     subtracting  any losses,  even if you did not own the shares when the gains
     occurred.  If you buy a dividend,  you incur the full tax  liability of the
     distribution  period,  but you may not enjoy the full  benefit of the gains
     realized in the fund's portfolio.

**********END LEFT MARGIN CALLOUTS





Multiple Class Information

American   Century   offers  three  classes  of  the  funds:   Investor   Class,
Institutional Class and Advisor Class. The shares offered by this Prospectus are
Institutional Class shares and are offered primarily to institutional investors,
through  institutional   distribution   channels,   such  as  employer-sponsored
retirement plans, or through banks, broker-dealers and insurance companies.

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1 fees.  The funds may offer a different  class of
shares primarily to institutional investors,  through institutional distribution
channels,  such  as  employer-sponsored  retirement  plans,  or  through  banks,
broker-dealers and insurance  companies.  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 advisor 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.






Financial Highlights

Understanding the Financial Highlights

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in  comparison  to changes over the last five fiscal years (or less,
if the share class is not five years old).

On a per-share basis, each table includes:

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

Each table also includes some key statistics for the period:

o Total Return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions
o Expense Ratio--operating expenses as a percentage of average net assets
o Net Income Ratio--net investment income as a percentage of average net assets
o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial  Highlights  for the fiscal years ended November 30, 1997 and 1998
have been audited by Deloitte & Touche LLP, independent  auditors.  Their report
is included in the funds' annual report, which is incorporated by reference into
the Statement of Additional  Information,  and is available upon request.  Prior
years' information was audited by other independent auditors,  whose report also
is incorporated by reference into the Statement of Additional Information.






<TABLE>
<CAPTION>
International Growth

For a Share Outstanding Throughout the Years Ended November 30

<S>                                                        <C>           <C> 
                                                           1998          1997
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net 
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.







International Discovery

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998
Net Asset Value, Beginning of Year.........
                                                       -------------
Income from Investment Operations
   Net Investment Income (dividends).......
                                                       -------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       -------------
Net Asset Value, End of Year...............
                                                       -------------
Total Return(1)............................

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net 
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






Emerging Markets

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998          1997
Net Asset Value, Beginning of Year.........
                                                       ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- --------------
   Total From Investment Operations........
                                                       ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
   In Excess of Net Realized Gains.........
                                                       ------------- --------------
                                                       ------------- --------------
   Total Distributions.....................
                                                       ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- --------------
Total Return(1)............................
Ratio of Operating Expenses to Average Net 
Assets.....................................
Ratio of Net Investment Income to Average Net 
Assets.....................................
Portfolio Turnover Rate....................
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>





Performance Information of the Other Class

The Institutional  Class of the funds was established in 1998. As a result,  the
following  financial  information  is  provided to show the  performance  of the
funds' original class of shares.  This class,  the Investor  Class,  has a total
expense  ratio  that is  0.20%  higher  than  the  Institutional  Class.  If the
Institutional Class existed during the periods presented,  its performance would
have been higher because of the lower expense.

The tables on the next few pages  itemize  what  contributed  to the  changes in
share  price  during the  period.  They also show the changes in share price for
this period in comparison and compares this to changes over the last five fiscal
years (or less, if the share class is not five years old).

On a per-share basis, each table includes:

o share price at the beginning of the period
o investment income and capital gains or losses
o distributions of income and capital gains paid to shareholders
o share price at the end of the period

Each table also includes some key statistics for the period:

o total return--the overall percentage of return of the fund, assuming the
  reinvestment of all distributions
o expense ratio--operating expenses as a percentage of average net assets
o net income ratio--net investment income as a percentage of average net assets
o portfolio turnover--the percentage of the fund's buying and selling activity


The following Financial  Highlights for the fiscal years ended December 31, 1997
and 1998, have been audited by Deloitte & Touche,  independent  auditors.  Their
report is in the funds' annual report,  which is  incorporated by reference into
the Statement of Additional  Information,  and is available upon request.  Prior
years'  information  was audited by other  independent  auditors,  whose  report
thereon also is  incorporated  by  reference  into the  Statement of  Additional
Information.







<TABLE>
<CAPTION>
International Growth

For a Share Outstanding Throughout the Years Ended November 30

<S>                                                        <C>           <C>            <C>           <C>           <C> 
                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






International Discovery

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets..................................... 
Ratio of Net Investment Income to Average Net
Assets..................................... 
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.






Emerging Markets

For a Share Outstanding Throughout the Years Ended November 30

                                                           1998          1997
Net Asset Value, Beginning of Year.........
                                                       ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- --------------
   Total From Investment Operations........
                                                       ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
   In Excess of Net Realized Gains.........
                                                       ------------- --------------
                                                       ------------- --------------
   Total Distributions.....................
                                                       ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- --------------
Total Return(1)............................

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net 
Assets.....................................
Ratio of Net Investment Income to Average Net 
Assets.....................................
Portfolio Turnover Rate....................
Net Assets, End of Year (in thousands).....

(1) Total return assumes reinvestment of dividends and capital gains, if any.
</TABLE>








At Your Service

Make transactions online anytime

The next time you're  surfing the Net,  stop by American  Century's  Web site at
www.americancentury.com.   Current   shareholders   can  open  new  accounts  by
exchanging  shares  (provided  the account  registration  does not  change).  In
addition,  you can view transactions and check your account  balances.  You also
can sign up to receive annual updates to your prospectuses and financial reports
via the Net instead of through the mail.

Expand your investment options with American Century Brokerage

If  you're  looking  for a wide  range  of  investment  options  - from  trading
individual  securities  to  purchasing  mutual  funds  offered  by  hundreds  of
companies  - look to  American  Century  Brokerage.  With  this  new  investment
service, you can take advantage of 24-hour trading on our Web site or TeleSelect
automated  telephone  service.  Or, if you prefer,  you can do business directly
with a Brokerage Associate.

With service features including a Gold MasterCard(R)  ATM/Debit Card,  unlimited
CheckWriting  and cost basis reporting (all available with the American  Century
Brokerage Access  AccountSM),  our brokerage  service can simplify your life now
while you  prepare  financially  for the years to come.  For  information  about
opening a brokerage account, please call an American Century Brokerage Associate
at 1-888-345-2071.

Send your distributions straight to the bank

It will save you time and a trip to the bank.  If you opt to have your  dividend
and capital gain  distributions paid to you in cash rather than reinvesting them
into your account, consider an electronic transfer to your bank account. Call an
Investor Services Representative for more information.

Check out our library

Are you looking for additional information on bond basics? Or, are you trying to
decide if municipal bonds have a place in your portfolio? Perhaps you would like
to test your knowledge of bonds and how they work. These are subjects covered in
our Financial FYI library that are  available to you.  Financial  FYI, a growing
library of one-page  resources,  clearly and quickly explains various  financial
subjects to help you make informed decisions.  To request one of these articles,
call an Investor Services Representative.


Fund Reference
                                          Fund Code              Ticker
- --------------------------------------------------------------------------------
Global Growth Fund                        102                    N/A
International Growth Fund                 041                    TGRIX
International Discovery Fund              042                    TIDIX
Emerging Markets Fund                     043                    N/A









More information about the funds is contained in these documents:

Annual and Semiannual Reports.  These reports contain more information about the
funds'  investments  and the market  conditions and investment  strategies  that
significantly  affected  the funds'  performance  during the most recent  fiscal
period.

Statement of Additional  Information.  The SAI contains a more  detailed,  legal
description  of the funds'  operations,  investment  restrictions,  policies and
practices. The SAI is incorporated by reference into this Prospectus. This means
that it is legally part of this Prospectus, even if you don't request a copy.

You also can get  information  about  the  funds  (including  the SAI)  from the
Securities and Exchange Commission (SEC).

v        In person         SEC Public Reference Rm.
                           Washington, D.C.
                           Call 1-800-SEC-0330 for location and hours.
v        On the Internet   www.sec.gov.
v
v        By mail           SEC Public Reference Section
                           Washington, D.C. 20549-6009
                           (The SEC will charge a fee for copying the documents
                            you request.)


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

Institutional Services
1-800-345-3533 or 816-531-5575

www.americancentury.com

Fax
816-340-4655

Telecommunications Device for the Deaf
1-800-345-1833 or 816-444-3038

Corporate; Not-For-Profit Foundations; Endowments; Keogh;
SEP-, SARSEP-, SIMPLE-IRA; and 403(b) Services
1-800-345-3533

Investment Company Act File No. 811-6247
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

March 12, 1999

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

Global Growth
International Growth
International Discovery
Emerging Markets

This  Statement of Additional  Information  adds to the discussion in the funds'
Prospectus,  dated March 12, 1999, but is not a prospectus.  If you would like a
copy of the  Prospectus,  please  contact  us at one of the  addresses  or phone
numbers  listed  on the  back  cover  or visit  American  Century's  Web site at
www.americancentury.com.

This  Statement of  Additional  Information  incorporates  by reference  certain
information that appears in the funds' annual and semiannual reports,  which are
delivered to all  shareholders.  You may obtain a free copy of the funds' annual
or semiannual reports by calling 1-800-345-2021.

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


Distributed by Funds Distributor, Inc.





Table of Contents
THE FUNDS' HISTORY                                                          1
FUND INVESTMENT GUIDELINES

DETAILED INFORMATION ABOUT THE FUNDS                                        3
INVESTMENT STRATEGIES AND RISKS                                             3
   Investment Policies                                                     13
   Portfolio Turnover                                                      14

MANAGEMENT                                                                 15
The Board of Directors                                                     XX
Officers                                                                   XX
THE FUNDS' BIGGEST SHAREHOLDERS                                            18
SERVICE PROVIDERS                                                          18
   Investment Advisor                                                      18
   Distributor                                                             20
   Transfer Agent and Administrator                                        21
   Other Service Providers                                                 21

BROKERAGE ALLOCATION                                                       21
INFORMATION ABOUT FUND SHARES                                              22
MULTIPLE CLASS STRUCTURE
BUYING AND SELLING FUND SHARES                                             22
VALUATION OF A FUND'S SECURITIES                                           22
MULTIPLE CLASS PERFORMANCE INFORMATION
TAXES                                                                      23
HOW FUND PERFORMANCE INFORMATION IS CALCULATED                             26
FINANCIAL STATEMENTS                                                       27
EXPLANATION OF FIXED INCOME SECURITIES RATINGS                             27
     Bond Ratings                                                          27
     Commercial Paper Ratings                                              28
     Note Ratings                                                          28






THE FUNDS' HISTORY

American  Century World Mutual Funds,  Inc.  ("ACWMF" or the  "registrant") is a
registered open-end management  investment company that was organized in 1990 as
a Maryland corporation under the name Twentieth Century World Investors, Inc. In
January 1997 it changed its name to American Century World Mutual Funds. Inc.

Each fund  described in this  Statement of Additional  Information is a separate
series of ACWMF and  operates  for many  purposes  as if it were an  independent
company. Each fund has its own investment objective,  strategy, management team,
assets, tax  identification  and stock  registration  number. A fund's inception
date is the first date its initial class of shares was offered to the public.

- --------------------------- -------------------- -------------------------
FUND-CLASS                     TICKER SYMBOL         INCEPTION DATE
- --------------------------- -------------------- -------------------------
Global Growth                     TWGGX             December 1, 1998  
International Growth              TWIEX             May 9, 1991       
International Discovery           TWEGX             April 1, 1994     
Emerging Markets                  TWMIX             September 30, 1997
                                                    
FUND INVESTMENT GUIDELINES

This  section  explains  the  extent  to  which  American   Century   Investment
Management,  Inc.  (the  "advisor")  can use  various  investment  vehicles  and
strategies  in  managing  a  fund's  assets.   Descriptions  of  the  investment
techniques  and risks  associated  with each appear in the section,  "Investment
Strategies  and  Risks,"  which  begins  on page XX.  In the case of the  funds'
principal investment  strategies,  these descriptions elaborate upon discussions
contained in the Prospectuses.

Each  fund is a  diversified  open-end  investment  company  as  defined  in the
Investment Company Act of 1940 (the Investment Company Act). "Diversified" means
that,  with respect to 75% of its total  assets,  each fund will not invest more
than 5% of its total assets in the securities of a single issuer.

