SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 17 |X|
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|
Amendment No. 17 |X|
(Check appropriate box or boxes.)
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
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(Exact Name of Registrant as Specified in Charter)
4500 Main Street, Kansas City, MO 64141-6200
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (816) 531-5575
David C. Tucker, Esq., 4500 Main Street, Kansas City, MO 64141-6200
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: April 1, 2000
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|X| on April 1, 2000 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(1)
|_| on (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)\
|_| on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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<TITLE>American Century World Mutual Funds 485BPOS</TITLE>
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<p><font size="6"><i>Your <br>
</i>A<font size="5">MERICAN</font> C<font size="5">ENTURY</font><i><br>
prospectus</i></font></p>
<p><font size="3"><b>Global Growth Fund</b></font></p>
<p><b><font size="3">International Growth Fund</font></b></p>
<p><b><font size="3">International Discovery Fund</font></b></p>
<p><b><font size="3">Emerging Markets Fund</font></b></p>
<p> </p>
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<p align="right"><font size="3">APRIL 1, 2000<br>
</font><font size="3">INVESTOR CLASS</font></p>
<p align="right"><font size="3"><i>International Discovery is<br>
closed to new investors.<br>
But shareholders who have<br>
open accounts may make<br>
additional investments and<br>
reinvest dividends and capital<br>
gains distributions. </i></font></p>
<p align="right"><i><font size="3">The Securities and Exchange<br>
Commission has not approved<br>
or disapproved these securities<br>
or determined if this Prospectus<br>
is accurate or complete. Anyone<br>
who tells you otherwise is<br>
committing a crime.</font></i></p>
<p align="right"><font size="3">Funds Distributor, Inc. and<br>
American Century<br>
Investment Services, Inc.,<br>
Distributors</font></p>
</td>
<td> </td>
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<td> </td>
<td valign="top">
<DIV align="right"><FONT size=3>[AMERICAN CENTURY LOGO]</FONT></DIV>
</td>
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<P><FONT SIZE=2> </FONT></P>
<table border="0" cellspacing="0" cellpadding="0" width="600">
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<td>
<div align="center"><font size=3>[AMERICAN<br>
CENTURY<br>
LOGO]</font></div>
</td>
<td> </td>
<td> </td>
</tr>
<tr valign="top">
<td>
<p> </p>
<p align="center"><font size="3"><i>American Century<br>
Investments</i></font></p>
<p align="center"><i><font size="3">P.O. Box 419200<br>
Kansas City, MO<br>
64141-6200</font></i></p>
</td>
<td> </td>
<td>
<p><font size="3">Dear Investor,</font></p>
<p><font size="3">Planning and maintaining your investment portfolio is
a big job. However, an easy-to-understand Prospectus can make your work
a lot less daunting. We hope you'll find this Prospectus easy to understand,
and more importantly, that it gives you confidence in the investment decisions
you have made or are soon to make.</font></p>
<p><font size="3">As you begin to read through this Prospectus, take a look
at the table of contents to understand how it is organized. The first
four sections take a close-up look at the funds.</font></p>
<p><font size="3"><I>An Overview of the Funds</I> — Learn about fund
goals, strategies and risks, and who may or may not want to invest.</font></p>
<p><font size="3"><I>Fund Performance History</I> — See how the funds
performed from year to year.</font></p>
<p><font size="3"><I>Fees and Expenses</I> — Find out about fund management
fees and other expenses associated with investing.</font></p>
<p><font size="3"><I>Objectives, Strategies and Risks</I> — Take a
more detailed look at the principal investment objectives, strategies
and risks presented in the <I>Overview of the Funds</I> section. </font></p>
<p><font size="3">As you continue to read, the <I>Management</I> section
will acquaint you with the fund management teams, and <I>Investing with
American Century</I> gives an overview about how to invest and manage
your account.</font></p>
<p><font size="3"><I>Share Price and Distributions, Taxes</I> and <I>Financial
Highlights</I> wrap up the Prospectus with important financial information
you'll need to make an informed decision.</font></p>
<p><font size="3">Naturally, you may have questions about investing after
you read through the Prospectus. Our Web site, www.americancentury.com,
offers information that could answer many of your questions. Or, an Investor
Relations Representative will be happy to help weekdays, 7 a.m. to 7 p.m.
and Saturdays, 9 a.m. to 2 p.m. Central time. Give us a call at 1-800-345-2021.</font></p>
<p><font size="3">Sincerely,</font></p>
<p><font size="3">/s/ Mark Killen </font></p>
<p><font size="3">Mark Killen<br>
Senior Vice President<br>
American Century Investment Services, Inc.</font></p>
</td>
</tr>
</TABLE>
<P> </P>
<p><font size="4"><b>Table of Contents</b></font></p>
<P><font size="3"><a href="#A">An Overview of the Funds</a></font></P>
<P><font size="3"><a href="#B">Fund Performance History</a></font></P>
<P><font size="3"><a href="#C">Fees and Expenses</a></font></P>
<P><font size="3"><a href="#D">Objectives, Strategies and Risks</a></font></P>
<P><font size="3"> Global Growth Fund</font></P>
<P><font size="3"> International Growth Fund</font></P>
<P><font size="3"> International Discovery
Fund</font></P>
<P><font size="3"> Emerging Markets Fund</font></P>
<P><font size="3"><a href="#I">Management</a></font></P>
<P><font size="3"><a href="#J">Investing with American Century</a></font></P>
<P><font size="3"><a href="#K">Share Price and Distributions</a></font></P>
<P><font size="3"><a href="#L">Taxes</a></font></P>
<P><font size="3"><a href="#M">Multiple Class Information</a></font></P>
<P><font size="3"><a href="#N">Financial Highlights</a></font></P>
<P><font size="3"><i>Throughout this book you'll find definitions of key investment
terms and phrases. When you see a word printed in <b>blue italics,</b> look
for its definition in the left margin.</i></font></P>
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>This symbol highlights
special information and helpful tips.</i></font></P>
<P><font size="4"><b><A NAME="A"></A>An Overview of the Funds</b></font></P>
<P><font size="3"><b>What are the funds' investment objectives?</b></font></P>
<P><font size="3">These funds seek capital growth.</font></P>
<P><font size="3"><b>What are the funds' primary investment strategies and principal
risks?</b></font></P>
<P><font size="3">The fund managers look for stocks of growing foreign companies.
The investment strategy of these funds is based on the belief 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. </font></P>
<P><font size="3">The funds' principal risks include</font></P>
<UL>
<LI><b><font size="3">Market Risk</font></b><font size="3"> — The value
of a fund's shares will go up and down based on the performance of the companies
whose securities it owns and other factors generally affecting the securities
market. </font></LI>
<LI><font size="3"><b>Price Volatility</b> — The value of a fund's shares
may fluctuate significantly in the short term. </font></LI>
<LI><font size="3"><b>Principal Loss</b> — As with all funds, if you sell
your shares when their value is less than the price you paid, you will lose
money. </font></LI>
<LI><font size="3"><b>Foreign Risk</b> — The funds invest primarily in
foreign securities, which are generally riskier than U.S. stocks. As a result
the funds are subject to foreign risk, meaning that political events (civil
unrest, national elections, imposition of exchange controls), social and economic
events (labor strikes, rising inflation) and natural disasters occurring in
a country where the funds invest could cause the funds' investments in that
country to experience gains or losses. </font></LI>
<LI><font size="3"><b>Currency Risk</b> — Because the funds' foreign investments
are generally held in foreign currencies, the funds are subject to currency
risk, meaning that the funds could experience gains or losses solely on changes
in the exchange rate between foreign currencies and the U.S. dollar. </font></LI>
</UL>
<P><font size="3">The chart below shows the primary differences among the funds.
</font></P>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=600>
<TR>
<TD VALIGN="TOP">
<P><I><FONT SIZE=2>Fund</font></I>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><I><FONT SIZE=2>Primary Investments </FONT></I>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><I><FONT SIZE=2>Principal Risks </FONT></I>
</TD>
</TR>
<TR>
<TD VALIGN="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Global Growth </FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>U.S. and foreign equity securities of issuers in developed
countries </FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Invests a significant portion of its assets in foreign securities
</FONT>
</TD>
</TR>
<tr>
<td valign="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</td>
</tr>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2>International Growth </FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Equity securities of issuers in developed foreign countries
</FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Invests primarily in foreign securities </FONT>
</TD>
</TR>
<tr>
<td valign="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</td>
</tr>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2>International Discovery </FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Equity securities of foreign issuers that are small- to
medium-sized at the time of purchase </FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Invests primarily in small- to medium-sized foreign issuers
</FONT>
</TD>
</TR>
<tr>
<td valign="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</td>
</tr>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Emerging Markets </FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Equity securities of issuers in emerging markets </FONT>
</TD>
<TD VALIGN="TOP"> </TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>Invests primarily in emerging markets </FONT>
</TD>
</TR>
</TABLE>
<P><font size="3"><br>
A more detailed description of American Century's growth investment style and
the funds' investment strategies and risks begins on page 7.</font></P>
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>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.</i> </font></P>
<P><font size="3"><b>Who <i>may</i> want to invest in the funds?</b></font></P>
<P><font size="3">The funds may be a good investment if you are</font></P>
<UL>
<LI><font size="3">seeking long-term capital growth from your investment </font></LI>
<LI><font size="3">seeking diversification of your investment portfolio through
investment in foreign securities </font></LI>
<LI><font size="3">comfortable with the risks associated with investing in U.S.
and foreign growth securities </font></LI>
<LI><font size="3">comfortable with short-term price volatility </font></LI>
<LI><font size="3">investing through an IRA or other tax-advantaged retirement
plan</font></LI>
</UL>
<P><font size="3"><b>Who <i>may not</i> want to invest in the funds?</b></font></P>
<P><font size="3">The funds may not be a good investment if you are</font></P>
<UL>
<LI><font size="3">seeking current income from your investment </font></LI>
<LI><font size="3">investing for a short period of time </font></LI>
<LI><font size="3">uncomfortable with the risks associated with investing in
foreign securities </font></LI>
<LI><font size="3">uncomfortable with short-term volatility in the value of
your investment</font></LI>
</UL>
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>The performance information
on this page is designed to help you see how the funds' returns can vary. Keep
in mind that past performance does not predict how the funds will perform in
the future.</i></font></P>
<P><font size="4"><b><A NAME="B"></A>Fund Performance History</b></font></P>
<P><font size="3"><b>Global Growth Fund</b></font></P>
<P><font size="3"><b>International Growth Fund</b></font></P>
<P><font size="3"><b>International Discovery Fund</b></font></P>
<P><font size="3"><b>Emerging Markets Fund</b></font></P>
<P><font size="3"><b>Annual Total Returns</b></font></P>
<P><font size="3">The following bar chart shows the performance of the funds'
Investor Class shares for each of the last 10 calendar years or for each full
calendar year in the life of a fund if less than 10 years. It indicates the
volatility of the funds' historical returns from year to year. </font></P>
<P ALIGN="CENTER"><font size="3">[GRAPHIC OMITTED]</font></P>
<P ALIGN="CENTER"><font size="3">[The following table was depicted as a bar graph
in the printed material.]</font></P>
1992 1993 1994 1995 1996 1997 1998 1999
Global Growth 86.09%
International Growth 4.84% 42.65% -4.76% 11.89% 14.43% 19.72% 19.01% 64.44%
International Discovery 9.89% 31.18% 17.48% 17.86% 88.54%
Emerging Markets -18.90% 106.19%
<P><font size="3">The highest and lowest quarterly returns for the period reflected
in the bar chart are: </font></P>
Highest Lowest
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Global Growth 51.95% (4Q 1999) 4.89% (3Q 1999)
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International Growth 48.19% (4Q 1999) -17.94% (3Q 1998)
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International Discovery 50.87% (4Q 1999) -19.91% (3Q 1998)
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Emerging Markets 49.04% (4Q 1999) -24.62% (3Q 1998)
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>For current performance
information, please call us at 1-800-345-2021 or visit American Century's Web
site at www.americancentury.com.</i></font></P>
<P><font size="3"><b>Average Annual Total Returns</b></font></P>
<P><font size="3">The following table shows the average annual total returns of
the funds' Investor Class shares for the periods indicated. The benchmarks are
unmanaged indices that have no operating costs and are included in the table
for performance comparison. </font></P>
For the calendar year ended December 31, 1999 1 year 5 years Life of Fund(1)
- -------------------------------------------------------------------------------------
Global Growth 86.09% N/A 91.58%
MSCI World Free Index 23.45% N/A 26.89%
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International Growth 64.44% 24.56% 19.62%
MSCI EAFE Index 26.96% 12.83% 10.47%
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International Discovery 88.54% 30.33% 27.58%
MSCI EAFE Index 26.96% 12.83% 11.85%
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Emerging Markets 106.19% N/A 16.04%
MSCI Emerging Markets Free Index 66.41% N/A 1.09%
<OL>
<LI><FONT size=2><i>The inception dates are: Global Growth, December 1, 1998;
International Growth, May 9, 1991; International Discovery, April 1, 1994;
and Emerging Markets, September 30, 1997.</i></FONT></LI>
</OL>
<P><font size="4"><b><A NAME="C"></A>Fees and Expenses</b></font></P>
<P><font size="3">There are no sales loads, fees or other charges </font></P>
<UL>
<LI><font size="3">to buy fund shares directly from American Century </font></LI>
<LI><font size="3">to reinvest dividends in additional shares</font></LI>
</UL>
<P><font size="3">The following table describes the fees and expenses you will
pay if you buy and hold shares of the funds.</font></P>
<P><font size="3"><b>Shareholder Fees (fees paid directly from your investment)
</b></font></P>
International Discovery Redemption Fee (as a percentage of amount redeemed/exchanged)
- -----------------------------------------------------------------------------------------------
Shares held less than 180 days 2.0%
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Shares held 180 days or more None
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>A redemption is the sale
of all or a portion of the shares in an account, including as part of an exchange
to another American Century account.</i> </font></P>
<P><font size="3"><b>Annual Operating Expenses (expenses that are deducted from
fund assets)</b></font></P>
Management Distribution and Other Total Annual Fund
Fee(1) Service (12b-1) Fees Expenses(2) Operating Expenses
- ------------------------------------------------------------------------------------------------
Global Growth 1.30% None 0.00% 1.30%
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International Growth 1.27% None 0.00% 1.27%
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International Discovery 1.55% None 0.00% 1.55%
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Emerging Markets 2.00% None 0.00% 2.00%
<OL>
<LI><FONT size=2><i>Based on expenses incurred during the funds' most recent
fiscal year. The funds have stepped fee schedules. As a result, the funds'
management fee rate generally decreases as fund assets increase.</i></FONT></LI>
<LI><FONT size=2><i>Other expenses, which include the fees and expenses of the
funds' independent directors and their legal counsel as well as interest,
were less than 0.005% for the most recent fiscal year.</i></FONT></LI>
</OL>
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>Use this example to compare
the costs of investing in other funds. Of course, your actual costs may be higher
or lower. </i></font></P>
<P><font size="3"><b>Example</b></font></P>
<P><font size="3">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 . . .</font></P>
<UL>
<LI><font size="3">invest $10,000 in the fund </font></LI>
<LI><font size="3">redeem all of your shares at the end of the periods shown
below </font></LI>
<LI><font size="3">earn a 5% return each year </font></LI>
<LI><font size="3">incur the same operating expenses as shown above</font></LI>
</UL>
<P><font size="3">. . . your cost of investing in the fund would be:</font></P>
1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------
Global Growth $132 $410 $710 $1,558
- -------------------------------------------------------------------------------
International Growth $129 $401 $694 $1,525
- -------------------------------------------------------------------------------
International Discovery $157 $487 $840 $1,832
- -------------------------------------------------------------------------------
Emerging Markets $202 $623 $1,069 $2,305
<P><font size="4"><b><A NAME="D"></A>Objectives, Strategies and Risks</b></font></P>
<P><font size="3"><b>Global Growth Fund<BR>
International Growth Fund<BR>
International Discovery Fund<BR>
Emerging Markets Fund</b></font></P>
<P><font size="3"><b>What are the funds' investment objectives?</b></font></P>
<P><font size="3">These funds seek capital growth.</font></P>
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>Accelerating growth is
shown, for example, by growth that is faster this quarter than last or faster
this year than the year before.</i></font></P>
<P><font size="3"><b>How do the funds pursue their investment objectives?</b></font></P>
<P><font size="3">The fund managers use a growth investment strategy developed
by American Century to invest in stocks of companies that they believe will
increase in value over time. 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 earnings and revenue growth have a greater-than-average
chance to increase in value.</font></P>
<P><font size="3">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 simply buying any company in a growing industry or sector. The
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.</font></P>
<P><font size="3">In addition to locating strong companies with earnings and revenue
growth, the fund managers believe that it is important to diversify the funds'
holdings across different countries and geographical regions in an effort 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.</font></P>
<P><font size="3">The fund managers do not attempt to time the market. Instead,
under normal market conditions, they intend to keep the funds essentially fully
invested in stocks regardless of the movement of stock prices generally. When
the managers believe it is prudent, the funds may invest a portion of their
assets in convertible securities, foreign securities, short-term securities,
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 complete
description of the derivatives policy is included in the Statement of Additional
Information.</font></P>
<P><font size="3">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 fiscal period. You may get these
reports at no cost by calling us.</font></P>
<P><font size="3"><b>What kinds of securities do the funds buy?</b></font></P>
<P><font size="3">The funds will usually purchase equity securities of foreign
companies (except Global Growth, which will usually purchase equity securities
of both U.S. and foreign companies). The funds can purchase other types of securities
as well, such as domestic and foreign preferred stocks, convertible securities,
equity-equivalent securities, non-leveraged futures and options, notes, bonds
and other debt securities of companies, and obligations of domestic or foreign
governments and their agencies.</font></P>
<P><font size="3">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.</font></P>
<P><font size="3"><b>What are the differences between the funds?</b></font></P>
<UL>
<LI><font size="3">Global Growth invests in both U.S. and foreign companies.