To meet federal tax  requirements for  qualification  as a regulated  investment
company,  each fund  must  limit  its  investments  so that at the close of each
quarter  of its  taxable  year (1) no more  than  25% of its  total  assets  are
invested in the  securities of a single issuer (other than the U.S government or
a regulated  investment  company),  and (2) with  respect to at least 50% of its
total assets, no more than 5% of its total assets are invested in the securities
of a single issuer.

In  general,   within  the   restrictions   outlined  here  and  in  the  funds'
Prospectuses,  the advisor has broad powers to decide how to invest fund assets,
including the power to hold them uninvested.

Investments are varied according to what is judged  advantageous  under changing
economic conditions. It is the advisor's 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 advisor's  intention  that each fund will generally
consist of foreign (and U.S. in the case of Global  Growth)  equity  securities.
However,  subject to the specific  limitations  applicable to a fund, the funds'
management  teams may invest the assets of each fund in varying amounts in other
instruments,  such as those  reflected  in Table 1 below,  when such a course is
deemed  appropriate  in order to  attempt to attain  its  investment  objective.
Senior securities that, in the opinion of the manager, are high-grade issues may
also be purchased for defensive purposes.

So long as a sufficient  number of such  securities are  available,  the manager
intends to keep the funds fully invested in equity securities, regardless of the
movement of stock prices,  generally.  In most circumstances,  the funds' actual
level of cash and cash  equivalents  will be less than 10%.  The manager may use
stock  index  futures as a way to expose the funds'  cash  assets to the market,
while maintaining liquidity. As mentioned in the Prospectuses,  the managers may
not leverage the funds'  portfolios,  so there is no greater  market risk to the
funds than if they  purchase  stocks.  See  "SHORT-TERM  INVESTMENTS,"  page XX,
"FUTURES AND OPTIONS," page XX, and "DERIVATIVE SECURITIES," page XX.






<TABLE>
                                                  Table 1
- ------------------------------------ --------------------------- ---------------------------------
                                           Global Growth             International Discovery
                                        International Growth             Emerging Markets
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
<S>                                 <C>                          <C>
Foreign Securities                               X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Equity Equivalents                               X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Debt Securities                                  X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Sovereign Debt Obligations                       X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Forward Currency                                 X                              X
Exchange Contracts
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Convertible Securities                           X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Futures & Options                                X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Derivative Securities                            X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Repurchase Agreements                            X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
When-Issued and Forward Commitment               X                              X
Agreements
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Restricted and Illiquid Securities               X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Other Investment Companies                       X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Short Sales                                      X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Portfolio Lending                                X                              X
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Investments in Companies with                    5%                            10%
Limited Operating History
- ------------------------------------ --------------------------- ---------------------------------
- ------------------------------------ --------------------------- ---------------------------------
Short-Term Securities                            X                              X
- ------------------------------------ --------------------------- ---------------------------------
</TABLE>


DETAILED INFORMATION ABOUT THE FUNDS
INVESTMENT STRATEGIES AND RISKS

This section  describes  various  investment  vehicles and  techniques  that the
advisor  can use in  managing  a  fund's  assets.  It  also  details  the  risks
associated  with each,  because each  technique  contributes to a fund's overall
risk profile.

FOREIGN SECURITIES

A description of the funds' investment  strategy regarding foreign securities is
contained in the funds'  prospectus.  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
that 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  generally are 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.

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 the  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  that  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 is not appropriate for individuals  with limited  investment  resources or
who are unable to tolerate fluctuations in the value of their investment.

EQUITY EQUIVALENTS

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

The funds also may invest in other  equity  securities  and equity  equivalents.
Other equity securities and equity equivalents  include securities that permit a
fund 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 also may 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.






DEBT SECURITIES

The manager  believes that common stocks and other equity and  equity-equivalent
securities ordinarily offer the greatest potential for capital appreciation. The
funds  may  invest,  however,  in any  security  the  manager  believes  has the
potential  for capital  appreciation.  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.  The funds  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  (S&P),  or that are not
rated but are 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," on page XX.

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"
on page XX. Debt  securities,  especially  those of issuers in  emerging  market
countries,  may be of poor  quality  and  speculative  in  nature.  While  these
securities will be chosen primarily for their appreciation  potential,  the fund
also may take the potential for income into account when selecting investments.

In addition to other  factors that will affect its 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.

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.

FORWARD CURRENCY EXCHANGE CONTRACTS

Each fund may purchase and sell foreign  currency on a spot basis and may engage
in forward currency  contracts,  currency  options and futures  transactions for
hedging or any other lawful purpose. (See ""Derivative Securities" on page XX.)

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.

The funds expect to use forward contracts under two circumstances:

(1)  When the advisor  wishes to "lock in" the U.S.  dollar  price of a security
     when a 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 advisor believes that the currency of a particular foreign country
     may suffer a substantial  decline against the U.S.  dollar, a 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 its 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 at the subject
foreign currency.

Under the second circumstance,  when the advisor 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 foreign 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  equal to the value of the
forward  contracts entered into under the second  circumstance.  If the value of
the  securities  placed in the separate  account  declines,  additional  cash or
securities  will be placed in the  account on a daily basis so that the value of
the account  equals the amount of the fund's  commitments  with  respect to such
contracts.

The  precise  matching  of  forward  contracts  in the  amounts  and  values  of
securities  involved  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. The advisor does not intend to enter into such contracts on
a regular basis.  Normally,  consideration  of the prospect for currency parties
will be incorporated into the long-term  investment  decisions made with respect
to overall diversification strategies.  However, the advisor 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.

CONVERTIBLE SECURITIES

A convertible security is a fixed-income  security that offers the potential for
capital  appreciation  through a  conversion  feature that enables the holder to
convert  the  fixed-income  security  into a stated  number  of shares of common
stock.  As fixed  income  securities,  convertible  securities  provide a stable
stream of income,  with  generally  higher  yields than common  stocks.  Because
convertible  securities  offer the  potential to benefit  from  increases in the
market price of the underlying common stock, however, they generally offer lower
yields than  non-convertible  securities of similar quality. Of course, like all
fixed income securities, there can be no assurance of current income because the
issuers of the  convertible  securities  may  default on their  obligations.  In
addition, there can be no assurance of capital appreciation because the value of
the underlying common stock will fluctuate.






Convertible   securities   generally  are  subordinated  to  other  similar  but
non-convertible  securities of the same issuer,  although  convertible bonds, as
corporate debt  obligations,  enjoys seniority in right of payment to all equity
securities,  and  convertible  preferred  stock is senior to common stock of the
same  issuer.  Because  of  the  subordination  feature,  however,   convertible
securities typically have lower ratings than similar non-convertible securities.

Unlike a convertible security that is a single security, a synthetic convertible
security  is  comprised  of  two  distinct  securities  that  together  resemble
convertible securities in certain respects. Synthetic convertible securities are
created by combining  non-convertible bonds or preferred stocks with warrants or
stock call options. The options that will form elements of synthetic convertible
securities  will  be  listed  on  a  securities  exchange  or  on  the  National
Association  of  Securities  Dealers  Automated   Quotation  Systems.   The  two
components  of a  synthetic  convertible  security,  which  will be issued  with
respect to the same  entity,  generally  are not  offered as a unit,  and may be
purchased  and  sold  by the  fund at  different  times.  Synthetic  convertible
securities  differ from convertible  securities in certain  respects,  including
that each component of a synthetic  convertible  security has a separate  market
value and responds  differently to market  fluctuations.  Investing in synthetic
convertible  securities  involves  the risk  normally  involved  in holding  the
securities comprising the synthetic convertible security.

FUTURES AND OPTIONS

Each fund may enter  into  futures  contracts,  options  or  options  on futures
contracts.  Funds  may  not,  however,  enter  into a  futures  transaction  for
speculative purposes. Generally, futures transactions will be used to

*    protect against a decline in market value of the funds' securities  (taking
     a SHORT futures position), or

*    protect  against the risk of an increase in market value for  securities in
     which  the  fund  generally  invests  at  a  time  when  the  fund  is  not
     fully-invested (taking a LONG futures position), or

*    provide a temporary  substitute for the purchase of an individual  security
     that may be purchased in an orderly fashion.

Some futures and options  strategies,  such as SELLING futures,  buying puts and
writing calls,  hedge a fund's  investments  against price  fluctuations.  Other
strategies,  such as BUYING  futures,  writing  puts and buying  calls,  tend to
increase  market  exposure.  Although other  techniques may be used to control a
fund's exposure to market  fluctuations,  the use of futures  contracts may be a
more  effective  means of hedging  this  exposure.  While a fund pays  brokerage
commissions in connection with opening and closing out futures positions,  these
costs are lower than the transaction  costs incurred in the purchase and sale of
the underlying securities.

For example,  the "sale" of a future by a fund means the fund becomes  obligated
to deliver the security (or  securities,  in the case of an "index" future) at a
specified  price on a specified  date. The "purchase" of a future means the fund
becomes  obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another  party of a specific  security at a specified  future time and price.
The funds may engage in futures and  options  transactions  based on  securities
indexes that are consistent with the fund's investment  objectives.  Examples of
indexes that may be used include the Bond Buyer Index of  Municipal  Bonds,  for
fixed income funds,  or the S&P 500 Index,  for equity funds.  The fund also may
engage in futures and options transactions based on specific securities, such as
U.S.  Treasury bonds or notes.  Futures contracts are traded on national futures
exchanges.  Futures  exchanges  and trading are  regulated  under the  Commodity
Exchange  Act  by  the  Commodity  Futures  Trading  Commission  (CFTC),  a U.S.
government agency.

Index futures  contracts differ from traditional  futures contracts in that when
delivery takes place, no stocks or bonds change hands. Instead,  these contracts
settle in cash at the spot market  value of the Index.  Although  other types of
futures  contracts by their terms call for actual  delivery or acceptance of the
underlying  securities,  in most cases the  contracts  are closed out before the
settlement date. A futures position may be closed by taking an opposite position
in an identical contract (i.e.,  buying a contract that has previously been sold
or selling a contract that has previously been bought).

Unlike when the fund  purchases or sells a bond, no price is paid or received by
the fund upon the  purchase or sale of the future.  Initially,  the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount.  This amount is known as initial margin.  The
margin  deposit is intended to assure  completion  of the contract  (delivery or
acceptance  of the  underlying  security) if it is not  terminated  prior to the
specified  delivery  date.  They do not  constitute  "margin  transactions"  for
purposes  of  the  funds'  investment   restrictions.   Minimum  initial  margin
requirements  are  established by the futures  exchanges and may be revised.  In
addition, brokers may establish margin deposit requirements that are higher than
the exchange minimums.  Cash held in the margin account is not income producing.
Subsequent  payments,  called variation margin, to and from the broker,  will be
made on a daily basis as the price of the  underlying  debt  securities or index
fluctuates, making the future more or less valuable , a process known as marking
the contract to market.  Changes in variation margin are recorded by the fund as
unrealized gains or losses.  At any time prior to expiration of the future,  the
fund may elect to close the  position by taking an opposite  position  that will
operate to  terminate  its  position in the  future.  A final  determination  of
variation  margin is then made;  additional  cash is  required  to be paid by or
released to the fund and the fund realizes a loss or gain.

*RISKS RELATED TO FUTURES AND OPTIONS TRANSACTIONS

Futures  and  options  prices can be  volatile,  and  trading  in these  markets
involves certain risks. If the advisor applies a hedge at an inappropriate  time
or judges interest rate or equity market trends incorrectly, futures and options
strategies may lower a fund's return.

A fund could suffer  losses if it were unable to close out its position  because
of an illiquid secondary market.  Futures contracts may be closed out only on an
exchange that provides a secondary market for these  contracts,  and there is no
assurance that a liquid secondary  market will exist for any particular  futures
contract at any particular time. Consequently, it may not be possible to close a
futures  position when the advisor  considers it  appropriate or desirable to do
so. In the  event of  adverse  price  movements,  a fund  would be  required  to
continue making daily cash payments to maintain its required margin. If the fund
had insufficient cash, it might have to sell portfolio  securities to meet daily
margin  requirements  at a time when the advisor would not otherwise elect to do
so.  In  addition,  a fund  may be  required  to  deliver  or take  delivery  of
instruments  underlying  futures  contracts  it holds.  The advisor will seek to
minimize  these risks by limiting  the  contracts  entered into on behalf of the
funds to those traded on national futures  exchanges and for which there appears
to be a liquid secondary market.

A fund could  suffer  losses if the prices of its futures and options  positions
were poorly correlated with its other investments,  or if securities  underlying
futures contracts purchased by a fund had different maturities than those of the
portfolio  securities being hedged. Such imperfect  correlation may give rise to
circumstances in which a fund loses money on a futures contract at the same time
that it experiences a decline in the value of its "hedged" portfolio securities.
A fund also could lose margin  payments it has deposited  with a margin  broker,
if, for example, the broker became bankrupt.

Most  futures  exchanges  limit the amount of  fluctuation  permitted in futures
contract  prices during a single  trading day. The daily limit  establishes  the
maximum  amount that the price of a futures  contract may vary either up or down
from the previous day's settlement price at the end of the trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price  beyond  the  limit.  However,  the  daily  limit
governs only price movement during a particular trading day and, therefore, does
not limit potential losses. In addition, the daily limit may prevent liquidation
of unfavorable positions. Futures contract prices have occasionally moved to the
daily  limit for  several  consecutive  trading  days with little or no trading,
thereby  preventing prompt  liquidation of futures positions and subjecting some
futures traders to substantial losses.

*OPTIONS ON FUTURES

By purchasing an option on a futures contract, a fund obtains the right, but not
the  obligation,  to sell the  futures  contract  (a put  option)  or to buy the
contract (a call  option) at a fixed  strike  price.  A fund can  terminate  its
position in a put option by allowing it to expire or by  exercising  the option.
If the  option  is  exercised,  the fund  completes  the sale of the  underlying
security at the strike price.  Purchasing  an option on a futures  contract does
not require a fund to make margin payments unless the option is exercised.

Although  they do not  currently  intend to do so, the funds may write (or sell)
call  options that  obligate it to sell (or  deliver)  the  option's  underlying
instrument  upon  exercise of the option.  While the receipt of option  premiums
would  mitigate  the  effects of price  declines,  the funds  would give up some
ability to participate in a price increase on the underlying security. If a fund
were to engage in options transactions, it would own the futures contract at the
time a call were written and would keep the contract  open until the  obligation
to deliver it pursuant to the call expired.

*RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS

Each fund may enter  into  futures  contracts,  options  or  options  on futures
contracts.

Under the  Commodity  Exchange  Act, a fund may enter into  futures  and options
transactions (a) for hedging purposes without regard to the percentage of assets
committed  to initial  margin and option  premiums or (b) for other than hedging
purposes,  provided that assets  committed to initial margin and option premiums
do not exceed 5% of the fund's total assets. To the extent required by law, each
fund will set aside cash and appropriate  liquid assets in a segregated  account
to cover its obligations related to futures contracts and options.

DERIVATIVE SECURITIES

To the extent permitted by its investment  objectives and policies,  each of the
funds may invest in  securities  that are commonly  referred to as  "derivative"
securities.  Generally,  a derivative  is a financial  arrangement  the value of
which is based on, or "derived" from, a traditional  security,  asset, or market
index.   Certain  derivative   securities  are  more  accurately   described  as
"index/structured"   securities.   Index/structured  securities  are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts),  currencies, interest rates, indices or other financial
indicators ("reference indices").

Some "derivatives" such as  mortgage-related  and other asset-backed  securities
are in many  respects  like  any  other  investment,  although  they may be more
volatile or less liquid than more traditional debt securities.

There are many  different  types of  derivatives  and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect a fund from exposure to changing  interest rates,  securities
prices,  or  currency  exchange  rates  and for cash  management  purposes  as a
low-cost method of gaining  exposure to a particular  securities  market without
investing directly in those securities.

No fund may invest in a derivative  security  unless the reference  index or the
instrument  to which it  relates is an  eligible  investment  for the fund.  For
example,  a security whose  underlying value is linked to the price of oil would
not be a  permissible  investment  since the funds may not invest in oil and gas
leases or futures.

The return on a derivative  security may  increase or decrease,  depending  upon
changes in the reference index or instrument to which it relates.

There are a range of risks associated with derivative investments, including:

*    the risk that the underlying security, interest rate, market index or other
     financial  asset  will  not move in the  direction  the  portfolio  manager
     anticipates;

*    the  possibility  that  there may be no  liquid  secondary  market,  or the
     possibility that price  fluctuation  limits may be imposed by the exchange,
     either of which may make it difficult or impossible to close out a position
     when desired;

*    the risk that adverse price movements in an instrument can result in a loss
     substantially greater than a fund's initial investment; and

*    the risk that the counterparty will fail to perform its obligations.

The Board of Directors has approved the manager's policy  regarding  investments
in derivative securities.  That policy specifies factors that must be considered
in  connection  with a  purchase  of  derivative  securities.  The  policy  also
establishes a committee that must review certain  proposed  purchases before the
purchases  can be made.  The manager will report on fund  activity in derivative
securities to the Board of Directors as necessary.  In addition,  the Board will
review  the  manager's  policy  for  investments  in the  derivative  securities
annually.






INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

As  indicated  in Table 1, the funds may invest a portion of their assets in the
securities of issuers with limited operating  history.  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.  The manager will consider periods of
capital formation, incubation,  consolidations,  and research and development in
determining  whether  a  particular  issuer  has a  record  of  three  years  of
continuous operation.

Investments in securities of issuers with limited  operating history 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  additon,  financial  and other  information  regarding  such  issuers,  when
available, may be incomplete or inaccurate.

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 purchase 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  with  those  banks and  securities  dealers  who are  deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

No fund  will  invest  more  than 15% of its  assets  in  repurchase  agreements
maturing in more than seven days.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

The funds may sometimes  purchase new issues of  securities on a when-issued  or
forward commitment basis in which the transaction price and yield are each fixed
at the time the  commitment is made,  but payment and delivery occur at a future
date (typically 15 to 45 days later).

When purchasing  securities on a when-issued or forward commitment basis, a fund
assumes  the rights  and risks of  ownership,  including  the risks of price and
yield  fluctuations.  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.  While the fund will make  commitments
to purchase or sell  securities  with the  intention  of actually  receiving  or
delivering them, it may sell the securities  before the settlement date if doing
so is deemed advisable as a matter of investment strategy.

In purchasing  securities on a when-issued or forward  commitment  basis, a fund
will  establish  and maintain  until the  settlement  date a segregated  account
consisting of cash, cash equivalents or other  appropriate  liquid securities in
an amount  sufficient to meet the purchase price. When the time comes to pay for
the when-issued  securities,  the fund will meet its obligations  with available
cash, through the sale of securities,  or, although it would not normally expect
to do so, by selling the  when-issued  securities  themselves  (which may have a
market  value  greater  or less than the  fund's  payment  obligation).  Selling
securities to meet  when-issued or forward  commitment  obligations may generate
taxable capital gains or losses.

SHORT-TERM SECURITIES

In order to meet  anticipated  redemptions,  to hold  pending  the  purchase  of
additional  securities for a fund's portfolio,  or, in some cases, for temporary
defensive  purposes,  the funds may  invest a portion  of their  assets in money
market and other short-term securities.

Examples of those securities include

* Securities  issued or guaranteed by the U.S.  government  and its agencies and
  instrumentalities;
* Commercial Paper;
* Certificates of Deposit and Euro Dollar Certificates of Deposit;
* Bankers' Acceptances;
* Short-term notes, bonds, debentures, or other debt instruments; and
* Repurchase agreements.

OTHER INVESTMENT COMPANIES

Each of the funds may invest up to 10% of its total assets  other mutual  funds,
including  those  advised  by the  manager,  provided  that  the  investment  is
consistent  with the fund's  investment  policies  and  restrictions.  Under the
Investment  Company  Act of 1940 (the  "Investment  Company  Act"),  the  fund's
investment  in such  securities,  subject to certain  exceptions,  currently  is
limited to (a) 3% of the total voting stock of any one investment  company,  (b)
5% of the fund's total assets with respect to any one investment company and (c)
10% of the fund's total assets in the aggregate.  Such purchases will be made in
the open market  where no  commission  or profit to a sponsor or dealer  results
from  the  purchase  other  than  the  customary  brokers'  commissions.   As  a
shareholder of another  investment  company, a fund would bear, along with other
shareholders,  its pro rata portion of the other investment  company's expenses,
including  advisory fees.  These expenses would be in addition to the management
fee that each fund bears directly in connection with its own operations.

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.

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.  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.






RESTRICTED AND ILLIQUID SECURITIES

The funds may, from time to time,  purchase  restricted or illiquid  securities,
including  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. Accordingly, the Board of Directors is responsible for
developing and  establishing  the guidelines and procedures for  determining the
liquidity  of Rule  144A  securities.  As  allowed  by Rule  144A,  the Board of
Directors of the funds has delegated the day-to-day  function of determining the
liquidity  of Rule  144A  securities  to the  advisor.  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 or  other
security  that  is  illiquid.  In such  an  event,  the  advisor  will  consider
appropriate remedies to minimize the effect on such fund's liquidity.

INVESTMENT POLICIES

Unless otherwise indicated,  with the exception of the percentage limitations on
borrowing,  the  restrictions  apply at the time  transactions are entered into.
Accordingly,  any later  increase or decrease  beyond the  specified  limitation
resulting  from a change  in a fund's  net  assets  will  not be  considered  in
determining whether it has complied with its investment restrictions.






*FUNDAMENTAL INVESTMENT POLICIES

The  funds'  investment  restrictions  are set  forth  below.  These  investment
restrictions  are  fundamental  and may not be  changed  without  approval  of a
majority of the  outstanding  votes of  shareholders of a fund, as determined in
accordance with the Investment Company Act.

- ------------------------- ------------------------------------------------------
SUBJECT                   POLICIES
- ------------------------- ------------------------------------------------------
Senior Securities         A fund may not  issue  senior  securities,
                          except as permitted under the Investment Company Act.
Borrowing                 A fund may not borrow money,  except that the fund may
                          borrow money for temporary or emergency  purposes (not
                          for   leveraging  or  investment)  in  an  amount  not
                          exceeding   33-1/3%   of  the  fund's   total   assets
                          (including  the  amount   borrowed)  less  liabilities
                          (other than borrowings).
Lending                   A fund  may not lend any  security  or make any  other
                          loan if, as a result,  more than 33-1/3% of the 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.
Real Estate               A fund may not  purchase  or sell  real  estate
                          unless acquired as a result of ownership of securities
                          or other  instruments.  This policy  shall not prevent
                          the  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.
Concentration             A  fund  may  not   concentrate   its  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).
Underwriting              A fund  may not act as an  underwriter  of  securities
                          issued by others,  except to the extent  that the fund
                          may be considered an underwriter within the meaning of
                          the  Securities  Act of  1933  in the  disposition  of
                          restricted securities.
Commodities               A fund may 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 fund from purchasing or selling
                          options and futures  contracts  or from  investing  in
                          securities  or other  instruments  backed by  physical
                          commodities.
Control                   A fund may not invest for purposes of exercising 
                          control over management.
- ------------------------- ------------------------------------------------------

For purposes of the investment  restriction  relating to  concentration,  a fund
shall not purchase any  securities  that would cause 25% or more of the value of
the fund's total assets at the time of purchase to be invested in the securities
of one or more issuers  conducting  their principal  business  activities in the
same  industry,  provided  that  (a)  there is no  limitation  with  respect  to
obligations issued or guaranteed by the U.S. government, any state, territory or
possession  of the United  States,  the  District  of  Columbia  or any of their
authorities,   agencies,   instrumentalities   or  political   subdivisions  and
repurchase  agreements  secured by such  instruments,  (b) wholly owned  finance
companies  will be considered to be in the  industries of their parents if their
activities are primarily related to financing the activities of the parents, (c)
utilities will be divided  according to their  services,  for example,  gas, gas
transmission, electric and gas, electric and telephone will each be considered a
separate  industry,  and (d) personal credit and business credit businesses will
be considered separate industries.






*NONFUNDAMENTAL INVESTMENT POLICIES

In  addition,  the funds are  subject  to the  following  additional  investment
restrictions  that  are not  fundamental  and may be  changed  by the  Board  of
Directors.