The fund's assets will be primarily invested at all times in equity securities
of issuers in developed countries worldwide (including the United States).
</font></LI>
<LI><font size="3">International Growth's assets will be primarily invested
at all times in securities of companies in developed countries (excluding
the United States). </font></LI>
<LI><font size="3">International Discovery's assets will be primarily invested
at all times in equity securities of foreign companies that are small- to
medium-sized at the time of purchase. </font></LI>
<LI><font size="3">Emerging Markets' assets will be primarily invested at all
times in equity securities of companies located in emerging market countries
and companies that derive a significant portion of their business from emerging
market countries.</font></LI>
</UL>
<P><font size="3">In determining whether a company is foreign, the fund managers
will consider various factors, including where the company is headquartered,
where the company's principal operations are located, where the company's revenues
are derived, where the principal trading market is located and the country in
which the company was legally organized. The weighting given to each of these
factors will vary depending on the circumstances in a given case. The funds
consider developed countries to include Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Luxembourg,
the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland,
the United Kingdom and the United States. In addition, as used in the Statement
of Additional Information, securities of issuers in emerging market countries
means (i) securities of issuers for which the principal securities trading market
is an emerging market country or (ii) securities of issuers having their principal
place of business or principal office in an emerging market country.</font></P>
<P><font size="3"><b>What are the principal risks of investing in the funds?</b></font></P>
<P><font size="3">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.</font></P>
<P><font size="3">As with all funds, your shares may be worth more or less at
any given time than the price you paid for them. If you sell your shares when
the value is less than the price you paid, you will lose money.</font></P>
<P><font size="3">Investing in foreign securities has certain unique risks that
make it generally riskier than investing in U.S. stocks. These risks include
increased exposure to political, social and economic events in world markets;
limited availability of public information about a company; less developed trading
markets and regulatory practices; and a lack of uniform financial reporting
practices compared to those that apply in the United States. In addition, foreign
securities are subject to currency risk, meaning that because the funds' investments
are generally held in foreign currencies, the funds could experience gains or
losses based solely on changes in the exchange rate between foreign currencies
and the U.S. dollar.</font></P>
<P><font size="3">Investing in smaller foreign companies generally presents unique
risks in addition to the risks of investing in foreign securities. 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.
These factors may cause investments in smaller foreign companies to experience
more price volatility.</font></P>
<P><font size="3">Investing in emerging market companies generally is also riskier
than investing in foreign securities. Emerging market countries may have unstable
governments and/or economies that are subject to sudden change. These changes
may be magnified by the countries' emergent financial markets, resulting in
significant volatility to investments in these countries. These countries also
may lack the legal, business and social framework to support securities markets.</font></P>
<P><font size="3">The fund managers may buy a large amount of a company's stock
quickly, and may dispose of it quickly if the company's earnings or revenues
decline. While the managers believe this strategy provides substantial appreciation
potential over the long term, in the short term it can create a significant
amount of share price volatility. This volatility can be greater than that of
the average stock fund.</font></P>
<P><font size="3">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.</font></P>
<P><font size="4"><b><A NAME="I"></A>Management</b></font></P>
<P><font size="3"><b>Who manages the funds?</b></font></P>
<P><font size="3">The Board of Directors, investment advisor and fund management
team play key roles in the management of the funds.</font></P>
<P><font size="3"><b>The Board of Directors</b></font></P>
<P><font size="3">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 two-thirds of the directors are independent of the
funds' advisor; that is, they are not employed by and have no financial interest
in the advisor.</font></P>
<P><font size="3"><b>The Investment Advisor</b></font></P>
<P><font size="3">The funds' investment advisor is American Century Investment
Management, Inc. The advisor has been managing mutual funds since 1958. The
advisor is headquartered at 4500 Main Street, Kansas City, Missouri 64111.</font></P>
<P><font size="3">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.</font></P>
<P><font size="3">For the services it provided to the funds during the most recent
fiscal year, the advisor received a unified management fee based on a percentage
of the average net assets of the Investor Class shares of each fund. The amount
of the management fee for a fund is calculated on a class-by-class basis daily
and paid monthly.</font></P>
<P><font size="3">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. 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.</font></P>
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, 1999
- --------------------------------------------------------------------------------
Global Growth 1.30%
- --------------------------------------------------------------------------------
International Growth 1.27%
- --------------------------------------------------------------------------------
International Discovery 1.55%
- --------------------------------------------------------------------------------
Emerging Markets 2.00%
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <b>Code of Ethics</b></font></P>
<P><font size="3"><i>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 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.</i></font></P>
<P><font size="3"><b>The Fund Management Teams</b></font></P>
<P><font size="3">The advisor uses teams of portfolio managers, assistant portfolio
managers and analysts to manage the funds. The teams meet regularly to review
portfolio holdings and 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.</font></P>
<P><font size="3">The portfolio managers on the investment teams are identified
below:</font></P>
<P><font size="3"><b>Henrik Strabo</b></font></P>
<P><font size="3">Mr. Strabo, Chief Investment Officer—International Equities,
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.</font></P>
<P><font size="3"><b>Mark S. Kopinski</b></font></P>
<P><font size="3">Mr. Kopinski, Senior Vice President and Senior 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 1990
to 1995, he served as Vice President and a member of the team that managed International
Growth and International Discovery. He has a bachelor's degree in business administration
from Monmouth College and an MA in Asian studies from the University of Illinois.</font></P>
<P><font size="3"><b>Michael J. Donnelly</b></font></P>
<P><font size="3">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.</font></P>
<P><font size="3"><b>Bradley Amoils</b></font></P>
<P><font size="3">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.
</font></P>
<P><font size="3"><b>Brian Brady</b></font></P>
<P><font size="3">Mr. Brady, Vice President and 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.</font></P>
<P><font size="3"><b>Fundamental Investment Policies</b></font></P>
<P><font size="3">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.</font></P>
<P><font size="4"><b><A NAME="J"></A>Investing with American Century</b></font></P>
<P><font size="3"><b>Services Automatically Available to You</b></font></P>
<P><font size="3">You automatically will have access to the services listed below
when you open your account. If you do not want these services, see <I>Conducting
Business in Writing</I> below.</font></P>
<P><font size="3"><b>Conducting Business in Writing </b></font></P>
<P><font size="3">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.</font></P>
<P><font size="3"><b>Ways to Manage Your Account</b></font></P>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=600>
<tr>
<td valign="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</td>
</tr>
<TR>
<TD VALIGN="TOP">
<P><font size="2"><b>By telephone</b></font><br>
<b><font size="2">Investor Relations<br>
</font></b><font size="2">1-800-345-2021</font><br>
<b><font size="2">Business, Not-For-Profit<br>
and Employer-Sponsored<br>
Retirement Plans<br>
</font></b><font size="2">1-800-345-3533</font><br>
<font size="2"><b>Automated Information Line</b></font><b><br>
</b><font size="2">1-800-345-8765</font></P>
<P><FONT SIZE=2>[GRAPHIC OMITTED:<br>
TELEPHONE] </FONT>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Open an account<br>
</b>If you are a current investor, you can open an account by exchanging
shares from another American Century account. </FONT></P>
<P><FONT SIZE=2><b>Exchange shares</b><br>
Call or use our Automated Information Line if you have authorized us to
accept telephone instructions. </FONT></P>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Make additional investments<br>
</b>Call or use our Automated Information Line if you have authorized
us to invest from your bank account.</FONT></P>
<P><FONT SIZE=2><b>Sell shares<br>
</b>Call a Service Representative.</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Online<br>
</b>www.americancentury.com</FONT></P>
<P><FONT SIZE=2>[GRAPHIC OMITTED:<br>
COMPUTER] </FONT>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Open an account<br>
</b>If you are a current investor, you can open an account by exchanging
shares from another American Century account. </FONT></P>
<P><FONT SIZE=2><b>Exchange shares<br>
</b>Exchange shares from another American Century account. </FONT></P>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Make additional investments<br>
</b>Make an additional investment into an established American Century
account if you have authorized us to invest from your bank account.</FONT></P>
<P><FONT SIZE=2><b>Sell shares<br>
</b>Not available. </FONT></P>
</TD>
</TR>
<tr>
<td valign="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</td>
</tr>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>By mail or fax<br>
</b>P.O. Box 419200<br>
Kansas City, MO 64141-6200</FONT></P>
<P><FONT SIZE=2>Fax<br>
816-340-7962</FONT></P>
<P><FONT SIZE=2>[GRAPHIC OMITTED:<br>
ENVELOPE] </FONT>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Open an account<br>
</b>Send a signed, completed application and check or money order payable
to American Century Investments.</FONT></P>
<P><FONT SIZE=2><b>Exchange shares<br>
</b>Send written instructions to exchange your shares from one American
Century account to another. </FONT></P>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Make additional investments<br>
</b>Send your check or money order for at least $50 with an investment
slip or $250 without an investment slip. If you don't have an investment
slip, include your name, address and account number on your check or money
order.</FONT></P>
<P><FONT SIZE=2><b>Sell shares<br>
</b>Send written instructions or a redemption form to sell shares. Call
a Service Representative to request a form. </FONT></P>
</TD>
</TR>
</TABLE>
<P><font size="3"><br>
<b> A Note about Mailings to Shareholders</b></font></P>
<P><font size="3">To reduce expenses and demonstrate respect for our environment,
we will deliver a single copy of most financial reports and prospectuses to
investors who share an address, even if the accounts are registered under different
names. If you would like to receive separate mailings, please call us and we
will begin individual delivery within 30 days. If you'd like to reduce mailbox
clutter even more, visit www.americancentury.com and sign up to receive these
documents by email. In most cases, we also will deliver account statements for
all the investors in a household in a single envelope.</font></P>
<P><font size="3"><b>Your Guide to Services and Policies</b></font></P>
<P><font size="3">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.</font></P>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=600>
<tr>
<td valign="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</td>
</tr>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Automatically</b></font></P>
<P><FONT SIZE=2>[GRAPHIC OMITTED:<br>
ARROW IN A CIRCLE] </FONT>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Open an account<br>
</b>Not available.</FONT></P>
<P><FONT SIZE=2><b>Exchange shares<br>
</b>Send written instructions to set up an automatic exchange of your
shares from one American Century account to another. </FONT></P>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Make additional investments<br>
</b>With the automatic investment privilege, you can purchase shares on
a regular basis. You must invest at least $600 per year per account.</FONT></P>
<P><FONT SIZE=2><b>Sell shares<br>
</b>If you have at least $10,000 in your account, you may sell shares
automatically by establishing Check-A-Month or Automatic Redemption plans.
</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>By wire</b></FONT></P>
<P><FONT SIZE=2>[GRAPHIC OMITTED: POINTING FINGER] Please remember if you
request redemptions by wire, $10 will be deducted from the amount redeemed.
Your bank also may charge a fee.</FONT></P>
<P><FONT SIZE=2>[GRAPHIC OMITTED:<br>
FAX MACHINE] </FONT>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Open an account<br>
</b>Call to set up your account or mail a completed application to the
address provided in the "By mail" section. Give your bank the following
information to wire money.</FONT></P>
<UL>
<LI><FONT SIZE=2>Our bank information:</FONT></LI>
<br>
Commerce Bank N.A. <br>
Routing No. 101000019<br>
Account No. 2804918
<LI><FONT SIZE=2>The fund name </FONT></LI>
<LI><FONT SIZE=2>Your American Century account number* </FONT></LI>
<LI><FONT SIZE=2>Your name </FONT></LI>
<LI><FONT SIZE=2>The contribution year (for IRAs only)<BR>
<I>* For additional investments only</I></FONT></LI>
</UL>
</TD>
<TD VALIGN="TOP">
<P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>Make additional investments<br>
</b>Follow the wire instructions.</FONT></P>
<P><FONT SIZE=2><b>Sell shares<br>
</b>You can receive redemption proceeds by wire or electronic transfer.
</FONT></P>
<P><FONT SIZE=2><b>Exchange shares<br>
</b>Not available. </FONT></P>
</TD>
</TR>
<tr>
<td valign="TOP" colspan="5">
<hr width="100%" size="1" noshade>
</td>
</tr>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2><b>In person </b> </FONT>
</TD>
<TD VALIGN="TOP">
<P> </P>
</TD>
<TD VALIGN="TOP" COLSPAN=3>
<P><FONT SIZE=2>If you prefer to handle your transactions in person, visit
one of our Investor Centers and a representative can help you open an
account, make additional investments, and sell or exchange shares.</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN="TOP"><FONT size="2"> </FONT></TD>
<TD VALIGN="TOP"><FONT size="2"></FONT></TD>
<TD VALIGN="TOP"><FONT size="2"> </FONT></TD>
<TD VALIGN="TOP"><FONT size="2"></FONT></TD>
<TD VALIGN="TOP"><FONT size="2"> </FONT></TD>
</TR>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2>[GRAPHIC OMITTED:<br>
MALE FIGURE] </FONT>
</TD>
<TD VALIGN="TOP">
<P> </P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>4500 Main St.<BR>
Kansas City, Missouri<BR>
8 a.m. to 5:30 p.m., Monday – Friday</FONT></P>
<P><FONT SIZE=2>1665 Charleston Road<BR>
Mountain View, California<BR>
8 a.m. to 5 p.m., Monday – Friday </FONT></P>
</TD>
<TD VALIGN="TOP">
<P> </P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2>4917 Town Center Drive<BR>
Leawood, Kansas<BR>
8 a.m. to 6 p.m.,<br>
Monday – Friday <BR>
8 a.m. to noon, Saturday</FONT></P>
<P><FONT SIZE=2>9445 East County Line Road, Suite A<BR>
Englewood, Colorado<BR>
8 a.m. to 6 p.m.,<br>
Monday – Friday<BR>
8 a.m. to noon, Saturday </FONT></P>
</TD>
</TR>
</TABLE>
<P><font size="3"><br>
<b> Minimum Initial Investment Amounts</b></font></P>
Global Growth International Discovery(1)
To open an account, the minimum investments are: 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) $1,000(2) $10,000
- ------------------------------------------------------------------------------------------------------
Qualified Retirement Plans $2,500(3) $10,000
<OL>
<LI><i><font size="2">This fund is closed to new investors.</font></i></LI>
<LI><i><font size="2">For each fund you select, American Century will waive
the fund minimum if you make a contribution of at least $50 a month. If your
contribution is less than $50, you may make only one fund choice.</font></i></LI>
<LI><i><font size="2">The minimum investment requirements may be different for
some types of retirement plans.</font></i></LI>
</OL>
<P><font size="3"><b>Redemptions</b></font></P>
<P><font size="3">If you sell your shares of International Discovery within 180
days of their purchase, you will pay a redemption fee of 2.0% of the value of
the shares sold. The redemption fee does not apply to shares purchased through
reinvested distributions (dividends and capital gains).The redemption fee is
retained by the fund and helps cover transaction and tax costs long-term investors
may bear when the fund realizes capital gains as a result of selling securities
to meet shareholder redemptions.</font></P>
<P><font size="3"><b>Redemption of Shares in Low-Balance Accounts</b></font></P>
<P><font size="3">If your 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. 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.</font></P>
<P><font size="3"><b>Modifying or Canceling an Investment</b></font></P>
<P><font size="3">Investment instructions are irrevocable. That means that once
you have mailed or otherwise transmitted your investment instruction, you may
not modify or cancel it. Each fund reserves the right to suspend the offering
of shares for a period of time, and each fund reserves the right to reject any
specific purchase order (including purchases by exchange or conversion). Additionally,
we may refuse a purchase if, in our judgment, it is of a size that would disrupt
the management of a fund.</font></P>
<P><font size="3"><b>Abusive Trading Practices</b></font></P>
<P><font size="3">We do not permit market timing or other abusive trading practices
in our funds.</font></P>
<P><font size="3">Excessive, short-term (market timing) or other abusive trading
practices may disrupt portfolio management strategies and harm fund performance.
To minimize harm to the funds and their shareholders, we reserve the right to
reject any purchase order (including exchanges) from any investor we believe
has a history of abusive trading or whose trading, in our judgment, has been
or may be disruptive to a fund. In making this judgment, we may consider trading
done in multiple accounts under common ownership or control. We also reserve
the right to delay delivery of your redemption proceeds—up to seven days—or
to honor certain redemptions with securities, rather than cash, as described
in the next section.</font></P>
<P><font size="3"><b>Special Requirements for Large Redemptions</b></font></P>
<P><font size="3">If, during any 90-day period, you redeem fund shares worth more
than $250,000 (or 1% of the assets of the fund if that percentage is less than
$250,000), we reserve the right to pay part or all of the redemption proceeds
in excess of this amount in readily marketable securities instead of in cash.