- --------------------------- ----------------------------------------------------
SUBJECT                     POLICIES
- --------------------------- ----------------------------------------------------
Diversification             A  fund  may  not  purchase  additional   investment
                            securities  at any  time  during  which  outstanding
                            borrowings  exceed  5% of the  total  assets  of the
                            fund.
Liquidity                   A fund may not purchase any security or enter into a
                            repurchase  agreement if, as a result, more than 15%
                            of its net assets (10% for the money  market  funds)
                            would  be  invested  in  repurchase  agreements  not
                            entitling  the holder to payment  of  principal  and
                            interest  within seven days and in  securities  that
                            are  illiquid  by  virtue  of legal  or  contractual
                            restrictions  on resale or the  absence of a readily
                            available market.
Short Sales                 A fund may 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  transactions  in futures
                            contracts  and options are not deemed to  constitute
                            selling securities short.
Margin                      A fund  may 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  corporation  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  agency  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 restrictive industry classifications may,
however,  cause the funds to forego investment  possibilities that may otherwise
be available to them under the Investment Company Act.

PORTFOLIO TURNOVER

The  portfolio  turnover  rates of the funds (other than the Global  Growth) are
shown in the Financial Highlights table in the prospectus.

The manager will purchase and sell  securities  without  regard to the length of
time the  security  has been held.  Accordingly,  the funds'  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 the fund. In order to achieve each
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 manger  believes that
the security 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,  the equity funds may
decrease or eliminate  entirely  their equity  positions and increase their cash
positions, and when a rise in price levels is anticipated,  the equity funds may
increase their equity positions and increase their cash positions.  However,  it
should be expected that the funds 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 the fund's  objectives,  the manager  believes  that the
rate of portfolio  turnover is irrelevant  when it believes a change is in order
to achieve those objectives.  As a result,  the fund's annual portfolio turnover
rate  cannot be  anticipated  and may be higher  than  other  mutual  funds with
similar investment  objectives.  Higher turnover would generate  correspondingly
greater brokerage commissions, which is a cost the funds pay directly. Portfolio
turnover may also affect the character of capital gains realized and distributed
by the fund,  if any,  since  short-term  capital  gains are taxable as ordinary
income.  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  in  the  past  should  not  be   considered  as  a
representation of the rates that will be attained in the future.

MANAGEMENT

*THE BOARD OF DIRECTORS

The Board of Directors  oversees the  management of the funds and meets at least
quarterly  to  review  reports  about  fund  operations.  Although  the Board of
Directors  does not manage the funds,  it has hired the  advisor to do so.  More
than half of the directors are  "independent"  of the funds'  advisor,  that is,
they are not employed by and have no financial interest in the advisor.

The individuals  listed in the table below whose names are marked by an asterisk
(*) are interested  persons of the funds (as defined in the  Investment  Company
Act) by virtue of, among other considerations, their affiliation with either the
funds; the advisor,  American Century  Investment  Management,  Inc. (ACIM); the
funds' agent for transfer and administrative services, American Century Services
Corporation  (ACSC); the funds' distribution agent and  co-administrator,  Funds
Distributor,  Inc. (FDI); the parent  corporation,  American Century  Companies,
Inc. (ACC) or ACC's  subsidiaries;  or other funds advised by the advisor.  Each
director  listed  below  serves  as a  director  of  six  registered  investment
companies in the American Century family of funds, which are also advised by the
advisor.  The address at which each  director  listed below is American  Century
Tower I, 4500 Main Street, Kansas City, Missouri 64111.

<TABLE>
- -------------------------------------- ------------------------- -----------------------------------------------------------
NAME (AGE)                             POSITION(S) HELD WITH     PRINCIPAL OCCUPATION(S)
ADDRESS                                FUND                      DURING PAST 5 YEARS
- -------------------------------------- ------------------------- -----------------------------------------------------------
<S>                                    <C>                       <C>
James E. Stowers, Jr.* (74)            Director, Chairman of     Chairman, Director and controlling shareholder, ACC,
                                       the Board                 Chairman and Director, ACIM and ACIS
James E. Stowers III* (39)             Director                  Director and Chief Executive Officer, ACC, ACIM and ACIS
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. (65)           Director                  Retired, formerly a general surgeon
Andrea C. Hall, Ph.D. (54)             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, Service Tech, Inc., Hathaway
                                                                 Corporation, and J.D. Edwards & Company
Donald H. Pratt (60)                   Director, Vice Chairman   President and Director, Butler Manufacturing Company
                                       of the Board
Lloyd T. Silver, Jr. (70)              Director                  President, LSC, Inc., manufacturer's representative
M. Jeannine Strandjord (52)            Director                  Senior Vice President, Finance, Sprint Corporation;
                                                                 Director, DST Systems, Inc.
- -------------------------------------- ------------------------- -----------------------------------------------------------






*COMMITTEES

The Board has four  standing  committees  to oversee  specific  functions of the
funds'  operations.  Other  than  the  Nominating  Committee,  only  independent
directors serve on these committees.  Information about these committees appears
in the table below. The Director first named acts as chairman of the committee.


- ------------------- ----------------------------- ---------------------------------------------------------------------
COMMITTEE           MEMBERS                       FUNCTION OF COMMITTEE
- ------------------- ----------------------------- ---------------------------------------------------------------------
Executive           James E. Stowers III          The Executive Committee performs the functions of the Board of
                    Donald H. Pratt               Directors between Board meetings, subject to the limitations on its
                                                  power set out in the Maryland General Corporation Law, and except
                                                  for matters required by the Investment Company Act to be acted upon
                                                  by the whole Board.
- ------------------- ----------------------------- ---------------------------------------------------------------------
Compliance          Donald H. Pratt               The Compliance Committee reviews the results of the funds'
                    Lloyd T. Silver, Jr.          compliance testing program, reviews quarterly reports from the
                    Andrea C. Hall, Ph.D.         advisor to the Board regarding various compliance matters and
                                                  monitors the implementation of the funds' Code of Ethics, including
                                                  any violations thereof.
- ------------------- ----------------------------- ---------------------------------------------------------------------
Audit               M. Jeannine Strandjord        The Audit Committee recommends the engagement of the funds'
                    Robert W. Doering, M.D.       independent auditor and oversees its activities. The Committee
                    D.D. (Del) Hock               receives reports from the advisor's Internal Audit Department,
                                                  which is accountable solely to the Committee.  The Committee
                                                  also receives  reporting about compliance matters affecting
                                                  the funds.
- ------------------- ----------------------------- ---------------------------------------------------------------------
Nominating          Donald H. Pratt               The Nominating Committee primarily considers and recommends
                    D.D. (Del) Hock               individuals for nomination as directors. The names of potential
                    James E. Stowers III          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.
- ------------------- ----------------------------- ---------------------------------------------------------------------
</TABLE>

*COMPENSATION OF DIRECTORS

The  directors  also serve as directors  for five  American  Century  investment
companies other than American Century World Mutual Funds, Inc. Each director who
is not an "interested  person" as defined in the Investment Company Act receives
compensation  for  service  as a member of the  Board of all six such  companies
based on a schedule  that takes into account the number of meetings held and the
assets of the funds for which the meetings are held. These fees and expenses are
divided among the six investment  companies  based, in part, upon their relative
net assets.  Under the terms of the management  agreement with the advisor,  the
funds are responsible for paying such fees and expenses.






The table  presented  shows  the  aggregate  compensation  paid by ACWMF for the
periods indicated and by the American Century family of funds as a whole to each
trustee who is not an "interested  person" as defined in the Investment  Company
Act.

Aggregate Director Compensation for Fiscal Year Ended November 30, 1998
- --------------------------- -------------------------- -------------------------
                                                       TOTAL COMPENSATION FROM
                                                                 THE
                             TOTAL COMPENSATION FROM   AMERICAN CENTURY FAMILY
                                      ACIM2                   OF FUNDS3

NAME OF DIRECTOR1
- --------------------------- -------------------------- -------------------------
James E. Stowers, Jr.           [INFORMATION NOT            YET AVAILABLE]
James E. Stowers III
Thomas A. Brown
Robert W. Doering, M.D.
Andrea C. Hall, Ph.D.
D.D. (Del) Hock
Donald H. Pratt
Lloyd T. Silver, Jr.
M. Jeannine Strandjord
- --------------------------- -------------------------- -------------------------

1    Interested directors receive no compensation for their services as such.

2    Includes  compensation  paid to the directors  during the fiscal year ended
     November 30, 1998,  and also includes  amounts  deferred at the election of
     the directors under the American  Century  Deferred  Compensation  Plan for
     Non-Interested  Directors  and  Trustees.  The  total  amount  of  deferred
     compensation  included in the preceding  table is as follows:  [INFORMATION
     NOT YET AVAILABLE].

3    Includes  compensation  paid by the 13  investment  company  members of the
     American Century family of funds.

The funds have  adopted the  American  Century  Deferred  Compensation  Plan for
Non-Interested Directors and Trustees. Under the plan, the independent directors
may defer  receipt of all or any part of the fees to be paid to them for serving
as directors of the funds.

Under the plan, all deferred fees are credited to an account  established in the
name of the  directors.  The amounts  credited to the account  then  increase or
decrease,  as the case may be, in accordance with the performance of one or more
of the American  Century  funds that are selected by the  director.  The account
balance  continues  to  fluctuate  in  accordance  with the  performance  of the
selected  fund or funds  until  final  payment of all  amounts  credited  to the
account.  Directors are allowed to change their designation of mutual funds from
time to time.

No deferred fees are payable until such time as a director  resigns,  retires or
otherwise ceases to be a member of the Board of Directors. Directors may receive
deferred fee account  balances either in a lump sum payment or in  substantially
equal installment payments to be made over a period not to exceed 10 years. Upon
the death of a director, all remaining deferred fee account balances are paid to
the director's beneficiary or, if none, to the director's estate.

The plan is an unfunded plan and,  accordingly,  the funds have no obligation to
segregate assets to secure or fund the deferred fees. The rights of directors to
receive  their  deferred  fee account  balances  are the same as the rights of a
general unsecured  creditor of the funds. The plan may be terminated at any time
by the  administrative  committee of the plan. If  terminated,  all deferred fee
account balances will be paid in a lump sum.

[No  deferred  fees were paid to any  director  under the plan during the fiscal
year ended November 30, 1998]

*OFFICERS

Background for the officers of the funds is provided below. All persons named as
officers  of the  funds  also  serve  in  similar  capacities  for the 12  other
investment  companies advised by American Century. Not all officers of the funds
are listed;  only those  officers with  policy-making  functions are listed.  No
officer is  compensated  for his or her service as an officer of the funds.  The
individuals  listed in the table below are  interested  persons of the funds (as
defined in the Investment Company Act) by virtue of, among other considerations,
their  affiliation  with  either the funds,  the  holding  company of the funds'
investment advisor and transfer agent (ACC), ACC's subsidiaries  (including ACIM
and ACSC), or the funds' distributor (FDI), as specified in the following table.

<TABLE>
- -------------------------------------- ---------------- ----------------------------------------------------------------
NAME (AGE)                             POSITION(S)      PRINCIPAL OCCUPATION(S)
ADDRESS                                HELD WITH FUND   DURING PAST 5 YEARS
- -------------------------------------- ---------------- ----------------------------------------------------------------
<S>                                    <C>              <C>
George A. Rio (43)                     President        Executive Vice President and Director of Client Services, FDI
4500 Main Street                                        (March 1998 to present)
Kansas City, MO 64111                                   Senior Vice President and Senior Key Account Manager, Putnam
                                                        Mutual Funds (June 1995 to March 1998)
                                                        Director Business Development, First Data Corporation (May
                                                        1994 to June 1995)
                                                        Senior Vice President and Manager of Client Services and
                                                        Director of Internal Audit, The Boston Company, Inc.
                                                        (September 1983 to May 1994)

Christopher J. Kelley (34)             Vice President   Vice President and Associate General Counsel, FDI (since July
4500 Main Street                                        1996)
Kansas City, MO 64111                                   Assistant Counsel, Forum Financial Group (April 1994 to July
                                                        1996)
                                                        Compliance Officer, Putnam Investments (1992 to April 1994).

Mary A. Nelson (34)                    Vice President   Vice President and Manager of Treasury Services and
4500 Main Street                                        Administration, FDI (1994 to present)
Kansas City, MO 64111                                   Assistant Vice President and Client Manager, The Boston
                                                        Company, Inc. (from 1989 to 1994).

Maryanne Roepke, CPA (43)              Vice President   Senior Vice President, Treasurer and Principal Accounting,
4500 Main Street                       and Treasurer    ACSC
Kansas City, MO 64111

David C. Tucker (40)                   Vice President   Senior Vice President and General Counsel, ACSC  and ACIM
4500 Main Street                       and Treasurer    (June 1998 to present)
Kansas City, MO 64111                                   General Counsel, ACC (June 1998 to present)
                                                        Consultant  (May 1997 to April 1998)
                                                        Vice President and General Counsel, Janus Companies (1990 to
                                                        May 1997).

Paul J. Carrigan, Jr. (49)             Secretary        Director of Legal Operations (February 1996 to present)
4500 Main Street                                        Board Communications Manager, The Benham Company (April 1994
Kansas City, MO 64111                                   to January 1996)
                                                        Legal Coordinator, State of California Health & Welfare Agency
                                                        (February 1992 to March 1994)

C. Jean Wade (35)                      Controller       Controller-Fund Accounting, ACSC
4500 Main Street
Kansas City, MO 64111

Jon Zindel (32)                        Tax Officer      Director of Taxation, ACSC (since 1996)
4500 Main Street                                        Tax Manager, Price Waterhouse LLPC (1989)
Kansas City, MO 64111
- -------------------------------------- ---------------- ----------------------------------------------------------------
</TABLE>






*THE FUNDS' BIGGEST SHAREHOLDERS

As of March 1, 1999, the following companies were the record owners of more than
5% of a fund's outstanding shares:
                                              
                                                                % OF SHARES 
FUND                           SHAREHOLDER   # OF SHARES HELD   OUT-STANDING
- --------------------------------------------------------------------------------
Global Growth
International Growth
International Discovery                 [INFORMATION NOT YET AVAILABLE]
Emerging Markets

The funds are unaware of any other  shareholders,  beneficial or of record,  who
own more than 5% of a fund's  outstanding  shares.  As of December 31, 1998, the
officers and directors of the funds, as a group,  own less than 1% of any fund's
outstanding shares.

SERVICE PROVIDERS

The funds have no employees.  To conduct the funds' day-to-day  activities,  the
funds have hired a number of service  providers.  Each  service  provider  has a
specific function to fill on behalf of the funds and is described below.

The advisor and the transfer agent, ACSC, are both wholly owned by ACC. James E.
Stowers  Jr.,  Chairman of ACC,  controls  ACC by virtue of his  ownership  of a
majority of its common stock.

*INVESTMENT ADVISOR

Each fund has an  investment  management  agreement  with the advisor,  American
Century  Investment  Management,  Inc., dated August 1, 1997. This agreement was
approved by the shareholders of each of the funds on June 2, 1997.

A description of the  responsibilities  of the advisor appears in the Prospectus
under the caption "Management."

For the services provided to the funds, the advisor receives a monthly fee based
on a percentage of the average net assets of the fund as follows:

Fund                                     Percent of Average Net Assets

Global Growth                            1.30% of first $1 billion
                                         l.15% of the next $1 billion
                                         1.05% over $2 billion

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

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

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

On the first  business day of each month,  the funds pay a management fee to the
advisor for the previous  month at the specified  rate. The fee for the previous
month  is  calculated  by  multiplying  the  applicable  fee for the fund by the
aggregate average daily closing value of a 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  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 (1) the funds'
Board of  Directors,  or by the vote of a  majority  of  outstanding  votes  (as
defined in the Investment  Company Act) and (2) by the vote of a majority of the
directors  of the funds  who are not  parties  to the  agreement  or  interested
persons of the  advisor,  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 outstanding  votes,  on 60 days' written notice to the advisor,  and
that it shall be automatically terminated if it is assigned.

The  management  agreement  provides that the advisor 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 and duties.

The  management  agreement  also  provides  that the advisor  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 advisor. 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 fund.  In
addition,  purchases  or sales of the same  security may be made for two or more
clients or fund on the same date.  Such  transactions  will be  allocated  among
clients in a manner  believed by the advisor 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 advisor may  aggregate  purchase and sale orders of the funds with  purchase
and sale  orders  of its  other  clients  when the  advisor  believes  that such
aggregation  provides  the best  execution  for the funds.  The funds'  Board of
Directors has approved the policy of the advisor 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
advisor  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  advisor
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.






Investment  management  fees  paid by each  fund for the  fiscal  periods  ended
November 30, 1998, 1997 and 1996, are indicated in the following table.

UNIFIED MANAGEMENT FEES
- ------------------------ ----------------- ------------------ ------------------
FUND                           1998               1997              1996
- ------------------------ ----------------- ------------------ ------------------
Global Growth                  DATA
International Growth           NOT            $22,689,978       $21,271,619
International Discovery        YET              9,602,636         4,421,277
Emerging Markets            AVAILABLE              33,065

**CALLOUT BOX********

Other Advisory Relationships

In addition  to  managing  the funds,  the  advisor  also acts as an  investment
advisor to XX institutional  accounts and to the following registered investment
companies:

 American Century Mutual Funds, Inc.
 American Century Premium Reserves, Inc.
 American Century Variable Portfolios, Inc.
 American Century Capital Portfolios, Inc.
 American Century Strategic Asset Allocations, Inc.
 American Century Municipal Trust
 American Century Government Income Trust
 American Century Investment Trust
 American Century Target Maturities Trust
 American Century Quantitative Equity Funds
 American Century International Bond Funds.
 American Century California Tax-Free and Municipal Funds

**END CALLOUT BOX******

*TRANSFER AGENT AND ADMINISTRATOR

American Century Services  Corporation,  4500 Main Street, Kansas City, Missouri
64111,  acts as  transfer  agent and  dividend  paying  agent for the funds.  It
provides physical facilities,  computer hardware and software and personnel, for
the day-to-day  administration of the funds and of the advisor. The advisor pays
American Century Services Corporation for such services.

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.

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

*DISTRIBUTOR

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

The  distributor  is  the  principal  underwriter  of  the  funds'  shares.  The
distributor makes a continuous,  best efforts underwriting of the funds' shares.
This means that the distributor has no liability for unsold shares.

OTHER SERVICE PROVIDERS

*CUSTODIAN BANKS

Chase Manhattan Bank, 770 Broadway,  10th Floor,  New York, New York 10003-9598,
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 is the  independent  auditor of the funds.  The address of
Deloitte & Touche LLP is 1010 Grand Avenue,  Kansas City, Missouri 64106. As the
independent auditor 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.

Ernst & Young,  LLP,  One Kansas  City Place,  1200 Main  Street,  Kansas  City,
Missouri  64105,  served as  independent  auditors  for the funds for the period
ended November 30, 1996.

Baird, Kurtz & Dobson, 1100 Main Street,  Kansas City, Missouri 64105, served as
independent accountants for the funds for the period ended November 30, 1995 and
1994 and for all prior periods.

BROKERAGE ALLOCATION

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 below when selecting brokers.

The manager receives  statistical and other information and services,  including
research,  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
will be in addition to and not in lieu of services  required to be  performed 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 years ended November 30, 1998,  1997 and 1996, the brokerage  commissions
of each fund were as follows:

- ------------------------ -------------- ----------------- ------------------
         FUND                 1998            1997               1996
- ------------------------ -------------- ----------------- ------------------
Global Growth                 DATA
International Growth        NOT YET       $10,870,947        $9,717,846
International Discovery       YET           5,153,755         2,886,323
Emerging Markets           AVAILABLE           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  effect  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  often  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 regularly place its  over-the-counter
transactions  with  principal  market  makers,  but may also deal on a brokerage
basis when utilizing electronic trading networks or as circumstances warrant.

INFORMATION ABOUT FUND SHARES

Each  of the 4  funds  named  on the  front  of  this  Statement  of  Additional
Information is a series of shares issued by the registrant,  ACWMF. In addition,
each series (or fund) may be divided into separate classes.  See "MULTIPLE CLASS
STRUCTURE"  that  follows.  Additional  funds and classes may be added without a
shareholder vote.

Each fund votes separately on matters  affecting that fund  exclusively.  Voting
rights are not  cumulative,  so that investors  holding more than 50% of ACWMF's
(i.e., all funds') outstanding shares may be able to elect a Board of Directors.
ACWMF instituted  dollar-based voting,  meaning that the number of votes you are
entitled to is based upon the dollar amount of your investment.  The election of
directors  is  determined  by the votes  received  from all  ACWMF  shareholders
without regard to whether a majority of shares of any one fund voted in favor of
a particular nominee or all nominees as a group.

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 profit (or losses) of  investment  and
other assets held for each series or class. Your rights as a shareholder are the
same for all series or class 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.

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.

Each shareholder has rights to dividends and distributions  declared by the fund
he or she owns and to the net  assets  of such  fund  upon  its  liquidation  or
dissolution  proportionate  to his or her share ownership  interest in the fund.
Shares  of each  fund  have  equal  voting  rights,  although  each  fund  votes
separately on matters affecting that fund exclusively.

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.  Not all funds offer
all four classes.

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  beginning  on page XX), and the Advisor
Class shares are subject to a Master Distribution and Shareholder  Services Plan
(described  beginning  on page XX).  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 12-1  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 shareholder 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  Prospectuses,  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 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, (a) receiving, aggregating and processing purchase, exchange and
redemption  requests  from  beneficial  owners  (including  contract  owners  of
insurance  products  that utilize the funds as underlying  investment  media) of
shares  and  placing   purchase,   exchange  and  redemption   orders  with  the
Distributor;  (b) providing  shareholders with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(c)  processing  dividend  payments  from a fund on behalf of  shareholders  and
assisting  shareholders in changing dividend options,  account  designations and
addresses; (d) providing and maintaining elective services such as check writing
and wire transfer services;  (e) acting as shareholder of record and nominee for
beneficial owners; (f) maintaining account records for shareholders and/or other
beneficial  owners;  (g) issuing  confirmations of  transactions;  (h) providing
subaccoutning  with respect to shares  beneficially  owned by customers of third
parties  or  providing  the   information  to  a  fund  as  necessary  for  such
subaccounting;  (i) preparing and forwarding shareholder communications from the
funds (such as proxies,  shareholder reports,  annual and semi-annual  financial
statements and dividend,  distribution  and tax notices) to shareholders  and/or
other  beneficial  owners;  (j)  providing  other  similar   administrative  and
sub-transfer agency services; and (k) 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  Prospectuses,  the funds'  Advisor Class of shares are 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 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,  (a) the  payment  of  sales
commissions,  on going  commissions  and other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (b)  compensation to registered  representatives  or other
employees of  Distributor  who engage in or support  distribution  of the funds'
Advisor Class shares; (c) compensation to, and expenses  (including overhead and
telephone  expenses)  of,   Distributor;   (d)  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the funds'  shareholders and prospective
shareholders;  (f)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information,  and shareholder reports; (g) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (h) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (i)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (j) the  providing of other  reasonable  assistance in
connection  with  the  distribution  of  fund  shares;  (k) the  organizing  and
conducting  of sales  seminars  and  payments in the form of  transactional  and
compensation  or promotional  incentives;  (l) profit on the foregoing;  (m) 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 (n)
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.

BUYING AND SELLING FUND SHARES

Information about buying, selling and exchanging fund shares is contained in the
American  Century  Investor  Services Guide. The guide is available to investors
without charge and may be obtained by calling us.

VALUATION OF A FUND'S SECURITIES

Each fund's  share  price,  also  referred to as its net asset value  (NAV),  is
calculated  as of the close of  business  of the New York  Stock  Exchange  (the
Exchange),  usually at 4 p.m.  Eastern  time each day the  Exchange  is open for
business.  The Exchange has designated the following  holiday closings for 1999:
New Year's Day,  Martin  Luther  King Jr. Day,  Presidents'  Day,  Good  Friday,
Memorial Day,  Independence Day, Labor Day, Thanksgiving Day and Christmas Day).
Although  the funds  expect the same  holiday  schedule  to be  observed  in the
future, the Exchange may modify its holiday schedule at any time.