The securities would be selected from the fund's portfolio by the fund managers.
A payment in securities can help the fund's remaining investors avoid tax liabilities
that they might otherwise have incurred had the fund sold securities prematurely
to pay the entire redemption amount in cash.</font></P>
<P><font size="3">We will value these securities in the same manner as we do in
computing the fund's net asset value. We may provide these securities in lieu
of cash without prior notice. </font></P>
<P><font size="3">Also, if payment is made in securities, a shareholder may have
to pay brokerage or other transaction costs to convert the securities to cash.</font></P>
<P><font size="3">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 investors.</font></P>
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <i>Financial intermediaries
include banks, broker-dealers, insurance companies and investment advisors.</i></font></P>
<P><font size="3"><b>Investing through Financial Intermediaries</b></font></P>
<P><font size="3">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</font></P>
<UL>
<LI><font size="3">minimum investment requirements </font></LI>
<LI><font size="3">exchange policies </font></LI>
<LI><font size="3">fund choices </font></LI>
<LI><font size="3">cutoff time for investments</font></LI>
</UL>
<P><font size="3">Please contact your financial intermediary or plan sponsor for
a complete description of its policies. Copies of the funds' annual reports,
semiannual reports and Statement of Additional Information are available from
your intermediary or plan sponsor.</font></P>
<P><font size="3">Certain financial intermediaries perform recordkeeping and administrative
services for their clients 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.</font></P>
<P><font size="3">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.</font></P>
<P><font size="3">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. If those orders are transmitted to
American Century and paid for in accordance with the contract, they will be
priced at the net asset value next determined after your request is received
in the form required by the intermediary on a fund's behalf.</font></P>
<P><font size="4"><b><A NAME="K"></A>Share Price and Distributions</b></font></P>
<P><font size="3"><b>Share Price</b></font></P>
<P><font size="3"><i>The <B>net asset value,</B> or
NAV, of a fund is the price of the fund's shares.</i></font></P>
<P><font size="3">American Century determines the net asset value (NAV) of each
fund 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 (including certain U.S. holidays), we do not calculate the NAV.
The NAV of a fund share is the current value of the fund's assets, minus any
liabilities, divided by the number of fund shares outstanding.</font></P>
<P><font size="3">If current market prices of securities owned by a fund are not
readily available, the advisor may determine their fair value in accordance
with procedures adopted by the fund's Board. Trading of securities in foreign
markets may not take place every day the Exchange is open. Also, trading in
some foreign markets and on some electronic trading networks may take place
on weekends or holidays when a fund's NAV 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.</font></P>
<P><font size="3">We will price your purchase, exchange or redemption at the NAV
next determined after we receive your transaction request in good order. </font></P>
<P><font size="3"><b>Distributions</b></font></P>
<P><font size="3">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 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 from net
income, if any, once a year in December. Distributions from realized <B><I>capital
gains</I></B> are paid twice a year, usually in March and December. The funds may make
more frequent distributions, if necessary, to comply with Internal Revenue Code
provisions.</font></P>
<P><font size="3"><i><b>Capital gains</b> are
increases in the values of capital assets, such as stock, from the time the
assets are purchased.</i></font></P>
<P><font size="3">You will participate in fund distributions, when they are declared,
starting the day after your purchase is effective. For example, if you purchase
shares on a day that a distribution is declared, you will not receive that distribution.
If you redeem shares, you will receive any distribution declared on the day
you redeem. If you redeem all shares, we will include any such distributions
received with your redemption proceeds. </font></P>
<P><font size="3">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 your services guide for further information regarding distributions
and your distribution options.</font></P>
<P><font size="4"><b><A NAME="L"></A>Taxes</b></font></P>
<P><font size="3">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 they have received or capital gains they have generated through their
investment activities. Tax consequences also result from sales of fund shares
by investors after the net asset value has increased or decreased.</font></P>
<P><font size="3"><b>Tax-Deferred Accounts</b></font></P>
<P><font size="3">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 a tax-deferred account,
please consult your plan administrator, your summary plan description or a professional
tax advisor.</font></P>
<P><font size="3">[GRAPHIC OMITTED: POINTING FINGER] <b>Buying a Dividend</b></font></P>
<P><font size="3"><i>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.</i></font></P>
<P><i><font size="3">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. The funds distribute those gains to you,
after subtracting any losses, even if you did not own the shares when the gains
occurred.</font></i></P>
<P><i><font size="3">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.</font></i></P>
<P><font size="3"><b>Taxable Accounts</b></font></P>
<P><font size="3">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 on your
investment.</font></P>
<P><font size="3">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.</font></P>
<P><font size="3"><b>Taxability of Distributions</b></font></P>
<P><font size="3">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. Distributions of capital gains are classified either as short term or
long term and are taxed as follows:</font></P>
Type of Distribution Tax Rate for 15% Bracket Tax Rate for 28% Bracket or Above
- -----------------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
- -----------------------------------------------------------------------------------------
Long-term capital gains 10% 20%
<P><font size="3">The tax status of any distributions 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 in cash. American Century will inform you
of the tax status of fund distributions for each calendar year in an annual
tax mailing (Form 1099-DIV).</font></P>
<P><font size="3">Distributions also may be subject to state and local taxes.
Because everyone's tax situation is unique, you may want to consult your tax
professional about federal, state and local tax consequences.</font></P>
<P><font size="3"><b>Taxes on Transactions</b></font></P>
<P><font size="3">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 you held for
12 months or less. Long-term capital gains are gains on fund shares you 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. However, you should note
that loss realized upon the sale or redemption of shares held for six months
or less will be treated as a long-term capital loss to the extent of any distribution
of long-term capital gain to you with respect to those shares. If a loss is
realized on the redemption of fund shares, the reinvestment in additional fund
shares within 30 days before or after the redemption may be subject to the wash
sale rules of the Internal Revenue Code. This may result in a postponement of
the recognition of such loss for federal income tax purposes. </font></P>
<P><font size="3">If you have not certified to us that your Social Security number
or tax identification number is correct and that you are not subject to 31%
withholding, we are required to withhold and remit 31% of dividends, capital
gains distributions and redemptions to the IRS.</font></P>
<P><font size="4"><b><A NAME="M"></A>Multiple Class Information</b></font></P>
<P><font size="3">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.</font></P>
<P><font size="3">American Century offers the other classes of shares primarily
through employer- sponsored retirement plans, or through institutions like banks,
broker-dealers and insurance companies. The other classes have different fees,
expenses and/or minimum investment requirements from the Investor Class. The
difference in the fee structures between 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 for Advisor or Institutional Class shares. You also
can contact a sales representative or financial intermediary who offers those
classes of shares.</font></P>
<P><font size="3">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 between the 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.</font></P>
<P><font size="4"><b><A NAME="N"></A>Financial Highlights</b></font></P>
<P><font size="3"><b>Understanding the Financial Highlights</b></font></P>
<P><font size="3">The tables on the next few pages itemize what contributed to
the changes in share price during the most recently ended fiscal year. They
also show the changes in share price for this period in comparison to changes
over the last five fiscal years.</font></P>
<P><font size="3">On a per-share basis, each table includes as appropriate</font></P>
<UL>
<LI><font size="3">share price at the beginning of the period </font></LI>
<LI><font size="3">investment income and capital gains or losses </font></LI>
<LI><font size="3">distributions of income and capital gains paid to investors
</font></LI>
<LI><font size="3">share price at the end of the period</font></LI>
</UL>
<P><font size="3">Each table also includes some key statistics for the period
as appropriate</font></P>
<UL>
<LI><font size="3"><b>Total Return</b> — the overall percentage of return
of the fund, assuming the reinvestment of all distributions </font></LI>
<LI><font size="3"><b>Expense Ratio</b> — operating expenses as a percentage
of average net assets </font></LI>
<LI><font size="3"><b>Net Income Ratio</b> — net investment income as a
percentage of average net assets </font></LI>
<LI><font size="3"><b>Portfolio Turnover</b> — the percentage of the fund's
buying and selling activity</font></LI>
</UL>
<P><font size="3">The Financial Highlights have been audited by Deloitte &
Touche LLP, independent auditors. Their Independent Auditors' Report is included
in the funds' annual report for the year ended November 30, 1999, which is incorporated
by reference into the Statement of Additional Information, and is available
upon request.</font></P>
<P><font size="4"><b>Global Growth Fund</b></font></P>
<P><font size="3">Investor Class</font></P>
<P><font size="3"><i>For a Share Outstanding Throughout the Year Ended November
30 </i> </font></P>
<P><font size="3"><b>Per-Share Data</b></font></P>
1999(1)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $5.00
-----
Income From Investment Operations
Net Investment Loss(2) (0.01)
Net Realized and Unrealized Gain on Investment Transactions 3.34
-----
Total From Investment Operations 3.33
-----
Net Asset Value, End of Period $8.33
=====
Total Return(3) 66.60%
<P><font size="3"><b>Ratios/Supplemental Data</b></font></P>
1999(1)
- --------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 1.30 %
Ratio of Net Investment Loss to Average Net Assets (0.20)%
Portfolio Turnover Rate 133 %
Net Assets, End of Period (in thousands) $233,823
<OL>
<LI><FONT size=2><i>December 1, 1998 (inception) through November 30, 1999.</i></FONT></LI>
<LI><FONT size=2><i>Computed using average shares outstanding throughout the
period.</i></FONT></LI>
<LI><FONT size=2><i>Total return assumes reinvestment of dividends and capital
gains distributions, if any.</i></FONT></LI>
</OL>
<P><font size="4"><b>International Growth Fund</b></font></P>
<P><font size="3">Investor Class</font></P>
<P><font size="3"><i>For a Share Outstanding Throughout the Years Ended November
30 </i></font></P>
<P><font size="3"><b>Per-Share Data</b></font></P>
1999 1998 1997 1996 1995
-----------------------------------------------------------------------
Net Asset Value, Beginning of Period $ 9.25 $ 9.22 $ 8.73 $ 7.51 $ 7.47
-----------------------------------------------------------------------
Income From Investment Operations
Net Investment Income (Loss) (0.01)(1) 0.03(1) -(2) (0.01)(1) 0.01
Net Realized and Unrealized Gain on
Investment Transactions 3.95 1.31 1.41 1.24 0.40
-----------------------------------------------------------------------
Total From Investment Operations 3.94 1.34 1.41 1.23 0.41
-----------------------------------------------------------------------
Distributions
From Net Investment Income (0.02) (0.03) -- (0.01) --
From Net Realized Gains on
Investment Transactions (0.15) (1.28) (0.92) -- (0.37)
-----------------------------------------------------------------------
Total Distributions (0.17) (1.31) (0.92) (0.01) (0.37)
-----------------------------------------------------------------------
Net Asset Value, End of Period $13.02 $ 9.25 $ 9.22 $ 8.73 $ 7.51
=======================================================================
Total Return(3) 43.22% 16.74% 18.12% 16.35% 5.93%
<P><font size="3"><b>Ratios/Supplemental Data</b></font></P>
1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.27% 1.33% 1.38%(4) 1.65%(4) 1.77%
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.06)% 0.33% 0.04% (0.07)% 0.25%
Portfolio Turnover Rate 117% 190% 163% 158% 169%
Net Assets, End of Period
(in thousands) $3,701,903 $2,448,162 $1,728,617 $1,342,608 $1,210,442
<OL>
<LI><FONT size=2><i>Computed using average shares outstanding throughout the
period.</i></FONT></LI>
<LI><FONT size=2><i>Per-share amount was less than $0.005. </i></FONT></LI>
<LI><FONT size=2><i>Total return assumes reinvestment of dividends and capital
gains distributions, if any. </i></FONT></LI>
<LI><FONT size=2><i>American Century Investment Management, Inc. voluntarily
waived a portion of its management fee effective August 1, 1996 through July
30, 1997. In absence of the management fee waiver, the ratio of operating
expenses to average net assets would have been 1.56% and 1.76% for the years
ended November 30, 1997 and November 30, 1996, respectively.</i></FONT></LI>
</OL>
<P><font size="4"><b>International Discovery Fund</b></font></P>
<P><font size="3">Investor Class</font></P>
<P><font size="3"><i>For a Share Outstanding Throughout the Years Ended November
30 </i></font></P>
<P><font size="3"><b>Per-Share Data</b></font></P>
1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $ 9.24 $ 8.54 $ 7.60 $ 5.70 $ 5.39
----------------------------------------------------------------------
Income From Investment Operations
Net Investment Income (Loss) (0.07)(1) (0.03)(1) (0.03) (0.02)(1) 0.03
Net Realized and Unrealized Gain on
Investment Transactions 6.06 1.22 1.31 1.95 0.28
----------------------------------------------------------------------
Total From Investment Operations 5.99 1.19 1.28 1.93 0.31
Distributions
From Net Investment Income -- (0.02) (0.02) (0.01) --
In Excess of Net Investment Income -- -- -- (0.02) --
From Net Realized Gains on
Investment Transactions (0.03) (0.47) (0.32) -- --
----------------------------------------------------------------------
Total Distributions (0.03) (0.49) (0.34) (0.03) --
----------------------------------------------------------------------
Net Asset Value, End of Period $ 15.20 $ 9.24 $ 8.54 $ 7.60 $ 5.70
======================================================================
Total Return(2) 65.12% 14.79% 17.76% 34.06% 5.75%
<P><font size="3"><b>Ratios/Supplemental Data</b></font></P>
1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------
Ratio of Operating Expenses
to Average Net Assets 1.55% 1.64% 1.70%(3) 1.88%(3) 2.00%
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.65)% (0.36)% (0.37)% (0.31)% 0.27%
Portfolio Turnover Rate 110% 178% 146% 130% 168%
Net Assets, End of Period
(in thousands) $1,408,624 $781,551 $626,327 $377,128 $114,579
<OL>
<LI><FONT size=2><i>Computed using average shares outstanding throughout the
period.</i></FONT></LI>
<LI><FONT size=2><i>Total return assumes reinvestment of dividends and capital
gains distributions, if any.</i></FONT></LI>
<LI><FONT size=2><i>American Century Investment Management, Inc. voluntarily
waived a portion of its management fee effective August 1, 1996 through July
30, 1997. In absence of the management fee waiver, the ratio of operating
expenses to average net assets would have been 1.87% and 1.99% for the years
ended November 30, 1997 and November 30, 1996, respectively. </i></FONT></LI>
</OL>
<P><font size="4"><b>Emerging Markets Fund</b></font></P>
<P><font size="3">Investor Class</font></P>
<P><font size="3"><i>For a Share Outstanding Throughout the Years Ended November
30 (except as noted)</i></font></P>
<P><font size="3"><b>Per-Share Data</b></font></P>
1999 1998 1997(1)
- ------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $ 3.49 $ 4.15 $ 5.00
---------------------------------
Income From Investment Operations
Net Investment Loss(2) (0.01) --(3) (0.01)
Net Realized and Unrealized Gain (Loss) on Investment Transactions 2.14 (0.66) (0.84)
---------------------------------
Total From Investment Operations 2.13 (0.66) (0.85)
Net Asset Value, End of Period $ 5.62 $ 3.49 $ 4.15
---------------------------------
Total Return(4) 61.03% (15.90)% (17.00)%
<P><font size="3"><b>Ratios/Supplemental Data</b></font></P>
1999 1998 1997(1)
- ---------------------------------------------------------------------------------------------
Ratio of Operating Expenses to Average Net Assets 2.00% 2.00% 2.00%(5)
Ratio of Net Investment Loss to Average Net Assets (0.33)% (0.03)% (0.74)%(5)
Portfolio Turnover Rate 168% 270% 36%
Net Assets, End of Period (in thousands) $82,359 $21,124 $11,830
<ol>
<li><FONT SIZE=2><i>September 30, 1997 (inception) through November 30, 1997.</i></FONT></li>
<li><i><font size="2">Computed using average shares outstanding throughout the
period.</font></i></li>
<li><i><font size="2">Per-share amount was less than $0.005. </font></i></li>
<li><i><font size="2">Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</font></i></li>
<li><i><font size="2">Annualized.</font></i></li>
</ol>
<P><font size="4"><b>Notes</b></font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"> </font></P>
<P><font size="3"><b>More information about the funds is contained in these documents</b></font></P>
<P><font size="3"><b>Annual and Semiannual Reports</b></font></P>
<P><font size="3">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.</font></P>
<P><font size="3"><b>Statement of Additional Information (SAI) </b></font></P>
<P><font size="3">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.</font></P>
<P><font size="3">You may obtain a free copy of the SAI or annual and semiannual
reports, and ask questions about the funds or your accounts, by contacting American
Century at the address or telephone numbers listed below.</font></P>
<P><font size="3">You also can get information about the funds (including the
SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating
fee to provide copies of this information.</font></P>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=600>
<TR>
<TD VALIGN="TOP">
<P><font size="3"><i>In person </i></font></P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><font size="3">SEC Public Reference Room<br>
</font><font size="3">Washington, D.C.<br>
</font><font size="3">Call 202-942-8090 for location and hours.<br>
</font></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2><font size="3"><i>On the Internet </i> </font> </FONT></P>
</TD>
<TD VALIGN="TOP">
<UL>
<LI><font size="3">EDGAR database at www.sec.gov </font></LI>
<LI><font size="3">By email request at [email protected]<BR>
</font></LI>
</UL>
</TD>
</TR>
<TR>
<TD VALIGN="TOP">
<P><FONT SIZE=2><font size="3"><i>By mail </i> </font> </FONT></P>
</TD>
<TD VALIGN="TOP">
<P><FONT SIZE=2><font size="3">SEC Public Reference Section <BR>
Washington, D.C. 20549-0102 </font> </FONT></P>
</TD>
</TR>
</TABLE>
<P><font size="3"><br>
<font size="2">Investment Company Act File No. 811-6247</font></font></P>
<P ALIGN="CENTER"><font size="3">[AMERICAN CENTURY LOGO]</font></P>
<P ALIGN="CENTER"><font size="3"><b>American Century Investments</b><BR>
P.O. Box 419200<BR>
Kansas City, Missouri 64141-6200<BR>
1-800-345-2021 or 816-531-5575</font></P>
<P><FONT size=2>0004<BR>
SH-PRS 19163</FONT></P>
<P> </P>
<P> </P>
<TABLE border="0" cellspacing="0" cellpadding="0" width="600">
<TR>
<TD> </TD>
<TD>
<P><FONT size="6"><I>Your <BR>
</I>A<FONT size="5">MERICAN</FONT> C<FONT size="5">ENTURY</FONT><I><BR>
prospectus</I></FONT></P>
<P><FONT size="3"><B>Global Growth Fund</B></FONT></P>
<P><B><FONT size="3">International Growth Fund</FONT></B></P>
<P><B><FONT size="3">International Discovery Fund</FONT></B></P>
<P><B><FONT size="3">Emerging Markets Fund</FONT></B></P>
<P> </P>
</TD>
</TR>
<TR>
<TD>
<P align="right"><FONT size="3">APRIL 1, 2000<BR>
</FONT><FONT size="3">ADVISOR CLASS</FONT></P>
<P align="right"><FONT size="3"><I>International Discovery is<BR>
closed to new investors.<BR>
But shareholders who have<BR>
open accounts may make<BR>
additional investments and<BR>
reinvest dividends and capital<BR>
gains distributions. </I></FONT></P>
<P align="right"><I><FONT size="3">The Securities and Exchange<BR>
Commission has not approved<BR>
or disapproved these securities<BR>
or determined if this Prospectus<BR>
is accurate or complete. Anyone<BR>
who tells you otherwise is<BR>
committing a crime.</FONT></I></P>
<P align="right"><FONT size="3">Funds Distributor, Inc. and<BR>
American Century<BR>
Investment Services, Inc.,<BR>
Distributors</FONT></P>
</TD>
<TD> </TD>
</TR>
<TR>
<TD> </TD>
<TD valign="top">
<DIV align="right"><FONT size=3>[AMERICAN CENTURY LOGO]</FONT></DIV>
</TD>
</TR>
</TABLE>
<P> </P>
<TABLE border="0" cellspacing="0" cellpadding="0" width="600">
<TR valign="top">
<TD>
<DIV align="center"><FONT size=3>[AMERICAN<BR>
CENTURY<BR>
LOGO]</FONT></DIV>
</TD>
<TD> </TD>
<TD> </TD>
</TR>
<TR valign="top">
<TD>
<P> </P>
<P align="center"><FONT size="3"><I>American Century<BR>
Investments</I></FONT></P>
<P align="center"><I><FONT size="3">P.O. Box 419385<BR>
Kansas City, MO<BR>
64141-6385</FONT></I></P>
</TD>
<TD> </TD>
<TD>
<P><FONT size="3">Dear Investor,</FONT></P>
<P><FONT size="3">Planning and maintaining your investment portfolio is
a big job. However, an easy-to-understand Prospectus can make your work
a lot less daunting. We hope you'll find this Prospectus easy to understand,
and more importantly, that it gives you confidence in the investment decisions
you have made or are soon to make.</FONT></P>
<P><FONT size="3">As you begin to read through this Prospectus, take a look
at the table of contents to understand how it is organized. The first
four sections take a close-up look at the funds.</FONT></P>
<P><FONT size="3"><I>An</I> <I>Overview of the Funds</I> — Learn about
fund goals, strategies and risks, and who may or may not want to invest.</FONT></P>
<P><FONT size="3"><I>Fund Performance History</I> — See how the funds
performed from year to year.</FONT></P>
<P><FONT size="3"><I>Fees and Expenses</I> — Find out about fund management
fees and other expenses associated with investing.</FONT></P>
<P><FONT size="3"><I>Objectives, Strategies and Risks </I>— Take a
more detailed look at the principal investment objectives, strategies
and risks presented in the <I>Overview of the Funds</I> section. </FONT></P>
<P><FONT size="3">As you continue to read, the <I>Management</I> section
will acquaint you with the fund management teams, and <I>Investing with
American Century </I>gives an overview about how to invest and manage
your account.</FONT></P>
<P><FONT size="3"><I>Share Price and Distributions, Taxes </I>and<I> Financial
Highlights</I> wrap up the Prospectus with important financial information
you'll need to make an informed decision.</FONT></P>
<P><FONT size="3">Naturally, you may have questions about investing after
you read through the Prospectus. Our Web site, www.americancentury.com,
offers information that could answer many of your questions. Or, a Service
Representative will be happy to help weekdays, 8 a.m. to 5:30 p.m. Central
time. Give us a call at 1-800-345-3533.</FONT></P>
<P><FONT size="3">Sincerely,</FONT></P>
<P><FONT size="3">/s/ Mark Killen</FONT></P>
<P><FONT size="3">Mark Killen<BR>
Senior Vice President<BR>
American Century Investment Services, Inc.</FONT></P>
</TD>
</TR>
</TABLE>
<P><I><FONT size="3">Throughout this book you'll find definitions of key investment
terms and phrases. When you see a word printed in <B>blue italics,</B> look
for its definition in the left margin.</FONT></I></P>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <I>This symbol highlights special
information and helpful tips.</I></FONT></P>
<P><FONT SIZE=4><B>Table of Contents</B></FONT></P>
<P><FONT SIZE=3><A href="#ZA">An Overview of the Funds</A></FONT></P>
<P><FONT SIZE=3><A href="#ZB">Fund Performance History</A></FONT></P>
<P><FONT SIZE=3><A href="#ZC">Fees and Expenses</A></FONT></P>
<P><FONT SIZE=3><A href="#ZD">Objectives, Strategies and Risks</A></FONT></P>
<P><FONT SIZE=3> Global Growth Fund</FONT></P>
<P><FONT SIZE=2><FONT size=3> </FONT><FONT size="3">International
Growth Fund</FONT></FONT></P>
<P><FONT SIZE=2><FONT size=3> </FONT><FONT size="3">International
Discovery Fund</FONT></FONT></P>
<P><FONT SIZE=2><FONT size=3> </FONT><FONT size="3">Emerging
Markets Fund</FONT></FONT></P>
<P><FONT SIZE=3><A href="#ZI">Management</A></FONT></P>
<P><FONT SIZE=3><A href="#ZJ">Investing with American Century</A></FONT></P>
<P><FONT SIZE=3><A href="#ZK">Share Price and Distributions</A></FONT></P>
<P><FONT SIZE=3><A href="#ZL">Taxes</A></FONT></P>
<P><FONT SIZE=3><A href="#ZM">Multiple Class Information</A></FONT></P>
<P><FONT SIZE=3><A href="#ZN">Financial Highlights</A></FONT></P>
<P><FONT SIZE=3><A href="#ZO">Performance Information of Other Class</A></FONT></P>
<P><FONT SIZE=4><B><A NAME="ZA"></A>An Overview of the Funds</B></FONT></P>
<P><FONT SIZE=3><B>What are the funds' investment objectives?</B></FONT></P>
<P><FONT SIZE=3>These funds seek capital growth.</FONT></P>
<P><FONT SIZE=3><B>What are the funds' primary investment strategies and principal
risks?</B></FONT></P>
<P><FONT SIZE=3>The fund managers look for stocks of growing foreign companies.
The investment strategy of these funds is based on the belief 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. </FONT></P>
<P><FONT SIZE=3>The funds' principal risks include</FONT></P>
<UL>
<LI><FONT SIZE=2><B><FONT size="3">Market Risk</FONT></B><FONT size="3"> —
The value of a fund's shares will go up and down based on the performance
of the companies whose securities it owns and other factors generally affecting
the securities market. </FONT></FONT></LI>
<LI><FONT SIZE=3><B>Price Volatility</B> — The value of a fund's shares
may fluctuate significantly in the short term. </FONT></LI>
<LI><FONT SIZE=3><B>Principal Loss</B> — As with all funds, if you sell
your shares when their value is less than the price you paid, you will lose
money. </FONT></LI>
<LI><FONT SIZE=3><B>Foreign Risk</B> — The funds invest primarily in foreign
securities, which are generally riskier than U.S. stocks. As a result the
funds are subject to foreign risk, meaning that political events (civil unrest,
national elections, imposition of exchange controls), social and economic
events (labor strikes, rising inflation) and natural disasters occurring in
a country where the funds invest could cause the funds' investments in that
country to experience gains or losses. </FONT></LI>
<LI><FONT SIZE=3><B>Currency Risk</B> — Because the funds' foreign investments
are generally held in foreign currencies, the funds are subject to currency
risk, meaning that the funds could experience gains or losses solely on changes
in the exchange rate between foreign currencies and the U.S. dollar.</FONT></LI>
</UL>
<P><FONT SIZE=2><FONT size="3">The chart below shows the primary differences among
the funds. </FONT><FONT size="3"><BR>
</FONT></FONT></P>
<TABLE cellspacing=0 border=0 width=600>
<TR>
<TD valign="TOP">
<P><I><FONT size=2>Fund</FONT></I>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><I><FONT size="2">Primary Investments </FONT></I>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><I><FONT size="2">Principal Risks </FONT></I>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size="2">Global Growth </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">U.S. and foreign equity securities of issuers in developed
countries </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">Invests a significant portion of its assets in foreign
securities </FONT>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size="2">International Growth </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">Equity securities of issuers in developed foreign countries
</FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">Invests primarily in foreign securities </FONT>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size="2">International Discovery </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">Equity securities of foreign issuers that are small- to
medium-sized at the time of purchase </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">Invests primarily in small- to medium-sized foreign issuers
</FONT>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size="2">Emerging Markets </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">Equity securities of issuers in emerging markets </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size="2">Invests primarily in emerging markets </FONT>
</TD>
</TR>
</TABLE>
<P><FONT SIZE=3><BR>
A more detailed description of American Century's growth investment style and
the funds' investment strategies and risks begins on page 6.</FONT></P>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <I>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. </I></FONT></P>
<P><FONT SIZE=3><B>Who <I>may</I> want to invest in the funds?</B></FONT></P>
<P><FONT SIZE=3>The funds may be a good investment if you are</FONT></P>
<UL>
<LI><FONT SIZE=3>seeking long-term capital growth from your investment </FONT></LI>
<LI><FONT SIZE=3>seeking diversification of your investment portfolio through
investment in foreign securities </FONT></LI>
<LI><FONT SIZE=3>comfortable with the risks associated with investing in U.S.
and foreign growth securities </FONT></LI>
<LI><FONT SIZE=3>comfortable with short-term price volatility </FONT></LI>
<LI><FONT SIZE=3>investing through an IRA or other tax-advantaged retirement
plan</FONT></LI>
</UL>
<P><FONT SIZE=3><B>Who <I>may not</I> want to invest in the funds?</B></FONT></P>
<P><FONT SIZE=3>The funds may not be a good investment if you are</FONT></P>
<UL>
<LI><FONT SIZE=3>seeking current income from your investment </FONT></LI>
<LI><FONT SIZE=3>investing for a short period of time </FONT></LI>
<LI><FONT SIZE=3>uncomfortable with the risks associated with investing in foreign
securities </FONT></LI>
<LI><FONT SIZE=3>uncomfortable with short-term volatility in the value of your
investment</FONT></LI>
</UL>
<P><FONT SIZE=4><B><A NAME="ZB"></A>Fund Performance History</B></FONT></P>
<P><FONT SIZE=3><B>International Growth Fund</B></FONT></P>
<P><FONT SIZE=3><B>International Discovery Fund</B></FONT></P>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <I>The performance information
on this page is designed to help you see how the funds' returns can vary. Keep
in mind that past performance does not predict how the funds will perform in
the future.</I></FONT></P>
<P><FONT SIZE=3><B>Annual Total Returns</B></FONT></P>
<P><FONT SIZE=3>The following bar chart shows the performance of the funds' Advisor
Class shares for each of the last 10 calendar years or for each full calendar
year in the life of a fund if less than 10 years. It indicates the volatility
of the funds' historical returns from year to year. Global Growth and Emerging
Markets are not included because they do not yet have a full calendar year of
performance.</FONT></P>
<P ALIGN="CENTER"><font size="3">[GRAPHIC OMITTED]</font></P>
<P ALIGN="CENTER"><font size="3">[The following table was depicted as a bar graph
in the printed material.]</font></P>
1997 1998 1999
International Growth 19.43% 18.86% 64.06%
International Discovery 88.04%
<P><FONT SIZE=3>The highest and lowest quarterly returns for the period reflected
in the bar chart are: </FONT></P>
Highest Lowest
- --------------------------------------------------------------------------------
International Growth 48.12% (4Q 1999) -18.06% (3Q 1998)
- --------------------------------------------------------------------------------
International Discovery 50.78% (4Q 1999) 3.93% (3Q 1999)
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] For current performance information,
please call us at 1-800-345-3533 or visit American Century's Web site at www.americancentury.com.</FONT></P>
<P><FONT size="3"><B>Average Annual Total Returns</B></FONT></P>
<P><FONT SIZE=3>The following table shows the average annual total returns of
the funds' Advisor Class shares for the periods indicated. The benchmarks are
unmanaged indices that have no operating costs and are included in the table
for performance comparison. Global Growth and Emerging Markets are not included
because they do not yet have a full calendar year of performance.</FONT></P>
For the calendar year ended December 31, 1999 1 year Life of Fund(1)
- --------------------------------------------------------------------------------
International Growth 64.06% 32.03%
- --------------------------------------------------------------------------------
MSCI EAFE Index 26.96% 15.01%
- --------------------------------------------------------------------------------
International Discovery 88.04% 41.26%
- --------------------------------------------------------------------------------
MSCI EAFE Index 26.96% 17.96%
<OL>
<LI><FONT size="2"><I>The inception dates are: International Growth, October 2,
1996; and International Discovery, April 28, 1998.</I></FONT></LI>
</OL>
<P><FONT SIZE=3><B>Performance Information of Other Class</B></FONT></P>
<P><FONT SIZE=3>The original class of shares of the funds was the Investor Class.
For information about the historical performance of the original class of shares,
see page 22.</FONT></P>
<P><FONT SIZE=4><B><A NAME="ZC"></A>Fees and Expenses</B></FONT></P>
<P><FONT SIZE=3>There are no sales loads, fees or other charges </FONT></P>
<UL>
<LI><FONT SIZE=3>to buy fund shares directly from American Century </FONT></LI>
<LI><FONT SIZE=3>to reinvest dividends in additional shares</FONT></LI>
</UL>
<P><FONT SIZE=3>The following table describes the fees and expenses you will pay
if you buy and hold shares of the funds.</FONT></P>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <I>A redemption is the sale
of all or a portion of the shares in an account, including as part of an exchange
to another American Century account.</I></FONT></P>
<P><FONT SIZE=3><B>Shareholder Fees (fees paid directly from your investment)
</B></FONT></P>
International Discovery Redemption Fee (as a percentage of amount redeemed/exchanged)
- ----------------------------------------------------------------------------------------------------
Shares held less than 180 days 2.0%
- ----------------------------------------------------------------------------------------------------
Shares held 180 days or more None
<P><B><FONT size="3">Annual Operating Expenses (expenses that are deducted from
fund assets)</FONT></B></P>
Management Distribution and Other Total Annual Fund
Fee(1) Service (12b-1) Fees(2) Expenses(3) Operating Expenses
- -----------------------------------------------------------------------------------------------------
Global Growth 1.05% 0.50% 0.00% 1.55%
- -----------------------------------------------------------------------------------------------------
International Growth 1.02% 0.50% 0.00% 1.52%
- -----------------------------------------------------------------------------------------------------
International Discovery 1.30% 0.50% 0.00% 1.80%
- -----------------------------------------------------------------------------------------------------
Emerging Markets 1.75% 0.50% 0.00% 2.25%
<OL>
<LI><FONT SIZE=2><I>Based on expenses incurred during the funds' most recent
fiscal year. The funds have stepped fee schedules. As a result, the funds'
management fee rate generally decreases as fund assets increase.</I></FONT></LI>
<LI><I><FONT SIZE=2>The 12b-1 fee is designed to permit investors to purchase
Advisor Class shares through broker-dealers, banks, <BR>
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.