The advisor  typically  completes  its trading on behalf of each fund in various
markets before the Exchange closes for the day. Each fund's NAV is calculated by
adding  the  value of all  portfolio  securities  and  other  assets,  deducting
liabilities  and  dividing  the  result by the  number  of  shares  outstanding.
Expenses and interest earned on portfolio securities are accrued daily.

The  portfolio  securities  of the fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  are  generally  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily  traded or as of the close of the New
York Stock  Exchange,  if that is earlier.  That value is then converted to U.S.
dollars at the prevailing  foreign exchange rate. 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.

Debt  securities  maturing within 60 days of the valuation date may be valued at
cost,  plus or minus any  amortized  discount  or premium,  unless the  trustees
determine  that this would not  result in fair  valuation  of a given  security.
Other assets and securities for which  quotations are not readily  available are
valued in good faith at their fair value using methods  approved by the Board of
Directors.

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  the  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 the fund's  portfolio may be affected on days when
shares of the fund may not be purchased or redeemed.

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.

TAXES

*FEDERAL INCOME TAXES

Each fund intends to qualify annually as a "regulated  investment company" under
Subchapter M of the Internal  Revenue Code of 1986, as amended (the "Code").  By
so  qualifying,  a fund will be exempt from  federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and net
realized capital gains (if any) to shareholders. If a fund fails to qualify as a
regulated  investment  company,  it  will be  liable  for  taxes,  significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat  distributions  of the funds in the manner  they were  realized  by the
funds.

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 quality 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  greater  than 12 months but not more than 18 months (28% rate gain) and/or
assets held  greater  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  distributions  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.

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

Redemption  of  shares  of a fund  (including  redemption  made  in an  exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will  generally  recognize  gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be considered long term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  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%,  minimum  of 10%  (20%  rate
gain/loss)  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 Code, resulting in a postponement of the
recognition of such loss for federal income tax purposes.

*STATE AND LOCAL TAXES

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

HOW FUND PERFORMANCE INFORMATION IS CALCULATED

The funds may quote  performance in various ways. Fund  performance may be shown
by presenting one or more performance  measurements,  including cumulative total
return, average annual total return or yield.

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.

Total returns quoted in advertising and sales literature  reflect all aspects of
a fund's return,  including the effect of reinvesting dividends and capital gain
distributions (if any) and any change in the fund's NAV during the period.

Average annual total returns are calculated by determining the growth or decline
in value  of a  hypothetical  historical  investment  in a fund  during a stated
period and then calculating the annually  compounded  percentage rate that would
have produced the same result if the rate of growth or decline in value had been
constant  throughout the period.  For example, a cumulative total return of 100%
over 10 years  would  produce an average  annual  return of 7.18%,  which is the
steady  annual  rate that would equal 100%  growth on a  compounded  basis in 10
years.  While average  annual total returns are a convenient  means of comparing
investment alternatives, investors should realize that the funds' performance is
not constant over time, but changes from  year-to-year,  and that average annual
total  returns  represent  averaged  figures as  opposed to actual  year-to-year
performance.






The following  tables set forth the average  annual total return for the various
classes  of the funds for the one-,  five- and  10-year  periods  (or the period
since  inception)  ended  November 30, 1998,  the last day of the funds'  fiscal
year.

AVERAGE ANNUAL TOTAL RETURNS - INVESTOR CLASS
- --------------------------- ---------- ----------- ------------ ----------------
FUND                          1 YEAR     5 YEARS     10 YEARS    FROM INCEPTION
- --------------------------- ---------- ----------- ------------ ----------------
Global Growth1
International Growth2
International Discovery3
Emerging Markets4

(1) Commenced operations on December 1, 1998
(2) Commenced operations on May 9, 1991
(3) Commenced operations on April 1, 1994
(4) Commenced operations on September 30, 1997


AVERAGE ANNUAL TOTAL RETURNS - INSTITUTIONAL CLASS
- --------------------------- ---------- ----------- ------------ ----------------
FUND                          1 YEAR     5 YEARS     10 YEARS    FROM INCEPTION
- --------------------------- ---------- ----------- ------------ ----------------
International Growth1
International Discovery2

(1) Commenced operations on November 20, 1997
(2) Commenced operations on January 2, 1998


AVERAGE ANNUAL TOTAL RETURNS - ADVISOR CLASS
- -------------------------- ---------- ----------- ------------ ----------------
                                                               
FUND                         1 YEAR     5 YEARS     10 YEARS    FROM INCEPTION
- -------------------------- ---------- ----------- ------------ ----------------
International Growth1
International Discovery3

(1) Commenced operations on October 1, 1996
(2) Commenced operations on April 28, 1998

In addition to average annual total returns,  each fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated  period,  including  periods  other  than one,  five and 10 years.
Average annual and  cumulative  total returns may be quoted as percentages or as
dollar  amounts  and may be  calculated  for a single  investment,  a series  of
investments,  or a series of redemptions over any time period. Total returns may
be broken down into their  components of income and capital  (including  capital
gains and  changes  in share  price) to  illustrate  the  relationship  of these
factors and their contributions to total return.

*ADDITIONAL PERFORMANCE COMPARISONS

The funds'  performance  may be compared  with the  performance  of other mutual
funds  tracked by mutual  fund rating  services or with other  indexes of market
performance.  This may include  comparisons with funds that, unlike the American
Century funds, are sold with a sales charge or deferred sales charge. Sources of
economic  data that may be used for such  comparisons  may include,  but are not
limited to, U.S. Treasury bill, note and bond yields,  money market fund yields,
U.S.  government debt and percentage held by foreigners,  the U.S. money supply,
net  free  reserves,  and  yields  on  current-coupon  GNMAs  (source:  Board of
Governors of the Federal Reserve  System);  the federal funds and discount rates
(source:  Federal  Reserve  Bank of New York);  yield  curves for U.S.  Treasury
securities and AA/AAA-rated  corporate  securities (source:  Bloomberg Financial
Markets);  yield curves for AAA-rated  tax-free  municipal  securities  (source:
Telerate);  yield curves for foreign government  securities (sources:  Bloomberg
Financial  Markets and Data  Resources,  Inc.);  total  returns on foreign bonds
(source:  J.P.  Morgan  Securities  Inc.);  various U.S. and foreign  government
reports;  the junk bond market (source:  Data Resources,  Inc.); the CRB Futures
Index  (source:  Commodity  Index Report);  the price of gold  (sources:  London
a.m./p.m.  fixing and New York Comex Spot Price); rankings of any mutual fund or
mutual fund category tracked by Lipper Analytical Services, Inc. or Morningstar,
Inc.;  mutual  fund  rankings   published  in  major,   nationally   distributed
periodicals;  data  provided  by  the  Investment  Company  Institute;  Ibbotson
Associates,  Stocks, Bonds, Bills, and Inflation;  major indexes of stock market
performance;  and  indexes and  historical  data  supplied  by major  securities
brokerage or investment advisory firms. The funds also may utilize reprints from
newspapers  and magazines  furnished by third  parties to illustrate  historical
performance or to provide general information about the funds.

*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 that have invested in one or more of the
funds. The funds may also include calculations, such as hypothetical compounding
examples, which describe hypothetical investment results in such communications.
Such performance examples will be based on an express set of assumptions and are
not indicative of the performance of any of the funds.

*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.

FINANCIAL STATEMENTS

The financial statements of the funds (other than Global Growth),  including the
Statements of Assets and  Liabilities  and the  Statements of Operations for the
fiscal year ended November 30, 1998, and the Statements of Changes in Net Assets
for the fiscal  years  ended  November  30, 1997 and 1998,  are  included in the
Annual Reports to shareholders  for the fiscal year ended November 30, 1998. The
report on the financial  highlights  for the fiscal years 1994,  1995,  1996 and
1997 are  included  in the Annual  Reports to  shareholders  for the fiscal year
ended  November  30, 1997.  Each such Annual  Report is  incorporated  herein by
reference.  You may receive copies of the reports without charge upon request to
American Century at the address and phone number shown on the back cover of this
Statement of Additional Information.

EXPLANATION OF FIXED INCOME SECURITIES RATINGS

As  described in the  Prospectus  and in this SAI, the funds may invest in fixed
income  securities.  Those investments,  however,  are subject to certain credit
quality  restrictions.  The  following  is a summary  of the  rating  categories
referenced in such disclosure.


BOND RATINGS
- ------------- ------------- ----------------------------------------------------
    S&P         MOODY'S     DESCRIPTION
- ------------- ------------- ----------------------------------------------------
    AAA          Aaa        These are the  highest  ratings  assigned by S&P
                            and Moody's to a debt  obligation  and  indicates an
                            extremely  strong capacity to pay interest and repay
                            principal.
     AA           Aa        Debt rated in this category is considered to have
                            a very  strong  capacity to pay  interest  and repay
                            principal and differs from AAA/Aaa  issues only in a
                            small degree.
     A             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          Baa        Debt  rated  BBB/Baa  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            Ba       Debt rated BB/Ba 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             B        Debt rated B has a greater  vulnerability to default
                            but  currently  has the  capacity  to meet  interest
                            payments and principal repayments. Adverse business,
                            financial or economic  conditions will likely impair
                            capacity or  willingness  to pay  interest and repay
                            principal.  The B rating  category  is also used for
                            debt subordinated to senior debt that is assigned an
                            actual or implied BB/Ba or BB-/Ba3 rating.          
    CCC           Caa       Debt  rated  CCC/Caa  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/Caa rating category is also
                            used for debt  subordinated  to senior  debt that is
                            assigned an actual or implied B or B-/B3 rating.    
     CC            Ca       The  rating  CC/Ca  typically  is  applied  to  debt
                            subordinated  to  senior  debt that is  assigned  an
                            actual or implied CCC/Caa rating.                   
     C              C       The  rating  C  typically   is  applied  to  debt
                            subordinated  to senior  debt,  which is assigned an
                            actual  or  implied  CCC-/Caa3  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             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 Standard & Poor's
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.  Similarly,
Moody's adds numerical  modifiers (1,2,3) to designate  relative standing within
its major bond rating categories. Fitch Investors Service, Inc. also rates bonds
and uses a ratings system that is substantially similar to that used by Standard
& Poor's.

<TABLE>
Commercial Paper Ratings
- ------------- --------------- -------------------------------------------------------------------------------------------
S&P           MOODY'S         DESCRIPTION
- ------------- --------------- -------------------------------------------------------------------------------------------
<S>           <C>             <C>  
A-1           Prime-1         This indicates that the degree of safety regarding timely payment is strong. Standard &
              (P-1)           Poor's rates those issues determined to possess extremely strong safety characteristics
                              as A-1+.
A-2           Prime-2         Capacity for timely payment on commercial paper is satisfactory, but the relative degree
              (P-2)           of safety is not as high as for issues designated A-1. Earnings trends and coverage
                              ratios,  while  sound,  will  be more  subject  to variation.  Capitalization characteristics, 
                              while still appropriated, may be more affected by external conditions. Ample alternate 
                              liquidity is maintained.
A-3           Prime-3         Satisfactory capacity for timely repayment. Issues that carry this rating are somewhat
              (P-3)           more vulnerable to the adverse changes in circumstances than obligations carrying the
                              higher designations.
- ------------- --------------- -------------------------------------------------------------------------------------------

Note Ratings
- ------------- --------------- -------------------------------------------------------------------------------------------
S&P           MOODY'S         DESCRIPTION
- ------------- --------------- -------------------------------------------------------------------------------------------
SP-1          MIG-1; VMIG-1   Notes are of the highest quality enjoying strong  protection from  established cash
                              flows  of  funds  for  their   servicing  or  from established and  broad-based access to 
                              the market for refinancing, or both.
SP-2          MIG-2; VMIG-2   Notes are of high quality, with margins of protection ample, although not so large as in
                              the preceding group.
SP-3          MIG-3; VMIG-3   Notes are of favorable quality, with all security  elements  accounted for, but lacking
                              the undeniable  strength of the preceding  grades.  Market access for refinancing, in 
                              particular, is likely to be less well established.
SP-4          MIG-4; VMIG-4   Notes  are  of  adequate  quality, carrying specific risk but having protection and
                              not distinctly or predominantly speculative.
- ------------- --------------- -------------------------------------------------------------------------------------------
</TABLE>






More  information  about  the  funds  is  contained  in the  funds'  annual  and
semiannual reports.  These contain more information about the funds' investments
and the market conditions and investment strategies that significantly  affected
the funds'  performance  during the most recent  six-month  fiscal  period.  The
annual and semiannual  reports are incorporated by reference into this SAI. This
means that it is legally part of this SAI.

* You can get the annual and  semiannual  reports for free and ask any questions
about the funds by contacting us at one of the addresses or phone numbers listed
below.

American Century Investments
P.O. Box 419200
Kansas City, Missouri  64141-6200

www.americancentury.com

Investor Services
1-800-345-2021 or 816-531-5575

Automated Information Line
1-800-345-8765

Corporate, Not-for-Profit, Keogh, SEP-, SARSEP-, SIMPLE -IRA and 403(b) Services
1-800-345-3533

Telecommunications Device for Deaf
1-800-634-4113 or 816-444-3485

Fax
816-340-7962

* If you own or are considering purchasing fund shares through

     * an employer-sponsored retirement plan
     * a bank
     * a broker-dealer
     * an insurance company
     * another  financial  intermediary  you can get the annual  and  semiannual
       reports directly from them.

* You can also get information about the funds from the SEC.

     * In person. Go to the SEC's Public Reference Room in Washington, D.C. Call
       1-800-SEC-0330 for information about location and hours of operation.
     * On the internet. Go to www.sec.gov.
     * By mail. Write to Public Reference Section of the Securities and Exchange
       Commission,  Washington, D.C.  20549-6009.  The SEC will charge a fee for
       copying the documents you request.

Investment Company Act File No. 811-6247
<PAGE>
PART C         OTHER INFORMATION

ITEW 23.       Exhibits (all exhibits not filed herewith are being  incorporated
               herein by reference).

               (a)  (1) 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).

                    (2)  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).

                    (3)  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).

                    (4)  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).

                    (5)  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).

                    (6)  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).

                    (7)  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).

                    (8) 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).

                    (9) Articles  Supplementary of American Century World Mutual
                    Funds, Inc. dated November 13, 1998 (filed electronically as
                    an  Exhibit  to  Post-Effective  Amendment  No.  12  to  the
                    Registration  Statement  of the  Registrant  on November 13,
                    1998, File No. 33-39242).

               (b)  (1)  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.

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

               (c)  Registrant hereby  incorporates by reference,  as though set
                    forth fully herein, Article Fifth, Article Seventh,  Article
                    Eighth,  and  Article  Ninth  of  Registrants   Articles  of
                    Incorporation, appearing as Exhibit (a)(1) to Post-Effective
                    Amendment No. 6 on Form N-1A of the Registrant,  and Article
                    Fifth of  Registrants  Articles  of  Amendment,  apearing as
                    Exhibit  (a)(2)  to  Post-Effective  Amendment  No. 9 to the
                    Registration Statement on March 30, 1998; and Sections 3, 4,
                    5, 7, 8, 9, 10,  11,  22,  25,  30, 31, 33, 39, 45 and 46 of
                    Registrants   By-Laws   appearing   as  Exhibit   (b)(1)  to
                    Post-Effective  Amendment  No. 6 on Form N-1A,  and Sections
                    25, 30 & 31 of  Registrants  By-Laws  appearing  as  Exhibit
                    (b)(2)  to  Post-Effective  Amendment  No. 9 on Form N-1A of
                    American Century Capital  Portfolios,  Inc.,  Commission No.
                    33-64872.

               (d)  (1)  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. 12 to the
                    Registration  Statement  of the  Registrant  on November 13,
                    1998, File No. 33-39242).

                    (2)  Addendum  to  Management   Agreement  between  American
                    Century  World  Mutual  Funds,  Inc.  and  American  Century
                    Investment  Management,  Inc.  dated December 1, 1998 (filed
                    electronically as an Exhibit to Post-Effective Amendment No.
                    12 to the Registration  Statement on November 13, 1998, File
                    No. 33-39242).

               (e)  (1)  Distribution  Agreement  between American Century World
                    Mutual Funds, Inc. and Funds Distributor, Inc. dated January
                    15,   1998   (filed   electronically   as  an   Exhibit   to
                    Post-Effective   Amendment   No.  28  to  the   Registration
                    Statement of American  Century  Target  Maturities  Trust on
                    January 30, 1998, File No. 2-94608).

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

                    (3) Amendment No. 2 to the  Distribution  Agreement  between
                    American   Century  World  Mutual  Funds,   Inc.  and  Funds
                    Distributor,    Inc.   dated   December   1,   1998   (filed
                    electronically as an Exhibit to Post-Effective Amendment No.
                    12 to  the  Registration  Statement  of  the  Registrant  on
                    November 13, 1998, File No. 33-39242).

                    (4) Amendment No. 3 to the  Distribution  Agreement  between
                    American   Century  World  Mutual  Funds,   Inc.  and  Funds
                    Distributor,    Inc.   dated   January   29,   1999   (filed
                    electronically as Exhibit e4 to Post-Effective Amendment No.
                    28 on Form N-1A of American Century California  Tax-Free and
                    Municipal Funds, on December 28, 1998, File No. 2-82734).

               (f)  Not applicable.

               (g)  (1) 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).

                    (2)  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).

                    (3)  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).

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

               (h)  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).

               (i)  Opinion and Consent of Counsel (filed herein as EX-99.i).

               (j)  (1)  Consent  of  Deloitte  &  Touche  LLP  to be  filed  by
                    amendment.

                    (2) Consent of Ernst & Young LLP to be filed by amendment.

                    (3)  Consent  of  Baird,  Kurtz  &  Dobson  to be  filed  by
                    amendment.

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

               (k)  Not applicable.

               (l)  Not applicable.

               (m)  (1) 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).

                    (2) 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).

                    (3) 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).

                    (4) 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).

                    (5) Amendment No. 4 to Master  Distribution  and Shareholder
                    Services Plan of American Century Capital Portfolios,  Inc.,
                    American  Century  Mutual  Funds,  Inc.,   American  Century
                    Strategic  Asset  Allocations,  Inc.,  and American  Century
                    World Mutual Funds,  Inc. (Advisor Class) dated November 13,
                    1998 (filed  electronically  as an Exhibit to Post-Effective
                    Amendment  No.  12 to  the  Registration  Statement  of  the
                    Registrant on November 13, 1998, File No. 33-39242).

                    (6) Amendment No. 5 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) to be filed by amendment.

                    (7) 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).

               (n)  Not applicable.

               (o)  (1)  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).

                    (2)  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).

                    (3)  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).

                    (4)  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).

                    (5)  Amendment  No. 4 to  Multiple  Class  Plan of  American
                    Century Capital  Portfolios,  Inc.,  American Century Mutual
                    Funds,  Inc.,  American Century Strategic Asset Allocations,
                    Inc. and American  Century  World Mutual Funds,  Inc.  dated
                    November  13,  1998 (filed  electronically  as an Exhibit to
                    Post-Effective   Amendment   No.  12  to  the   Registration
                    Statement of the  Registrant on November 13, 1998,  File No.
                    33-39242).

                    (6)  Amendment  No. 5 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
                    January  29,  1999  (filed  electronically  as an Exhibit to
                    Post-Effective  Amendment  No. 14 on Form  N-1A of  American
                    Century Capital Portfolios,  Inc. on December 29, 1998, File
                    No. 33-64872).

ITEM 24   Persons Controlled by or Under Common Control with Registrant - None.

ITEM 25   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 26   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 27   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.
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
JPM Series Trust
JPM Series Trust II
LaSalle Partners Funds, Inc.
Kobrick-Cendant Investment Trust
Merrimac Series
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.

          Funds  Distributor  is  registered  with the  Securities  and Exchange
Commission as a  broker-dealer  and is a member of the National  Association  of
Securities Dealers. Funds Distributor is located at 60 State Street, Suite 1300,
Boston,  Massachusetts  02109.  Funds  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 Funds Distributor, Inc.

      Director, President and Chief Executive Officer    - Marie E. Connolly
      Executive Vice President                           - George A. Rio
      Executive Vice President                           - Donald R. Roberson
      Executive Vice President                           - William S. Nichols
      Senior Vice President, General Counsel, Chief      - Margaret W. Chambers
          Compliance Officer, Secretary and Clerk
      Senior Vice President                              - Michael S. Petrucelli
      Director, Senior Vice President, Treasurer and     - Joseph F. Tower, III
          Chief Financial Officer
      Senior Vice President                              - Paula R. David
      Senior Vice President                              - Gary S. MacDonald
      Senior Vice President                              - Judith K. Benson
      Senior Vice President                              - Bernard A. Whalen
      Chairman and Director                              - William J. Nutt

          (c) Not applicable.

ITEM 28   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 29   Management Services.

          Not applicable.

ITEM 30   Undertakings.

          Not applicable.
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  American Century World Mutual Funds, Inc., the
Registrant,  certifies that it meets all the requirements  for  effectiveness of
this Post-Effective  Amendment No. 13 to its Registration  Statement pursuant to
Rule 485(b)  promulgated  under the Securities Act of 1933, as amended,  and has
duly caused this Post-Effective  Amendment No. 13 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 11th day of January, 1999. 

                                       American Century World Mutual Funds, Inc.
                                       (Registrant)

                                        By:/*/George A. Rio
                                           George A. Rio
                                           President, Principal Executive
                                           and Principal Financial Officer

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 13 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     January 11, 1999
George A. Rio               and Principal Financial Officer

*Maryanne Roepke            Vice President, Treasurer and      January 11, 1999
Maryanne Roepke             Principal Accounting Officer

*James E. Stowers, Jr.      Chairman of the Board and          January 11, 1999
James E. Stowers, Jr.       Director

*James E. Stowers III       Director                           January 11, 1999
James E. Stowers III

*Thomas A. Brown            Director                           January 11, 1999
Thomas A. Brown

*Robert W. Doering, M.D.    Director                           January 11, 1999
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D.      Director                           January 11, 1999
Andrea C. Hall, Ph.D.

*Donald H. Pratt            Director                           January 11, 1999
Donald H. Pratt

*Lloyd T. Silver, Jr.       Director                           January 11, 1999
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord     Director                           January 11, 1999
M. Jeannine Strandjord

*D. D. (Del) Hock           Director                           January 11, 1999
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.a1       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.a2       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.a3       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.a4       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.a5       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.a6       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.a7       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.a8       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.a9       Articles Supplementary of World Mutual Funds, Inc. dated November
               13, 1998 (filed as a part of  Post-Effective  Amendment No. 12 to
               the Registration  Statement on Form N-1A of the Registrant,  File
               No. 33-39242,  filed November 13, 1998 and incorporated herein by
               reference).

EX-99.b1       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.b2       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.d1       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.
               12 to the Registration  Statement on Form N-1A of the Registrant,
               File No.  33-39242,  filed  November  13,  1998 and  incorporated
               herein by reference).

EX-99.d2       Addendum to Management  Agreement  between American Century World
               Mutual Funds,  Inc. and American Century  Investment  Management,
               Inc.  dated  December 1, 1998 (filed as a part of  Post-Effective
               Amendment  No. 12 to the  Registration  Statement on Form N-1A of
               the Registrant,  File No.  33-39242,  filed November 13, 1998 and
               incorporated herein by reference).

EX-99.e1       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.e2       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.e3       Amendment No. 2 to the  Distribution  Agreement  between American
               Century  World Mutual  Funds,  Inc. and Funds  Distributor,  Inc.
               dated  December  1,  1998  (filed  as a  part  of  Post-Effective
               Amendment  No. 12 to the  Registration  Statement on Form N-1A of
               the Registrant,  File No.  33-39242,  filed November 13, 1998 and
               incorporated herein by reference).

EX-99.e4       Amendment  No.  3  to  Distribution  Agreement  between  American
               Century Strategic Asset Allocations,  Inc. and Funds Distributor,
               Inc. dated January 29, 1999 (filed  electronically  as Exhibit e4
               to  Post-Effective  Amendment  No.  28 on form  N-1A of  American
               Century  California   Tax-Free  and  Municipal  Funds,  File  No.
               2-82734,  filed  December 28, 1998,  and  incorporated  herein by
               reference).