For more information, see Service and Distribution Fees, page 16. </FONT></I></LI>
<LI><I><FONT SIZE=2>Other expenses, which include the fees and expenses of the
funds' independent directors and their legal counsel as well as interest,
were less than 0.005% for the most recent fiscal year.</FONT></I></LI>
</OL>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <I>Use this example to compare
the costs of investing in other funds. Of course, your actual costs may be higher
or lower.</I> </FONT></P>
<P><FONT SIZE=3><B>Example</B></FONT></P>
<P><FONT SIZE=3>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 . . .</FONT></P>
<UL>
<LI><FONT SIZE=3>invest $10,000 in the fund </FONT></LI>
<LI><FONT SIZE=3>redeem all of your shares at the end of the periods shown below
</FONT></LI>
<LI><FONT SIZE=3>earn a 5% return each year </FONT></LI>
<LI><FONT SIZE=3>incur the same operating expenses as shown above</FONT></LI>
</UL>
<P><FONT SIZE=3>. . . your cost of investing in the fund would be:</FONT></P>
1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------------
Global Growth $157 $487 $ 840 $1,832
- -------------------------------------------------------------------------------------
International Growth $154 $478 $ 824 $1,800
- -------------------------------------------------------------------------------------
International Discovery $182 $563 $ 968 $2,098
- -------------------------------------------------------------------------------------
Emerging Markets $226 $697 $1,194 $2,558
<P><FONT size="4"><B><A NAME="ZD"></A>Objectives, Strategies and Risks</B></FONT></P>
<P><FONT SIZE=3><B>Global Growth Fund<BR>
International Growth Fund<BR>
International Discovery Fund<BR>
Emerging Markets Fund</B></FONT></P>
<P><FONT SIZE=3><B>What are the funds' investment objectives?</B></FONT></P>
<P><FONT SIZE=3>These funds seek capital growth.</FONT></P>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <I>Accelerating growth is shown,
for example, by growth that is faster this quarter than last or faster this
year than the year before.</I></FONT></P>
<P><FONT SIZE=3><B>How do the funds pursue their investment objectives?</B></FONT></P>
<P><FONT SIZE=3>The fund managers use a growth investment strategy developed by
American Century to invest in stocks of companies that they believe will increase
in value over time. 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 earnings and revenue growth have a greater-than-average chance
to increase in value.</FONT></P>
<P><FONT SIZE=3>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 simply buying any company in a growing industry or sector. The
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.</FONT></P>
<P><FONT SIZE=3>In addition to locating strong companies with earnings and revenue
growth, the fund managers believe that it is important to diversify the funds'
holdings across different countries and geographical regions in an effort 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.</FONT></P>
<P><FONT SIZE=3>The fund managers do not attempt to time the market. Instead,
under normal market conditions, they intend to keep the funds essentially fully
invested in stocks regardless of the movement of stock prices generally. When
the managers believe it is prudent, the funds may invest a portion of their
assets in convertible securities, foreign securities, short-term securities,
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 complete description of the derivatives policy is included in the
Statement of Additional Information.</FONT></P>
<P><FONT SIZE=3>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 fiscal period. You may get these
reports at no cost by calling us.</FONT></P>
<P><FONT SIZE=3><B>What kinds of securities do the funds buy?</B></FONT></P>
<P><FONT SIZE=3>The funds will usually purchase equity securities of foreign companies
(except Global Growth, which will usually purchase equity securities of both
U.S. and foreign companies). The funds can purchase other types of securities
as well, such as domestic and foreign preferred stocks, convertible securities,
equity-equivalent securities, non-leveraged futures and options, notes, bonds
and other debt securities of companies, and obligations of domestic or foreign
governments and their agencies.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>What are the differences between the funds?</B></FONT></P>
<UL>
<LI><FONT SIZE=3>Global Growth invests in both U.S. and foreign companies. The
fund's assets will be primarily invested at all times in equity securities
of issuers in developed countries worldwide (including the United States).
</FONT></LI>
<LI><FONT SIZE=3>International Growth's assets will be primarily invested at
all times in securities of companies in developed countries (excluding the
United States). </FONT></LI>
<LI><FONT SIZE=3>International Discovery's assets will be primarily invested
at all times in equity securities of foreign companies that are small- to
medium-sized at the time of purchase. </FONT></LI>
<LI><FONT SIZE=3>Emerging Markets' assets will be primarily invested at all
times in equity securities of companies located in emerging market countries and companies that derive
a significant portion of their business from emerging market countries.</FONT></LI>
</UL>
<P><FONT SIZE=3>In determining whether a company is foreign, the fund managers
will consider various factors, including where the company is headquartered,
where the company's principal operations are located, where the company's revenues
are derived, where the principal trading market is located and the country in
which the company was legally organized. The weighting given to each of these
factors will vary depending on the circumstances in a given case. The funds
consider developed countries to include Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Luxembourg,
the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland,
the United Kingdom and the United States. In addition, as used in the Statement
of Additional Information, securities of issuers in emerging market
countries means (i) securities of issuers for which the principal securities
trading market is an emerging market country or (ii) securities of issuers having
their principal place of business or principal office in an emerging market
country.</FONT></P>
<P><FONT SIZE=3><B>What are the principal risks of investing in the funds?</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>As with all funds, your shares may be worth more or less at any
given time than the price you paid for them. If you sell your shares when the
value is less than the price you paid, you will lose money.</FONT></P>
<P><FONT SIZE=3>Investing in foreign securities has certain unique risks that
make it generally riskier than investing in U.S. stocks. These risks include
increased exposure to political, social and economic events in world markets;
limited availability of public information about a company; less developed trading
markets and regulatory practices; and a lack of uniform financial reporting
practices compared to those that apply in the United States. In addition, foreign
securities are subject to currency risk, meaning that because the funds' investments
are generally held in foreign currencies, the funds could experience gains or
losses based solely on changes in the exchange rate between foreign currencies
and the U.S. dollar.</FONT></P>
<P><FONT SIZE=3>Investing in smaller foreign companies generally presents unique
risks in addition to the risks of investing in foreign securities. 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.
These factors may cause investments in smaller foreign companies to experience
more price volatility.</FONT></P>
<P><FONT SIZE=3>Investing in emerging market companies generally is also riskier
than investing in foreign securities. Emerging market countries may have unstable
governments and/or economies that are subject to sudden change. These changes
may be magnified by the countries' emergent financial markets, resulting in
significant volatility to investments in these countries. These countries also
may lack the legal, business and social framework to support securities markets.</FONT></P>
<P><FONT SIZE=3>The fund managers may buy a large amount of a company's stock
quickly, and may dispose of it quickly if the company's earnings or revenues
decline. While the managers believe this strategy provides substantial appreciation
potential over the long term, in the short term it can create a significant
amount of share price volatility. This volatility can be greater than that of
the average stock fund.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=4><B><A NAME="ZI"></A>Management</B></FONT></P>
<P><FONT SIZE=3><B>Who manages the funds?</B></FONT></P>
<P><FONT SIZE=3>The Board of Directors, investment advisor and fund management
team play key roles in the management of the funds.</FONT></P>
<P><FONT SIZE=3><B>The Board of Directors</B></FONT></P>
<P><FONT SIZE=3>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 two-thirds of the directors are independent of the funds'
advisor; that is, they are not employed by and have no financial interest in
the advisor.</FONT></P>
<P><FONT SIZE=3><B>The Investment Advisor</B></FONT></P>
<P><FONT SIZE=3>The funds' investment advisor is American Century Investment Management,
Inc. The advisor has been managing mutual funds since 1958. The advisor is headquartered
at 4500 Main Street, Kansas City, Missouri 64111.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>For the services it provided to the funds during the most recent
fiscal year, the advisor received a unified management fee based on a percentage
of the average net assets of the Advisor Class shares of each fund. The amount
of the management fee for a fund is calculated on a class-by-class basis daily
and paid monthly.</FONT></P>
<P><FONT SIZE=3>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. </FONT></P>
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, 1999
- --------------------------------------------------------------------------------
Global Growth 1.05%
- --------------------------------------------------------------------------------
International Growth 1.02%
- --------------------------------------------------------------------------------
International Discovery 1.30%
- --------------------------------------------------------------------------------
Emerging Markets 1.75%
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <B>Code of Ethics</B></FONT></P>
<P><FONT SIZE=3><I>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 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.</I></FONT></P>
<P><FONT SIZE=3><B>The Fund Management Teams</B></FONT></P>
<P><FONT SIZE=3>The advisor uses teams of portfolio managers, assistant portfolio
managers and analysts to manage the funds. The teams meet regularly to review
portfolio holdings and 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.</FONT></P>
<P><FONT SIZE=3>The portfolio managers on the investment teams are identified
below:</FONT></P>
<P><FONT SIZE=3><B>Henrik Strabo</B></FONT></P>
<P><FONT SIZE=3>Mr. Strabo, Chief Investment Officer—International Equities,
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.</FONT></P>
<P><FONT SIZE=3><B>Mark S. Kopinski</B></FONT></P>
<P><FONT SIZE=3>Mr. Kopinski, Senior Vice President and Senior 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 1990
to 1995, he served as Vice President and a member of the team that managed International
Growth and International Discovery. He has a bachelor's degree in business administration
from Monmouth College and an MA in Asian studies from the University of Illinois.</FONT></P>
<P><FONT SIZE=3><B>Michael J. Donnelly</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Bradley Amoils</B></FONT></P>
<P><FONT SIZE=3>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.
</FONT></P>
<P><FONT SIZE=3><B>Brian Brady</B></FONT></P>
<P><FONT SIZE=3>Mr. Brady, Vice President and 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.</FONT></P>
<P><FONT SIZE=3><B>Fundamental Investment Policies</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=4><B><A NAME="ZJ"></A>Investing with American Century</B></FONT></P>
<P><FONT SIZE=3><B>Eligibility for Advisor Class Shares</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Redemptions</B></FONT></P>
<P><FONT SIZE=3>If you sell your shares of International Discovery within 180
days of their purchase, you will pay a redemption fee of 2.0% of the value of
the shares sold. The redemption fee does not apply to shares purchased through
reinvested distributions (dividends and capital gains).The redemption fee is
retained by the fund and helps cover transaction and tax costs long-term investors
may bear when the fund realizes capital gains as a result of selling securities
to meet shareholder redemptions.</FONT></P>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <I>Financial intermediaries
include banks, broker-dealers, insurance companies and investment advisors.</I></FONT></P>
<P><FONT SIZE=3><B>Investing through Financial Intermediaries</B></FONT></P>
<P><FONT SIZE=3>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</FONT></P>
<UL>
<LI><FONT SIZE=3>minimum investment requirements </FONT></LI>
<LI><FONT SIZE=3>exchange policies </FONT></LI>
<LI><FONT SIZE=3>fund choices </FONT></LI>
<LI><FONT SIZE=3>cutoff time for investments</FONT></LI>
</UL>
<P><FONT SIZE=3>Please contact your financial intermediary or plan sponsor for
a complete description of its policies. Copies of the funds' annual reports,
semiannual reports and Statement of Additional Information are available from
your intermediary or plan sponsor.</FONT></P>
<P><FONT SIZE=3>Certain financial intermediaries perform recordkeeping and administrative
services for their clients 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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. If those orders are transmitted to
American Century and paid for in accordance with the contract, they will be
priced at the net asset value next determined after your request is received
in the form required by the intermediary on a fund's behalf.</FONT></P>
<P><FONT SIZE=3><B>Modifying or Canceling an Investment</B></FONT></P>
<P><FONT SIZE=3>Investment instructions are irrevocable. That means that once
you have mailed or otherwise transmitted your investment instruction, you may
not modify or cancel it. Each fund reserves the right to suspend the offering
of shares for a period of time, and each fund reserves the right to reject any
specific purchase order (including purchases by exchange or conversion). Additionally,
we may refuse a purchase if, in our judgment, it is of a size that would disrupt
the management of a fund.</FONT></P>
<P><FONT SIZE=3><B>Abusive Trading Practices</B></FONT></P>
<P><FONT SIZE=3>We do not permit market timing or other abusive trading practices
in our funds.</FONT></P>
<P><FONT SIZE=3>Excessive, short-term (market timing) or other abusive trading
practices may disrupt portfolio management strategies and harm fund performance.
To minimize harm to the funds and their shareholders, we reserve the right to
reject any purchase order (including exchanges) from any investor we believe
has a history of abusive trading or whose trading, in our judgment, has been
or may be disruptive to a fund. In making this judgment, we may consider trading
done in multiple accounts under common ownership or control. We also reserve
the right to delay delivery of your redemption proceeds—up to seven days—or
to honor certain redemptions with securities, rather than cash, as described
in the next section.</FONT></P>
<P><FONT SIZE=3><B>Special Requirements for Large Redemptions</B></FONT></P>
<P><FONT SIZE=3>If, during any 90-day period, you redeem fund shares worth more
than $250,000 (or 1% of the assets of the fund if that percentage is less than
$250,000), we reserve the right to pay part or all of the redemption proceeds
in excess of this amount in readily marketable securities instead of in cash.
The securities would be selected from the fund's portfolio by the fund managers.
A payment in securities can help the fund's remaining investors <BR>
avoid tax liabilities that they might otherwise have incurred had the fund sold
securities prematurely to pay the entire redemption amount in cash.</FONT></P>
<P><FONT SIZE=3>We will value these securities in the same manner as we do in
computing the fund's net asset value. We may provide these securities in lieu
of cash without prior notice. </FONT></P>
<P><FONT SIZE=3>Also, if payment is made in securities, a shareholder may have
to pay brokerage or other transaction costs to convert the securities to cash.</FONT></P>
<P><FONT SIZE=3>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 investors.</FONT></P>
<P><FONT SIZE=4><B><A NAME="ZK"></A>Share Price and Distributions</B></FONT></P>
<P><FONT SIZE=3><I>The <B>net asset value,</B> or NAV, of a fund is the price of the
fund's shares.</I></FONT></P>
<P><FONT SIZE=3><B>Share Price</B></FONT></P>
<P><FONT SIZE=3>American Century determines the <I>net asset value</I> (NAV) of
each fund 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 (including certain U.S. holidays), we do not calculate
the NAV. The NAV of a fund share is the current value of the fund's assets,
minus any liabilities, divided by the number of fund shares outstanding.</FONT></P>
<P><FONT SIZE=3>If current market prices of securities owned by a fund are not
readily available, the advisor may determine their fair value in accordance
with procedures adopted by the fund's Board. Trading of securities in foreign
markets and on some electronic trading networks may not take place every day
the Exchange is open. Also, trading in some foreign markets may take place on
weekends or holidays when a fund's NAV 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.</FONT></P>
<P><FONT SIZE=3>We will price your purchase, exchange or redemption at the NAV
next determined after we receive your transaction request in good order. </FONT></P>
<P><FONT SIZE=3><I><B>Capital gains</B> are increases in the values of capital
assets, such as stock, from the time the assets are purchased.</I></FONT></P>
<P><FONT SIZE=3><B>Distributions</B></FONT></P>
<P><FONT SIZE=3>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 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 <I>capital gains</I> realized
on the sale of investment securities. Each fund generally pays distributions
from net income, if any, once a year in December. Distributions from realized
capital gains are paid twice a year, usually in March and December. The funds
may make more frequent distributions, if necessary, to comply with Internal
Revenue Code provisions.</FONT></P>
<P><FONT SIZE=3>You will participate in fund distributions, when they are declared,
starting the day after your purchase is effective. For example, if you purchase
shares on a day that a distribution is declared, you will not receive that distribution.
If you redeem shares, you will receive any distribution declared on the day
you redeem. If you redeem all shares, we will include any such distributions
received with your redemption proceeds. All distributions from the fund will
be invested in additional shares.</FONT></P>
<P><FONT SIZE=3>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 your services guide for further information regarding distributions
and your distribution options.</FONT></P>
<P><FONT SIZE=4><B><A NAME="ZL"></A>Taxes</B></FONT></P>
<P><FONT SIZE=3>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 they
have received or capital gains they have generated through their investment
activities. Tax consequences also result from sales of fund shares by investors
after the net asset value has increased or decreased.</FONT></P>
<P><FONT SIZE=3><B>Tax-Deferred Accounts</B></FONT></P>
<P><FONT SIZE=3>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 a tax-deferred account,
please consult your plan administrator, your summary plan description or a professional
tax advisor.</FONT></P>
<P><FONT SIZE=3>[GRAPHIC OMITTED: POINTING FINGER] <B>Buying a Dividend</B></FONT></P>
<P><FONT SIZE=3><I>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.</I></FONT></P>
<P><FONT SIZE=3><I>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. The funds distribute those gains to you, after subtracting
any losses, even if you did not own the shares when the gains occurred.</I></FONT></P>
<P><FONT SIZE=3><I>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.</I></FONT></P>
<P><FONT SIZE=3><B>Taxable Accounts</B></FONT></P>
<P><FONT SIZE=3>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 on your
investment.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Taxability of Distributions</B></FONT></P>
<P><FONT SIZE=3>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.