EX-99.g1       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.g2       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.g3       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.g4       Global Custody Agreement between The Chase Manhattan Bank and the
               Twentieth  Century and Benham funds,  dated August 6, 1996 (filed
               as a part of Post-Effective  Amendment No. 31 to the Registration
               Statement  on Form N-1A of  American  Century  Government  Income
               Trust, File No. 2-99222, filed February 7, 1997, and incorporated
               herein by reference).

EX-99.h        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.i        Opinion and Consent of Counsel.

EX-99.j1       Consent of Deloitte & Touche LLP to be filed by amendment.

EX-99.j2       Consent of Ernst & Young LLP to be filed by amendment.

EX-99.j3       Consent of Baird, Kurtz & Dobson to be filed by amendment.

EX-99.j4       Power  of  Attorney  dated  July  25,  1998  (filed  as a part of
               Post-Effective  Amendment No. 10 to the Registration Statement on
               Form N-1A of the Registrant,  File No. 33-39242, filed August 18,
               1998 and incorporated herein by reference).

EX-99.m1       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.m2       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.m3       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.m4       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.m5       Amendment No. 4 to Master  Distribution and Shareholder  Services
               Plan of  American  Century  Capital  Portfolios,  Inc.,  American
               Century Mutual Funds,  Inc.,  American  Century  Strategic  Asset
               Allocations,  Inc. and American Century World Mutual Funds,  Inc.
               (Advisor  Class)  dated  November  13,  1998  (filed as a part of
               Post-Effective  Amendment No. 12 to the Registration Statement of
               the Registrant,  File No. 33-39242,  filed November 13, 1998, and
               incorporated herein by reference).

EX-99.m6       Amendment No. 5 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) to be filed by amendment.

EX-99.m7       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.o1       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.o2       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.o3       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.o4       Amendment  No.  3 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc. dated June 30, 1998 (filed as a
               part  of  Post-Effective  Amendment  No.  11 to the  Registration
               Statement on Form N-1A of American  Century  Capital  Portfolios,
               Inc., File No. 33-64872,  filed on June 26, 1998 and incorporated
               herein by reference).

EX-99.o5       Amendment  No.  4 to  Multiple  Class  Plan of  American  Century
               Capital  Portfolios,  Inc.,  American Century Mutual Funds, Inc.,
               American Century Strategic Asset  Allocations,  Inc. and American
               Century World Mutual Funds,  Inc.  dated November 13, 1998 (filed
               as a part of Post-Effective  Amendment No. 12 to the Registration
               Statement of the Registrant,  File No.  33-39242,  filed November
               13, 1998, and incorporated herein by reference).

EX-99.o6       Amendment  No.  5 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 January 29, 1999 (filed as
               a part of  Post-Effective  Amendment  No. 14 to the  Registration
               Statement on Form N-1A of American  Century  Capital  Portfolios,
               Inc.,  File  No.  33-64872,  filed  on  December  29,  1998,  and
               incorporated herein by reference).

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

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

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

                              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

                                                                January 11, 1999

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., I am generally
familiar with its affairs. Based upon this familiarity, and upon the examination
of such documents as I have deemed relevant, it is my opinion that the shares of
the Corporation described in Post-Effective Amendment No. 13 to its Registration
Statement on Form N-1A to be filed with the Securities  and Exchange  Commission
on January 11,  1999,  will,  when  issued,  be validly  issued,  fully paid and
nonassessable.

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

         I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to
Post-Effective Amendment No. 13.

                             Very truly yours,

                             /s/David H. Reinmiller
                             David H. Reinmiller

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  WORLD MUTUAL FUNDS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000872825
<NAME> AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 1
   <NAME> INTERNATIONAL GROWTH FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                               NOV-30-1997
<PERIOD-END>                                    MAY-31-1998                <F1>
<INVESTMENTS-AT-COST>                                       1,833,064,370
<INVESTMENTS-AT-VALUE>                                      2,454,994,159
<RECEIVABLES>                                                  41,928,024
<ASSETS-OTHER>                                                  1,204,945
<OTHER-ITEMS-ASSETS>                                                    0
<TOTAL-ASSETS>                                              2,498,127,128
<PAYABLE-FOR-SECURITIES>                                       52,686,924
<SENIOR-LONG-TERM-DEBT>                                                 0
<OTHER-ITEMS-LIABILITIES>                                      18,728,466
<TOTAL-LIABILITIES>                                            71,415,390
<SENIOR-EQUITY>                                                 2,380,826
<PAID-IN-CAPITAL-COMMON>                                    1,756,406,127
<SHARES-COMMON-STOCK>                                         238,082,582
<SHARES-COMMON-PRIOR>                                         190,539,318
<ACCUMULATED-NII-CURRENT>                                       7,450,223
<OVERDISTRIBUTION-NII>                                                  0
<ACCUMULATED-NET-GAINS>                                        37,403,660
<OVERDISTRIBUTION-GAINS>                                                0
<ACCUM-APPREC-OR-DEPREC>                                      623,070,902
<NET-ASSETS>                                                2,426,711,738
<DIVIDEND-INCOME>                                              18,966,297
<INTEREST-INCOME>                                               2,290,040
<OTHER-INCOME>                                                          0
<EXPENSES-NET>                                                 13,749,399
<NET-INVESTMENT-INCOME>                                         7,506,938
<REALIZED-GAINS-CURRENT>                                       55,440,723
<APPREC-INCREASE-CURRENT>                                     454,454,499
<NET-CHANGE-FROM-OPS>                                         517,402,160
<EQUALIZATION>                                                          0
<DISTRIBUTIONS-OF-INCOME>                                       5,289,923
<DISTRIBUTIONS-OF-GAINS>                                      240,897,398
<DISTRIBUTIONS-OTHER>                                                   0
<NUMBER-OF-SHARES-SOLD>                                       134,179,118
<NUMBER-OF-SHARES-REDEEMED>                                   116,779,417
<SHARES-REINVESTED>                                            30,143,563
<NET-CHANGE-IN-ASSETS>                                        670,137,389
<ACCUMULATED-NII-PRIOR>                                         5,233,208
<ACCUMULATED-GAINS-PRIOR>                                     222,860,335
<OVERDISTRIB-NII-PRIOR>                                                 0
<OVERDIST-NET-GAINS-PRIOR>                                              0
<GROSS-ADVISORY-FEES>                                          13,710,211
<INTEREST-EXPENSE>                                                      0
<GROSS-EXPENSE>                                                13,749,399
<AVERAGE-NET-ASSETS>                                        2,010,863,330
<PER-SHARE-NAV-BEGIN>                                                9.22<F2>
<PER-SHARE-NII>                                                      0.03<F2>
<PER-SHARE-GAIN-APPREC>                                              2.25<F2>
<PER-SHARE-DIVIDEND>                                                 0.03<F2>
<PER-SHARE-DISTRIBUTIONS>                                            1.28<F2>
<RETURNS-OF-CAPITAL>                                                 0.00
<PER-SHARE-NAV-END>                                                 10.19<F2>
<EXPENSE-RATIO>                                                      1.35<F2>
<AVG-DEBT-OUTSTANDING>                                                  0
<AVG-DEBT-PER-SHARE>                                                 0.00
        
<FN>                                                                 
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  WORLD MUTUAL FUNDS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000872825
<NAME> AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 2
   <NAME> INTERNATIONAL DISCOVERY FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              NOV-30-1997
<PERIOD-END>                                   MAY-31-1998                
<INVESTMENTS-AT-COST>                                        623,138,379 <F1>
<INVESTMENTS-AT-VALUE>                                       912,604,264
<RECEIVABLES>                                                 19,960,426
<ASSETS-OTHER>                                                 3,916,694
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                               936,481,384
<PAYABLE-FOR-SECURITIES>                                      23,835,591
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                      1,892,251
<TOTAL-LIABILITIES>                                           25,727,842
<SENIOR-EQUITY>                                                  844,497
<PAID-IN-CAPITAL-COMMON>                                     606,816,337
<SHARES-COMMON-STOCK>                                         84,449,689
<SHARES-COMMON-PRIOR>                                         73,346,501
<ACCUMULATED-NII-CURRENT>                                       (606,003)
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                       14,421,350
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                     289,277,361
<NET-ASSETS>                                                 910,753,542
<DIVIDEND-INCOME>                                              4,915,748
<INTEREST-INCOME>                                                462,780
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                 5,893,431
<NET-INVESTMENT-INCOME>                                         (518,653)
<REALIZED-GAINS-CURRENT>                                      19,639,664
<APPREC-INCREASE-CURRENT>                                    194,173,988
<NET-CHANGE-FROM-OPS>                                        213,294,999
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                      1,491,375
<DISTRIBUTIONS-OF-GAINS>                                      33,708,327  
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                       16,797,468
<NUMBER-OF-SHARES-REDEEMED>                                   15,708,400
<SHARES-REINVESTED>                                            4,246,933  
<NET-CHANGE-IN-ASSETS>                                       284,426,942
<ACCUMULATED-NII-PRIOR>                                        1,404,025  
<ACCUMULATED-GAINS-PRIOR>                                     28,490,013  
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0  
<GROSS-ADVISORY-FEES>                                          5,893,431
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                5,897,181
<AVERAGE-NET-ASSETS>                                         716,107,440
<PER-SHARE-NAV-BEGIN>                                               8.54 <F1>
<PER-SHARE-NII>                                                    (0.01)<F1>
<PER-SHARE-GAIN-APPREC>                                             2.74 <F1>
<PER-SHARE-DIVIDEND>                                                0.02 <F1>
<PER-SHARE-DISTRIBUTIONS>                                           0.47 <F1>
<RETURNS-OF-CAPITAL>                                                0.00  
<PER-SHARE-NAV-END>                                                10.78 <F1>
<EXPENSE-RATIO>                                                     1.66 <F1>
<AVG-DEBT-OUTSTANDING>                                                 0  
<AVG-DEBT-PER-SHARE>                                                0.00  
        
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY  WORLD MUTUAL FUNDS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000872825
<NAME> AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 3
   <NAME> EMERGING MARKETS
       
<S>                                           <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              NOV-30-1997
<PERIOD-END>                                   MAY-31-1998
<INVESTMENTS-AT-COST>                                         19,336,034
<INVESTMENTS-AT-VALUE>                                        20,717,637
<RECEIVABLES>                                                    996,271
<ASSETS-OTHER>                                                   663,357
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                                22,377,265
<PAYABLE-FOR-SECURITIES>                                         767,610
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                         40,095
<TOTAL-LIABILITIES>                                              807,705
<SENIOR-EQUITY>                                                   50,704
<PAID-IN-CAPITAL-COMMON>                                      22,462,563
<SHARES-COMMON-STOCK>                                          5,070,418
<SHARES-COMMON-PRIOR>                                          2,851,142
<ACCUMULATED-NII-CURRENT>                                         29,138
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                       (2,169,599)
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                       1,196,754
<NET-ASSETS>                                                  21,569,560
<DIVIDEND-INCOME>                                                205,180
<INTEREST-INCOME>                                                 16,076
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                   192,020
<NET-INVESTMENT-INCOME>                                           29,138
<REALIZED-GAINS-CURRENT>                                      (1,422,029)
<APPREC-INCREASE-CURRENT>                                      2,195,444
<NET-CHANGE-FROM-OPS>                                            802,553
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                              0
<DISTRIBUTIONS-OF-GAINS>                                               0
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                        6,752,783
<NUMBER-OF-SHARES-REDEEMED>                                    4,533,507
<SHARES-REINVESTED>                                                    0
<NET-CHANGE-IN-ASSETS>                                         9,740,045
<ACCUMULATED-NII-PRIOR>                                                0
<ACCUMULATED-GAINS-PRIOR>                                       (747,570)
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                            192,020
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                  192,118
<AVERAGE-NET-ASSETS>                                          18,140,699
<PER-SHARE-NAV-BEGIN>                                               4.15
<PER-SHARE-NII>                                                     0.01
<PER-SHARE-GAIN-APPREC>                                             0.09
<PER-SHARE-DIVIDEND>                                                0.00
<PER-SHARE-DISTRIBUTIONS>                                           0.00
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                 4.25
<EXPENSE-RATIO>                                                     2.00
<AVG-DEBT-OUTSTANDING>                                                 0
<AVG-DEBT-PER-SHARE>                                                0.00
        

</TABLE>


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