Distributions of capital gains are classified either as short term or long term
and are taxed as follows:</FONT></P>
Type of Distribution Tax Rate for 15% Bracket Tax Rate for 28% Bracket or Above
- -----------------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
- -----------------------------------------------------------------------------------------
Long-term capital gains 10% 20%
<P><FONT size="3">The tax status of any distributions 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 in cash. American Century will inform you
of the tax status of fund distributions for each calendar year in an annual
tax mailing (Form 1099-DIV).</FONT></P>
<P><FONT SIZE=3>Distributions also may be subject to state and local taxes. Because
everyone's tax situation is unique, you may want to consult your tax professional
about federal, state and local tax consequences.</FONT></P>
<P><FONT SIZE=3><B>Taxes on Transactions</B></FONT></P>
<P><FONT SIZE=3>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 you held for 12 months or
less. Long-term capital gains are gains on fund shares you 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. However, you should note that loss
realized upon the sale or redemption of shares held for six months or less will
be treated as a long-term capital loss to the extent of any distribution of
long-term capital gain to you with respect to those shares. If a loss is realized
on the redemption of fund shares, the reinvestment in additional fund shares
within 30 days before or after the redemption may be subject to the wash sale
rules of the Internal Revenue Code. This may result in a postponement of the
recognition of such loss for federal income tax purposes. </FONT></P>
<P><FONT SIZE=3>If you have not certified to us that your Social Security number
or tax identification number is correct and that you are not subject to 31%
withholding, we are required to withhold and remit 31% of dividends, capital
gains distributions and redemptions to the IRS.</FONT></P>
<P><FONT SIZE=4><B><A NAME="ZM"></A>Multiple Class Information</B></FONT></P>
<P><FONT SIZE=3>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 through employer-sponsored
retirement plans, or through institutions like banks, broker-dealers and insurance
companies.</FONT></P>
<P><FONT SIZE=3>The Investor Class, which has no up-front or deferred charges,
commissions or 12b-1 fees, is offered primarily to retail investors. The other
classes have different fees, expenses and/or minimum investment requirements
from the Advisor Class. The difference in the fee structures between 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 </FONT></P>
<UL>
<LI><FONT SIZE=3>1-800-345-2021 for Investor Class shares </FONT></LI>
<LI><FONT SIZE=3>1-800-345-3533 for Institutional Class shares</FONT></LI>
</UL>
<P><FONT SIZE=3>You also can contact a sales representative or financial intermediary
who offers those classes of shares.</FONT></P>
<P><FONT SIZE=3>Except as described below, all classes of shares of the funds
have identical voting, dividend, liquidation and other rights, preferences,
terms and conditions. The only differences between the 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. </FONT></P>
<P><FONT SIZE=3><B>Service and Distribution Fees</B></FONT></P>
<P><FONT SIZE=3>Investment Company Act Rule 12b-1 permits mutual funds that adopt
a written plan to pay certain expenses associated with the distribution of their
shares out of fund assets. The funds' Advisor Class shares have a 12b-1 Plan.
Under the Plan, the funds' Advisor Class pays an annual fee of 0.50% of Advisor
Class average net 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 funds' assets on an ongoing 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 <I>Multiple
Class Structure — Master Distribution and Shareholder Services Plan</I>
in the Statement of Additional Information.</FONT></P>
<P><FONT SIZE=4><B><A NAME="ZN"></A>Financial Highlights</B></FONT></P>
<P><FONT SIZE=3><B>Understanding the Financial Highlights</B></FONT></P>
<P><FONT SIZE=3>The tables on the next few pages itemize what contributed to the
changes in share price during the most recently ended fiscal year. They also
show the changes in share price for this period in comparison to changes over
the last five fiscal years .</FONT></P>
<P><FONT SIZE=3>On a per-share basis, each table includes as appropriate</FONT></P>
<UL>
<LI><FONT SIZE=3>share price at the beginning of the period </FONT></LI>
<LI><FONT SIZE=3>investment income and capital gains or losses </FONT></LI>
<LI><FONT SIZE=3>distributions of income and capital gains paid to investors
</FONT></LI>
<LI><FONT SIZE=3>share price at the end of the period</FONT></LI>
</UL>
<P><FONT SIZE=3>Each table also includes some key statistics for the period as
appropriate</FONT></P>
<UL>
<LI><FONT SIZE=2><B><FONT size="3">Total Return</FONT></B><FONT size="3"> —
the overall percentage of return of the fund, assuming the reinvestment of
all distributions </FONT></FONT></LI>
<LI><FONT SIZE=3><B>Expense Ratio</B> — operating expenses as a percentage
of average net assets </FONT></LI>
<LI><FONT SIZE=3><B>Net Income Ratio</B> — net investment income as a percentage
of average net assets </FONT></LI>
<LI><FONT SIZE=3><B>Portfolio Turnover</B> — the percentage of the fund's
buying and selling activity</FONT></LI>
</UL>
<P><FONT SIZE=3>The Financial Highlights have been audited by Deloitte & Touche
LLP, independent auditors. Their Independent Auditors' Report is included in
the funds' annual report for the year ended November 30, 1999, which is incorporated
by reference into the Statement of Additional Information, and is available
upon request.</FONT></P>
<P><FONT SIZE=4><B>Global Growth Fund</B></FONT></P>
<P><FONT SIZE=3>Advisor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Period Indicated</I></FONT></P>
<P><FONT SIZE=3><B>Per-Share Data</B></FONT></P>
1999(1)
================================================================================
Net Asset Value, Beginning of Period $ 5.58
Income From Investment Operations
Net Investment Loss(2) (0.03)
Net Realized and Unrealized Gain on Investment Transactions 2.76
------
Total From Investment Operations 2.73
------
Net Asset Value, End of Period $ 8.31
======
Total Return(3) 48.92%
<P><B><FONT size="3">Ratios/Supplemental Data</FONT></B></P>
1999(1)
================================================================================
Ratio of Operating Expenses to Average Net Assets 1.55%(4)
Ratio of Net Investment Loss to Average Net Assets (0.40)%(4)
Portfolio Turnover Rate 133%
Net Assets, End of Period $112,446
<OL>
<LI><FONT SIZE=2><I>February 5, 1999 (commencement of sale) through November
30, 1999.</I></FONT></LI>
<LI><FONT SIZE=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT SIZE=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</I></FONT></LI>
<LI><FONT SIZE=2><I>Annualized.</I></FONT></LI>
</OL>
<P><FONT SIZE=4><B>International Growth Fund</B></FONT></P>
<P><FONT SIZE=3>Advisor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Years Ended November
30 (except as noted)</I></FONT></P>
<P><FONT SIZE=2><FONT size="3"><B>Per-Share Data</B></FONT> </FONT></P>
1999 1998 1997 1996(1)
==================================================================================================
Net Asset Value, Beginning of Period $ 9.24 $ 9.20 $ 8.72 $ 8.41
Income From Investment Operations
Net Investment Income (Loss) (0.04)(2) --(2)(3) (0.03) (0.01)(2)
Net Realized and Unrealized Gain
on Investment Transactions 3.94 1.33 1.43 0.32
-------------------------------------------------------
Total From Investment Operations 3.90 1.33 1.40 0.31
-------------------------------------------------------
Distributions
From Net Investment Income --(3) (0.01) -- --
From Net Realized Gains on Investment
Transactions (0.15) (1.28) (0.92) --
-------------------------------------------------------
Total Distributions (0.15) (1.29) (0.92) --
-------------------------------------------------------
Net Asset Value, End of Period $12.99 $ 9.24 $ 9.20 $ 8.72
=======================================================
Total Return(4) 42.86% 16.58% 17.97% 3.69%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997 1996(1)
======================================================================================
Ratio of Operating Expenses
to Average Net Assets 1.52% 1.58% 1.63% 1.67%(5)
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.31)% 0.08% (0.21)% (0.76)%(5)
Portfolio Turnover Rate 117% 190% 163% 158%
Net Assets, End of Period
(in thousands) $61,317 $21,635 $9,111 $3,803
<OL>
<LI><FONT SIZE=2><I>October 2, 1996 (commencement of sale) through November
30, 1996.</I></FONT></LI>
<LI><FONT SIZE=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT SIZE=2><I>Per-share amount was less than $0.005.</I></FONT></LI>
<LI><FONT SIZE=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</I></FONT></LI>
<LI><FONT SIZE=2><I>Annualized.</I></FONT></LI>
</OL>
<P><FONT SIZE=4><B>International Discovery Fund</B></FONT></P>
<P><FONT SIZE=3>Advisor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Years Ended November
30 (except as noted)</I></FONT></P>
<P><FONT SIZE=3><B>Per-Share Data</B></FONT></P>
1999 1998(1)
===============================================================================================
Net Asset Value, Beginning of Period $ 9.22 $10.10
Income From Investment Operations
Net Investment Loss(2) (0.07) (0.02)
Net Realized and Unrealized Gain (Loss) on Investment Transactions 6.02 (0.86)
--------------------
Total From Investment Operations 5.95 (0.88)
--------------------
Distributions
From Net Realized Gains on Investment Transactions (0.03) --
--------------------
Total Distributions (0.03) --
--------------------
Net Asset Value, End of Period $15.14 $ 9.22
====================
Total Return(3) 64.82% (8.71)%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998(1)
==================================================================================
Ratio of Operating Expenses to Average Net Assets 1.80% 1.89%(4)
Ratio of Net Investment Loss to Average Net Assets (0.90)% (0.60)%(4)
Portfolio Turnover Rate 110% 178%
Net Assets, End of Period $56,791 $10,708
<OL>
<LI><FONT SIZE=2><I>April 28, 1998 (commencement of sale) through November 30,
1998.</I></FONT></LI>
<LI><FONT SIZE=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT SIZE=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</I></FONT></LI>
<LI><FONT SIZE=2><I>Annualized.</I></FONT></LI>
</OL>
<P><FONT SIZE=4><B>Emerging Markets Fund</B></FONT></P>
<P><FONT SIZE=3>Advisor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Period Indicated</I></FONT></P>
<P><FONT SIZE=3><B>Per-Share Data</B></FONT></P>
1999(1)
================================================================================
Net Asset Value, Beginning of Period $ 4.44
Income From Investment Operations
Net Realized and Unrealized Gain on Investment Transactions 1.17
------
Total From Investment Operations 1.17
------
Net Asset Value, End of Period $ 5.61
======
Total Return(2) 26.35%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999(1)
================================================================================
Ratio of Operating Expenses to Average Net Assets 2.25%(3)
Ratio of Net Investment Income to Average Net Assets 0.02%(3)
Portfolio Turnover Rate 168%
Net Assets, End of Period $142,544
<OL>
<LI><FONT size="2"><I>May 12, 1999 (commencement of sale) through November 30,
1999.</I></FONT></LI>
<LI><FONT size="2"><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</I></FONT></LI>
<LI><FONT size="2"><I>Annualized.</I></FONT></LI>
</OL>
<P><FONT SIZE=4><B><A NAME="ZO"></A>Performance Information of Other Class</B></FONT></P>
<P><FONT SIZE=3>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. The Advisor
Class is made available to institutional shareholders or through financial intermediaries
that do not require the same level of shareholder and administrative services
from the advisor as Investor Class shareholders. As a result, the advisor is
able to charge these classes a lower unified management fee. If the Advisor
Class had existed during the periods presented, its performance would have been
lower because of the additional expense.</FONT></P>
<P><FONT SIZE=3>The tables on the next few pages itemize what contributed to the
changes in share price during the most recently ended fiscal year. They also
show the changes in share price for this period in comparison to changes over
the last five fiscal years.</FONT></P>
<P><FONT SIZE=3>On a per-share basis, each table includes as appropriate</FONT></P>
<UL>
<LI><FONT SIZE=3>share price at the beginning of the period </FONT></LI>
<LI><FONT SIZE=3>investment income and capital gains or losses </FONT></LI>
<LI><FONT SIZE=3>distributions of income and capital gains paid to investors
</FONT></LI>
<LI><FONT SIZE=3>share price at the end of the period</FONT></LI>
</UL>
<P><FONT SIZE=3>Each table also includes some key statistics for the period as
appropriate</FONT></P>
<UL>
<LI><FONT SIZE=3><B>Total Return</B> — the overall percentage of return
of the fund, assuming the reinvestment of all distributions </FONT></LI>
<LI><FONT SIZE=3><B>Expense Ratio</B> — operating expenses as a percentage
of average net assets </FONT></LI>
<LI><FONT SIZE=3><B>Net Income Ratio</B> — net investment income as a percentage
of average net assets </FONT></LI>
<LI><FONT SIZE=3><B>Portfolio Turnover</B> — the percentage of the fund's
buying and selling activity</FONT></LI>
</UL>
<P><FONT SIZE=3>The Financial Highlights have been audited by Deloitte & Touche
LLP, independent auditors. Their Independent Auditors' Report is included in the funds' annual
report for the year ended November 30, 1999, which is incorporated by reference
into the Statement of Additional Information, and is available upon request.</FONT></P>
<P><FONT SIZE=4><B>Global Growth Fund</B></FONT></P>
<P><FONT SIZE=3>Investor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Year Ended November
30 </I> </FONT></P>
<P><FONT SIZE=3><B>Per-Share Data</B></FONT></P>
1999(1)
================================================================================
Net Asset Value, Beginning of Period $ 5.00
Income From Investment Operations
Net Investment Loss(2) (0.01)
Net Realized and Unrealized Gain on Investment Transactions 3.34
------
Total From Investment Operations 3.33
------
Net Asset Value, End of Period $ 8.33
======
Total Return(3) 66.60%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999(1)
================================================================================
Ratio of Operating Expenses to Average Net Assets 1.30%
Ratio of Net Investment Loss to Average Net Assets (0.20)%
Portfolio Turnover Rate 133%
Net Assets, End of Period (in thousands) $233,823
<OL>
<LI><FONT SIZE=2><I>December 1, 1998 (inception) through November 30, 1999.</I></FONT></LI>
<LI><FONT SIZE=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT SIZE=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any.</I></FONT></LI>
</OL>
<P><FONT SIZE=4><B>International Growth Fund</B></FONT></P>
<P><FONT SIZE=3>Investor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Years Ended November
30 </I></FONT></P>
<P><FONT SIZE=3><B>Per-Share Data</B></FONT></P>
1999 1998 1997 1996 1995
=======================================================================================================
Net Asset Value, Beginning of Period $ 9.25 $ 9.22 $ 8.73 $ 7.51 $ 7.47
Income From Investment Operations
Net Investment Income (Loss) (0.01)(1) 0.03(1) --(2) (0.01)(1) 0.01
Net Realized and Unrealized Gain on
Investment Transactions 3.95 1.31 1.41 1.24 0.40
------------------------------------------------------------
Total From Investment Operations 3.94 1.34 1.41 1.23 0.41
------------------------------------------------------------
Distributions
From Net Investment Income (0.02) (0.03) -- (0.01) --
From Net Realized Gains on
Investment Transactions (0.15) (1.28) (0.92) -- (0.37)
------------------------------------------------------------
Total Distributions (0.17) (1.31) (0.92) (0.01) (0.37)
------------------------------------------------------------
Net Asset Value, End of Period $13.02 $ 9.25 $ 9.22 $ 8.73 $ 7.51
==============================================================
Total Return(3) 43.22% 16.74% 18.12% 16.35% 5.93%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997 1996 1995
========================================================================================================
Ratio of Operating Expenses
to Average Net Assets 1.27% 1.33% 1.38%(4) 1.65%(4) 1.77%
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.06)% 0.33% 0.04% (0.07)% 0.25%
Portfolio Turnover Rate 117% 190% 163% 158% 169%
Net Assets, End of Period
(in thousands) $3,701,903 $2,448,162 $1,728,617 $1,342,608 $1,210,442
<OL>
<LI><FONT SIZE=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT SIZE=2><I>Per-share amount was less than $0.005. </I></FONT></LI>
<LI><FONT SIZE=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any. </I></FONT></LI>
<LI><FONT SIZE=2><I>American Century Investment Management, Inc. voluntarily
waived a portion of its management fee effective August 1, 1996 through July
30, 1997. In <BR>
absence of the management fee waiver, the ratio of operating expenses to average
net assets would have been 1.56% and 1.76% for the years ended November 30,
1997 and November 30, 1996, respectively.</I></FONT></LI>
</OL>
<P><FONT SIZE=4><B>International Discovery Fund</B></FONT></P>
<P><FONT SIZE=3>Investor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Years Ended November
30 </I></FONT></P>
<P><FONT SIZE=3><B>Per-Share Data</B></FONT></P>
1999 1998 1997 1996 1995
======================================================================================================
Net Asset Value, Beginning of Period $ 9.24 $ 8.54 $ 7.60 $ 5.70 $5.39
Income From Investment Operations
Net Investment Income (Loss) (0.07)(1) (0.03)(1) (0.03) (0.02)(1) 0.03
Net Realized and Unrealized Gain on
Investment Transactions 6.06 1.22 1.31 1.95 0.28
-----------------------------------------------------------
Total From Investment Operations 5.99 1.19 1.28 1.93 0.31
-----------------------------------------------------------
Distributions
From Net Investment Income -- (0.02) (0.02) (0.01) --
In Excess of Net Investment Income -- -- -- (0.02) --
From Net Realized Gains on
Investment Transactions (0.03) (0.47) (0.32) -- --
-----------------------------------------------------------
Total Distributions (0.03) (0.49) (0.34) (0.03) --
-----------------------------------------------------------
Net Asset Value, End of Period $15.20 $ 9.24 $ 8.54 $ 7.60 $5.70
=============================================================
Total Return(2) 65.12% 14.79% 17.76% 34.06% 5.75%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997 1996 1995
==========================================================================================================
Ratio of Operating Expenses
to Average Net Assets 1.55% 1.64% 1.70%(3) 1.88%(3) 2.00%
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.65)% (0.36)% (0.37)% (0.31)% 0.27%
Portfolio Turnover Rate 110% 178% 146% 130% 168%
Net Assets, End of Period
(in thousands) $1,408,624 $781,551 $626,327 $377,128 $114,579
<OL>
<LI><FONT SIZE=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT SIZE=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any.</I></FONT></LI>
<LI><FONT SIZE=2><I>American Century Investment Management, Inc. voluntarily
waived a portion of its management fee effective August 1, 1996 through July
30, 1997. In <BR>
absence of the management fee waiver, the ratio of operating expenses to average
net assets would have been 1.87% and 1.99% for the years ended November 30,
1997 and November 30, 1996, respectively.</I><FONT size="3"> </FONT></FONT></LI>
</OL>
<P><FONT SIZE=4><B>Emerging Markets Fund</B></FONT></P>
<P><FONT SIZE=3>Investor Class</FONT></P>
<P><FONT SIZE=3><I>For a Share Outstanding Throughout the Years Ended November
30 (except as noted) </I></FONT></P>
<P><FONT SIZE=3><B>Per-Share Data</B></FONT></P>
1999 1998 1997(1)
=============================================================================================================
Net Asset Value, Beginning of Period $ 3.49 $ 4.15 $ 5.00
Income From Investment Operations
Net Investment Loss(2) (0.01) --(3) (0.01)
Net Realized and Unrealized Gain (Loss) on Investment Transactions 2.14 (0.66) (0.84)
----------------------------------
Total From Investment Operations 2.13 (0.66) (0.85)
----------------------------------
Net Asset Value, End of Period $ 5.62 $ 3.49 $ 4.15
=====================================
Total Return(4) 61.03% (15.90)% (17.00)%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997(1)
===============================================================================================
Ratio of Operating Expenses to Average Net Assets 2.00% 2.00% 2.00%(5)
Ratio of Net Investment Loss to Average Net Assets (0.33)% (0.03)% (0.74)%(5)
Portfolio Turnover Rate 168% 270% 36%
Net Assets, End of Period (in thousands) $82,359 $21,124 $11,830
<OL>
<LI><FONT size="2"><I>September 30, 1997 (inception) through November 30, 1997.</I></FONT></LI>
<LI><FONT size="2"><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><I><FONT size="2">Per-share amount was less than $0.005. </FONT></I></LI>
<LI><I><FONT size="2">Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</FONT></I></LI>
<LI><I><FONT size="2">Annualized.</FONT></I></LI>
</OL>
<P><FONT size="4"><B>Notes</B></FONT></P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P><FONT size=2> </FONT></P>
<P><FONT size="4"><B>Notes</B></FONT></P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P><FONT size=2> </FONT></P>
<P><FONT size="4"><B>Notes</B></FONT></P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P><FONT size=2> </FONT></P>
<P> </P>
<P><FONT size="3"><B>More information about the funds is contained in these documents</B></FONT></P>
<P><FONT size="3"><B>Annual and Semiannual Reports</B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3"><B>Statement of Additional Information (SAI) </B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3">You may obtain a free copy of the SAI or annual and semiannual
reports, and ask questions about the funds or your accounts, by contacting American
Century at the address or telephone numbers listed below.</FONT></P>
<P><FONT size="3">You also can get information about the funds (including the
SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating
fee to provide copies of this information.</FONT></P>
<TABLE cellspacing=0 border=0 width=600>
<TR>
<TD valign="TOP">
<P><FONT size="3"><I>In person </I></FONT>
</TD>
<TD valign="TOP">
<P><FONT size="3">SEC Public Reference Room<BR>
Washington, D.C.<BR>
Call 202-942-8090 for location and hours.<BR>
</FONT></P>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size="3"><I>On the Internet </I> </FONT>
</TD>
<TD valign="TOP">
<UL>
<LI><FONT size="3">EDGAR database at www.sec.gov </FONT></LI>
<LI><FONT size="3">By email request at [email protected]<BR>
</FONT></LI>
</UL>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size="3"><I>By mail </I> </FONT>
</TD>
<TD valign="TOP">
<P><FONT size="3">SEC Public Reference Section <BR>
Washington, D.C. 20549-0102 </FONT>
</TD>
</TR>
</TABLE>
<P><FONT size="3"><BR>
<FONT size="2">Investment Company Act File No. 811-6247</FONT></FONT></P>
<P align="CENTER"><FONT size="3">[AMERICAN CENTURY LOGO]</FONT></P>
<P align="CENTER"><FONT size="3"><B>American Century Investments</B><BR>
P.O. Box 419385<BR>
Kansas City, Missouri 64141-6385<BR>
1-800-345-3533 or 816-531-5575</FONT></P>
<P><FONT size="2">0004<BR>
SH-PRS 19165</FONT></P>
<P> </P>
<P> </P>
<TABLE border="0" cellspacing="0" cellpadding="0" width="600">
<TR>
<TD> </TD>
<TD>
<P><FONT size="6"><I>Your <BR>
</I>A<FONT size="5">MERICAN</FONT> C<FONT size="5">ENTURY</FONT><I><BR>
prospectus</I></FONT></P>
<P><FONT size="3"><B>Global Growth Fund</B></FONT></P>
<P><B><FONT size="3">International Growth Fund</FONT></B></P>
<P><B><FONT size="3">International Discovery Fund</FONT></B></P>
<P><B><FONT size="3">Emerging Markets Fund</FONT></B></P>
<P> </P>
</TD>
</TR>
<TR>
<TD>
<P align="right"><FONT size="3">APRIL 1, 2000<BR>
</FONT><FONT size="3">INSTITUTIONAL CLASS</FONT></P>
<P align="right"><FONT size="3"><I>International Discovery is<BR>
closed to new investors.<BR>
But shareholders who have<BR>
open accounts may make<BR>
additional investments and<BR>
reinvest dividends and capital<BR>
gains distributions. </I></FONT></P>
<P align="right"><I><FONT size="3">The Securities and Exchange<BR>
Commission has not approved<BR>
or disapproved these securities<BR>
or determined if this Prospectus<BR>
is accurate or complete. Anyone<BR>
who tells you otherwise is<BR>
committing a crime.</FONT></I></P>
<P align="right"><FONT size="3">Funds Distributor, Inc. and<BR>
American Century<BR>
Investment Services, Inc.,<BR>
Distributors</FONT></P>
</TD>
<TD> </TD>
</TR>
<TR>
<TD> </TD>
<TD valign="top">
<DIV align="right"><FONT size=3>[AMERICAN CENTURY LOGO]</FONT></DIV>
</TD>
</TR>
</TABLE>
<P> </P>
<TABLE border="0" cellspacing="0" cellpadding="0" width="600">
<TR valign="top">
<TD>
<DIV align="center"><FONT size=3>[AMERICAN<BR>
CENTURY<BR>
LOGO]</FONT></DIV>
</TD>
<TD> </TD>
<TD> </TD>
</TR>
<TR valign="top">
<TD>
<P> </P>
<P align="center"><FONT size="3"><I>American Century<BR>
Investments</I></FONT></P>
<P align="center"><I><FONT size="3">P.O. Box 419385<BR>
Kansas City, MO<BR>
64141-6385</FONT></I></P>
</TD>
<TD> </TD>
<TD>
<P><FONT size="3">Dear Investor,</FONT></P>
<P><FONT size="3">Planning and maintaining your investment portfolio is
a big job. However, an easy-to-understand Prospectus can make your work
a lot less daunting. We hope you'll find this Prospectus easy to understand,
and more importantly, that it gives you confidence in the investment decisions
you have made or are soon to make.</FONT></P>
<P><FONT size="3">As you begin to read through this Prospectus, take a look
at the table of contents to understand how it is organized. The first
four sections take a close-up look at the funds.</FONT></P>
<P><FONT size="3"><I>An</I> <I>Overview of the Funds</I> — Learn about
fund goals, strategies and risks, and who may or may not want to invest.</FONT></P>
<P><FONT size="3"><I>Fund Performance History</I> — See how the funds
performed from year to year.</FONT></P>
<P><FONT size="3"><I>Fees and Expenses</I> — Find out about fund management
fees and other expenses associated with investing.</FONT></P>
<P><FONT size="3"><I>Objectives, Strategies and Risks</I> — Take a
more detailed look at the principal investment objectives, strategies
and risks presented in the <I>Overview of the Funds</I> section. </FONT></P>
<P><FONT size="3">As you continue to read, the <I>Management</I> section
will acquaint you with the fund management teams, and <I>Investing with
American Century</I> gives an overview about how to invest and manage
your account.</FONT></P>
<P><FONT size="3"><I>Share Price and Distributions, Taxes</I> and <I>Financial
Highlights</I> wrap up the Prospectus with important financial information
you'll need to make an informed decision.</FONT></P>
<P><FONT size="3">Naturally, you may have questions about investing after
you read through the Prospectus. Our Web site, www.americancentury.com,
offers information that could answer many of your questions. Or, a Service
Representative will be happy to help weekdays, 8 a.m. to 5:30 p.m. Central
time. Give us a call at 1-800-345-3533.</FONT></P>
<P><FONT size="3">Sincerely,</FONT></P>
<P><FONT size="3">/s/ Mark Killen</FONT></P>
<P><FONT size="3">Mark Killen <BR>
Senior Vice President <BR>
American Century Investment Services, Inc.</FONT></P>
</TD>
</TR>
</TABLE>
<P><FONT size="4"><B>Table of Contents</B></FONT></P>
<P><FONT size="3"><A href="#XA">An Overview of the Funds</A></FONT></P>
<P><FONT size="3"><A href="#XB">Fund Performance History</A></FONT></P>
<P><FONT size="3"><A href="#XC">Fees and Expenses</A></FONT></P>
<P><FONT size="3"><A href="#XD">Objectives, Strategies and Risks</A></FONT></P>
<P><FONT size="3"> Global Growth Fund</FONT></P>
<P><FONT size="3"> International Growth Fund</FONT></P>
<P><FONT size="3"> International Discovery
Fund</FONT></P>
<P><FONT size="3"> Emerging Markets Fund</FONT></P>
<P><FONT size="3"><A href="#XE">Management</A></FONT></P>
<P><FONT size="3"><A href="#XF">Investing with American Century</A></FONT></P>
<P><FONT size="3"><A href="#XG">Share Price and Distributions</A></FONT></P>
<P><FONT size="3"><A href="#XH">Taxes</A></FONT></P>
<P><FONT size="3"><A href="#XI">Multiple Class Information</A></FONT></P>
<P><FONT size="3"><A href="#XJ">Financial Highlights</A></FONT></P>
<P><FONT size="3"><A href="#XK">Performance Information of Other Class</A></FONT></P>
<P><FONT size="3"><I>Throughout this book you'll find definitions of key investment
terms and phrases. When you see a word printed in <B>blue italics, </B>look
for its definition in the left margin</I>.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>This symbol highlights
special information and helpful tips.</I></FONT></P>
<P><FONT size="4"><B><A NAME="XA"></A>An Overview of the Funds</B></FONT></P>
<P><FONT size="3"><B>What are the funds' investment objectives?</B></FONT></P>
<P><FONT size="3">These funds seek capital growth.</FONT></P>
<P><FONT size="3"><B>What are the funds' primary investment strategies and principal
risks?</B></FONT></P>
<P><FONT size="3">The fund managers look for stocks of growing foreign companies.
The investment strategy of these funds is based on the belief 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. </FONT></P>
<P><FONT size="3">The funds' principal risks include</FONT></P>
<UL>
<LI><B><FONT size="3">Market Risk</FONT></B><FONT size="3"> — The value
of a fund's shares will go up and down based on the performance of the companies
whose securities it owns and other factors generally affecting the securities
market. </FONT></LI>
<LI><FONT size="3"><B>Price Volatility</B> — The value of a fund's shares
may fluctuate significantly in the short term. </FONT></LI>
<LI><FONT size="3"><B>Principal Loss</B> — As with all funds, if you sell
your shares when their value is less than the price you paid, you will lose
money. </FONT></LI>
<LI><FONT size="3"><B>Foreign Risk</B> — The funds invest primarily in
foreign securities, which are generally riskier than U.S. stocks. As a result
the funds are subject to foreign risk, meaning that political events (civil
unrest, national elections, imposition of exchange controls), social and economic
events (labor strikes, rising inflation) and natural disasters occurring in
a country where the funds invest could cause the funds' investments in that
country to experience gains or losses. </FONT></LI>
<LI><FONT size="3"><B>Currency Risk</B> — Because the funds' foreign investments
are generally held in foreign currencies, the funds are subject to currency
risk, meaning that the funds could experience gains or losses solely on changes
in the exchange rate between foreign currencies and the U.S. dollar.</FONT></LI>
</UL>
<P><FONT size="3">The chart below shows the primary differences among the funds.
</FONT></P>
<TABLE cellspacing=0 border=0 width=600>
<TR>
<TD valign="TOP">
<P><I><FONT size=2>Fund</FONT></I>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><I><FONT size=2>Primary Investments </FONT></I>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><I><FONT size=2>Principal Risks </FONT></I>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=2>Global Growth </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>U.S. and foreign equity securities of issuers in developed
countries </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>Invests a significant portion of its assets in foreign securities
</FONT>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=2>International Growth </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>Equity securities of issuers in developed foreign countries
</FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>Invests primarily in foreign securities </FONT>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=2>International Discovery </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>Equity securities of foreign issuers that are small- to
medium-sized at the time of purchase </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>Invests primarily in small- to medium-sized foreign issuers
</FONT>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=2>Emerging Markets </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>Equity securities of issuers in emerging markets </FONT>
</TD>
<TD valign="TOP"> </TD>
<TD valign="TOP">
<P><FONT size=2>Invests primarily in emerging markets </FONT>
</TD>
</TR>
</TABLE>
<P><FONT size="3">A more detailed description of American Century's growth investment
style and the funds' investment strategies and risks begins on page 6.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>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.</I> </FONT></P>
<P><FONT size="3"><B>Who <I>may</I> want to invest in the funds?</B></FONT></P>
<P><FONT size="3">The funds may be a good investment if you are</FONT></P>
<UL>
<LI><FONT size="3">seeking long-term capital growth from your investment </FONT></LI>
<LI><FONT size="3">seeking diversification of your investment portfolio through
investment in foreign securities </FONT></LI>
<LI><FONT size="3">comfortable with the risks associated with investing in U.S.
and foreign growth securities </FONT></LI>
<LI><FONT size="3">comfortable with short-term price volatility </FONT></LI>
<LI><FONT size="3">investing through an IRA or other tax-advantaged retirement
plan</FONT></LI>
</UL>
<P><FONT size="3"><B>Who <I>may not</I> want to invest in the funds?</B></FONT></P>
<P><FONT size="3">The funds may not be a good investment if you are</FONT></P>
<UL>
<LI><FONT size="3">seeking current income from your investment </FONT></LI>
<LI><FONT size="3">investing for a short period of time </FONT></LI>
<LI><FONT size="3">uncomfortable with the risks associated with investing in
foreign securities </FONT></LI>
<LI><FONT size="3">uncomfortable with short-term volatility in the value of
your investment</FONT></LI>
</UL>
<P><FONT size="4"><B><A NAME="XB"></A>Fund Performance History</B></FONT></P>
<P><FONT size="3"><B>International Growth Fund<BR>
International Discovery Fund</B></FONT></P>
<P><FONT size="3"><B>Annual Total Returns</B></FONT></P>
<P><FONT size="3">The following bar chart shows the performance of the funds'
Institutional Class shares for each of the last 10 calendar years or for each
full calendar year in the life of a fund if less than 10 years. It indicates
the volatility of the funds' historical returns from year to year. Global Growth
and Emerging Markets are not included because they do not yet have a full calendar
year of performance.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>The performance information
on this page is designed to help you see how the funds' returns can vary. Keep
in mind that past performance does not predict how the funds will perform in
the future.</I></FONT></P>
<P ALIGN="CENTER"><FONT size="3">[GRAPHIC OMITTED]</FONT></P>
<P ALIGN="CENTER"><FONT size="3">[The following table was depicted as a bar graph
in the printed material.]</FONT></P>
1998 1999
International Growth 19.27% 64.87%
International Discovery 88.82%
<P><FONT size="3">The highest and lowest quarterly returns for the period reflected
in the bar chart are: </FONT></P>
Highest Lowest
- --------------------------------------------------------------------------------
International Growth 48.30% (4Q 1999) -17.91% (3Q 1998)
- --------------------------------------------------------------------------------
International Discovery 50.87% (4Q 1999) 4.08% (3Q 1999)
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>For current performance
information, please call us at 1-800-345-3533 or visit American Century's Web
site at www.americancentury.com.</I></FONT></P>
<P><FONT size="3"><B>Average Annual Total Returns</B></FONT></P>
<P><FONT size="3">The following table shows the average annual total returns of
the funds' Institutional Class shares for the periods indicated. The benchmarks
are unmanaged indices that have no operating costs and are included in the table
for performance comparison. Global Growth and Emerging Markets are not included
because they do not yet have a full calendar year of performance.</FONT></P>
For the calendar year ended December 31, 1999 1 year Life of Fund(1)
- --------------------------------------------------------------------------------
International Growth 64.87% 39.63%
- --------------------------------------------------------------------------------
MSCI EAFE Index 26.96% 22.95%(2)
- --------------------------------------------------------------------------------
International Discovery 88.82% 49.15%
- --------------------------------------------------------------------------------
MSCI EAFE Index 26.96% 23.43%
<OL>
<LI><FONT size="2"><I>The inception dates are: International Growth, November
20, 1997, and International Discovery, January 2, 1998.</I></FONT></LI>
<LI><FONT size="2"><I>Since November 20, 1997, the date closest to the fund's
inception for which data are available.</I></FONT></LI>
</OL>
<P><FONT size="3"><B>Performance Information of Other Class</B></FONT></P>
<P><FONT size="3">The original class of shares of the funds was the Investor Class.
For information about the historical performance of the original class of shares,
see page 23.</FONT></P>
<P><FONT size="4"><B><A NAME="XC"></A>Fees and Expenses</B></FONT></P>
<P><FONT size="3">There are no sales loads, fees or other charges </FONT></P>
<UL>
<LI><FONT size="3">to buy fund shares directly from American Century </FONT></LI>
<LI><FONT size="3">to reinvest dividends in additional shares</FONT></LI>
</UL>
<P><FONT size="3">The following table describes the fees and expenses you will
pay if you buy and hold shares of the funds.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>A redemption is the sale
of all or a portion of the shares in an account, including as part of an exchange
to another American Century account.</I></FONT></P>
<P><FONT size="3"><B>Shareholder Fees (fees paid directly from your investment)
</B></FONT></P>
International Discovery Redemption Fee (as a percentage of amount redeemed/exchanged)
- -------------------------------------------------------------------------------------------------
Shares held less than 180 days 2.0%
- -------------------------------------------------------------------------------------------------
Shares held 180 days or more None
<P><FONT size="3"><B>Annual Operating Expenses (expenses that are deducted from
fund assets)</B></FONT></P>
Management Distribution and Other Total Annual Fund
Fee Service (12b-1) Fees Expenses Operating Expenses
- ------------------------------------------------------------------------------------------------------
Global Growth 1.10% None 0.00% 1.10%
- ------------------------------------------------------------------------------------------------------
International Growth 1.07%(1) None 0.00%(2) 1.07%
- ------------------------------------------------------------------------------------------------------
International Discovery 1.35%(1) None 0.00%(2) 1.35%
- ------------------------------------------------------------------------------------------------------
Emerging Markets 1.80%(1) None 0.00%(2) 1.80%
<OL>
<LI><FONT size="2"><I>Based on expenses incurred during the funds' most recent
fiscal year. The funds have stepped fee schedules. As a result, the funds'
management fee rate generally decreases as fund assets increase.</I></FONT></LI>
<LI><FONT size="2"><I>Other expenses, which include the fees and expenses of
the funds' independent directors and their legal counsel as well as interest,
were less than 0.005% for the most recent fiscal year</I>.</FONT></LI>
</OL>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>Use this example to compare
the costs of investing in other funds. Of course, your actual costs may be higher
or lower.</I> </FONT></P>
<P><FONT size="3"><B>Example</B></FONT></P>
<P><FONT size="3">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 . . .</FONT></P>
<UL>
<LI><FONT size="3">invest $10,000 in the fund </FONT></LI>
<LI><FONT size="3">redeem all of your shares at the end of the periods shown
below </FONT></LI>
<LI><FONT size="3">earn a 5% return each year </FONT></LI>
<LI><FONT size="3">incur the same operating expenses as shown above</FONT></LI>
</UL>
<P><FONT size="3">. . . your cost of investing in the fund would be:</FONT></P>
1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------
Global Growth $112 $349 $604 $1,334
- --------------------------------------------------------------------------------
International Growth $109 $339 $588 $1,300
- --------------------------------------------------------------------------------
International Discovery $137 $426 $736 $1,614
- --------------------------------------------------------------------------------
Emerging Markets $182 $563 $968 $2,098
<P><FONT size="4"><B><A NAME="XD"></A>Objectives, Strategies and Risks</B></FONT></P>
<P><FONT size="3"><B>Global Growth Fund<BR>
International Growth Fund<BR>
International Discovery Fund<BR>
Emerging Markets Fund</B></FONT></P>
<P><FONT size="3"><B>What are the funds' investment objectives?</B></FONT></P>
<P><FONT size="3">These funds seek capital growth.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>Accelerating growth is
shown, for example, by growth that is faster this quarter than last or faster
this year than the year before.</I></FONT></P>
<P><FONT size="3"><B>How do the funds pursue their investment objectives?</B></FONT></P>
<P><FONT size="3">The fund managers use a growth investment strategy developed
by American Century to invest in stocks of companies that they believe will
increase in value over time. 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 earnings and revenue growth have a greater-than-average
chance to increase in value.</FONT></P>
<P><FONT size="3">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 simply buying any company in a growing industry or sector. The
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.</FONT></P>
<P><FONT size="3">In addition to locating strong companies with earnings and revenue
growth, the fund managers believe that it is important to diversify the funds'
holdings across different countries and geographical regions in an effort 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.</FONT></P>
<P><FONT size="3">The fund managers do not attempt to time the market. Instead,
under normal market conditions, they intend to keep the fund essentially fully
invested in stocks regardless of the general movement of stock prices. When
the managers believe it is prudent, the funds may invest a portion of their
assets in convertible securities, foreign securities, short-term securities,
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 complete
description of the derivatives policy is included in the Statement of Additional
Information.</FONT></P>
<P><FONT size="3">Additional information about the funds' investments is available
in their annual and semi-annual 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 fiscal period. You may get these
reports at no cost by calling us.</FONT></P>
<P><FONT size="3"><B>What kinds of securities do the funds buy?</B></FONT></P>
<P><FONT size="3">The funds will usually purchase equity securities of foreign
companies (except Global Growth, which will usually purchase equity securities
of both U.S. and foreign companies). The funds can purchase other types of securities
as well, such as domestic and foreign preferred stocks, convertible securities,
equity-equivalent securities, non-leveraged futures and options, notes, bonds
and other debt securities of companies, and obligations of domestic or foreign
governments and their agencies.</FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3"><B>What are the differences between the funds?</B></FONT></P>
<UL>
<LI><FONT size="3">Global Growth invests in both U.S. and foreign companies.
The fund's assets will be primarily invested at all times in equity securities
of issuers in developed countries worldwide (including the United States).
</FONT></LI>
<LI><FONT size="3">International Growth's assets will be primarily invested
at all times in securities of companies in developed countries (excluding
the United States). </FONT></LI>
<LI><FONT size="3">International Discovery's assets will be primarily invested
at all times in equity securities of foreign companies that are small- to
medium-sized at the time of purchase. </FONT></LI>
<LI><FONT size="3">Emerging Markets' assets will be primarily invested at all
times in equity securities of companies located in emerging market countries
and companies that derive a significant portion of their business from emerging
market countries.</FONT></LI>
</UL>
<P><FONT size="3">In determining whether a company is foreign, the fund managers
will consider various factors, including where the company is headquartered,
where the company's principal operations are located, where the company's revenues
are derived, where the principal trading market is located and the country in
which the company was legally organized. The weighting given to each of these
factors will vary depending on the circumstances in a given case. The funds
consider developed countries to include Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Luxembourg,
the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland,
the United Kingdom and the United States. In addition, as used in the Statement
of Additional Information, securities of issuers in emerging market countries
means (i) securities of issuers for which the principal securities trading market
is an emerging market country or (ii) securities of issuers having their principal
place of business or principal office in an emerging market country.</FONT></P>
<P><FONT size="3"><B>What are the principal risks of investing in the funds?</B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3">As with all funds, your shares may be worth more or less at
any given time than the price you paid for them. If you sell your shares when
the value is less than the price you paid, you will lose money.</FONT></P>
<P><FONT size="3">Investing in foreign securities has certain unique risks that
make it generally riskier than investing in U.S. stocks. These risks include
increased exposure to political, social and economic events in world markets;
limited availability of public information about a company; less developed trading
markets and regulatory practices; and a lack of uniform financial reporting
practices compared to those that apply in the United States. In addition, foreign
securities are subject to currency risk, meaning that because the funds' investments
are generally held in foreign currencies, the funds could experience gains or
losses based solely on changes in the exchange rate between foreign currencies
and the U.S. dollar.</FONT></P>
<P><FONT size="3">Investing in smaller foreign companies generally presents unique
risks in addition to the risks of investing in foreign securities. 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.
These factors may cause investments in smaller foreign companies to experience
more price volatility.</FONT></P>
<P><FONT size="3">Investing in emerging market companies generally is also riskier
than investing in foreign securities. Emerging market countries may have unstable
governments and/or economies that are subject to sudden change. These changes
may be magnified by the countries' emergent financial markets, resulting in
significant volatility to investments in these countries. These countries also
may lack the legal, business and social framework to support securities markets.</FONT></P>
<P><FONT size="3">The fund managers may buy a large amount of a company's stock
quickly, and may dispose of it quickly if the company's earnings or revenues
decline. While the managers believe this strategy provides substantial appreciation
potential over the long term, in the short term it can create a significant
amount of share price volatility. This volatility can be greater than that of
the average stock fund.</FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="4"><B><A NAME="XE"></A>Management</B></FONT></P>
<P><FONT size="3"><B>Who manages the funds?</B></FONT></P>
<P><FONT size="3">The Board of Directors, investment advisor and fund management
team play key roles in the management of the funds.</FONT></P>
<P><FONT size="3"><B>The Board of Directors</B></FONT></P>
<P><FONT size="3">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 two-thirds of the directors are independent of the
funds' advisor; that is, they are not employed by and have no financial interest
in the advisor.</FONT></P>
<P><FONT size="3"><B>The Investment Advisor</B></FONT></P>
<P><FONT size="3">The funds' investment advisor is American Century Investment
Management, Inc. The advisor has been managing mutual funds since 1958. The
advisor is headquartered at 4500 Main Street, Kansas City, Missouri 64111.</FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3">For the services it provided to the funds during the most recent
fiscal year, the advisor received a unified management fee based on a percentage
of the average net assets of the Institutional Class shares of each fund. The
amount of the management fee for a fund is calculated on a class-by-class basis
daily and paid monthly. Global Growth will pay the advisor a unified management
fee of 1.10% of the first $1 billion of average net assets, 0.95% of the next
$1 billion of average net assets, and 0.85% of average net assets over $2 billion
of the Investor Class of shares.</FONT></P>
<P><FONT size="3">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. A portion of the management fee may be paid by the funds' advisor
to unaffiliated third parties who provide record-keeping and administrative
services that would otherwise be performed by an affiliate of the advisor.</FONT></P>
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, 1999
- --------------------------------------------------------------------------------
International Growth 1.07%
- --------------------------------------------------------------------------------
International Discovery 1.35%
- --------------------------------------------------------------------------------
Emerging Markets 1.80%
<P><FONT size="3"><B>The Fund Management Teams</B></FONT></P>
<P><FONT size="3">The advisor uses teams of portfolio managers, assistant portfolio
managers and analysts to manage the funds. The teams meet regularly to review
portfolio holdings and 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.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <B>Code of Ethics</B></FONT></P>
<P><FONT size="3"><I>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 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.</I></FONT></P>
<P><FONT size="3">The portfolio managers on the investment teams are identified
below:</FONT></P>
<P><FONT size="3"><B>Henrik Strabo</B></FONT></P>
<P><FONT size="3">Mr. Strabo, Chief Investment Officer—International Equities,
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.</FONT></P>
<P><FONT size="3"><B>Mark S. Kopinski</B></FONT></P>
<P><FONT size="3">Mr. Kopinski, Senior Vice President and Senior 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 1990
to 1995, he served as Vice President and a member of the team that managed International
Growth and International Discovery. He has a bachelor's degree in business administration
from Monmouth College and an MA in Asian studies from the University of Illinois.</FONT></P>
<P><FONT size="3"><B>Michael J. Donnelly</B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3"><B>Bradley Amoils</B></FONT></P>
<P><FONT size="3">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.
</FONT></P>
<P><FONT size="3"><B>Brian Brady</B></FONT></P>
<P><FONT size="3">Mr. Brady, Vice President and 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.</FONT></P>
<P><FONT size="3"><B>Fundamental Investment Policies</B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="4"><B><A NAME="XF"></A>Investing with American Century</B></FONT></P>
<P><B><FONT size="3">Eligibility for Institutional Class Shares</FONT></B></P>
<P><FONT size="3">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
funds' minimum investment requirements. Institutional Class shares are not available
for purchase by insurance companies for variable annuity and variable life products.</FONT></P>
<P><FONT size="3"><B>Minimum Initial Investment Amounts</B></FONT></P>
<P><FONT size="3">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). In addition, financial intermediaries or plan recordkeepers
may require retirement plans to meet certain additional requirements, such as
plan size or a minimum level of assets per participant, in order to be eligible
to purchase Institutional Class shares.</FONT></P>
<P><FONT size="3"><B>Redemptions</B></FONT></P>
<P><FONT size="3">If you sell your shares of International Discovery within 180
days of their purchase, you will pay a redemption fee of 2.0% of the value of
the shares sold. The redemption fee does not apply to shares purchased through
reinvested distributions (dividends and capital gains).The redemption fee is
retained by the fund and helps cover transaction and tax costs long-term investors
may bear when the fund realizes capital gains as a result of selling securities
to meet shareholder redemptions.</FONT></P>
<P><FONT size="3"><B>Redemption of Shares in Low-Balance Accounts</B></FONT></P>
<P><FONT size="3">If your 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. 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.</FONT></P>
<P><FONT size="3"><B>Services Automatically Available to You</B></FONT></P>
<P><FONT size="3">You automatically will have access to the services listed below
when you open your account. If you do not want these services, see <I>Conducting
Business in Writing</I> below.</FONT></P>
<P><FONT size="3"><B>Conducting Business in Writing </B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3"><B>Ways to Manage Your Account</B></FONT></P>
<TABLE cellspacing=0 border=0 width=600>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size="2"><B>By telephone</B></FONT><BR>
<B><FONT size="2">Service Representative<BR>
</FONT></B><FONT size="2">1-800-345-3533</FONT><BR>
</P>
<P> <FONT size=2>[GRAPHIC OMITTED:<BR>
TELEPHONE] </FONT> </P>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Open an account<BR>
</B>If you are a current investor, you can open an account by exchanging
shares from another American Century account. </FONT></P>
<P><FONT size=2><B>Exchange shares</B><BR>
Call or use our Automated Information Line if you have authorized us to
accept telephone instructions. </FONT></P>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Make additional investments<BR>
</B>Call if you have authorized us to invest from your bank account.</FONT></P>
<P><FONT size=2><B>Sell shares<BR>
</B>Call a Service Representative. </FONT></P>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=2><B>By mail or fax<BR>
</B>P.O. Box 419385<BR>
Kansas City, MO 64141-6385</FONT></P>
<P><FONT size=2>Fax<BR>
816-340-4655</FONT></P>
<P><FONT size=2>[GRAPHIC OMITTED:<BR>
ENVELOPE] </FONT>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Open an account<BR>
</B>Send a signed, completed application and check or money order payable
to American Century Investments.</FONT></P>
<P><FONT size=2><B>Exchange shares<BR>
</B>Send written instructions to exchange your shares from one American
Century account to another. </FONT></P>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Make additional investments<BR>
</B>Send your check or money order for at least $50 with an investment
slip or $250 without an investment slip. If you don't have an investment
slip, include your name, address and account number on your check or money
order.</FONT></P>
<P><FONT size=2><B>Sell shares<BR>
</B>Send written instructions or a redemption form to sell shares. Call
a Service Representative to request a form. </FONT></P>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=2><B>Automatically</B></FONT></P>
<P><FONT size=2>[GRAPHIC OMITTED:<BR>
ARROWS IN A CIRCLE] </FONT>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Open an account<BR>
</B>Not available.</FONT></P>
<P><FONT size=2><B>Exchange shares<BR>
</B>Send written instructions to set up an automatic exchange of your
shares from one American Century account to another. </FONT></P>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Make additional investments<BR>
</B>With the automatic investment privilege, you can purchase shares on
a regular basis. You must invest at least $600 per year per account.</FONT></P>
<P><FONT size=2><B>Sell shares<BR>
</B>If you have at least $10,000 in your account, you may sell shares
automatically by establishing Check-A-Month or Automatic Redemption plans.
</FONT></P>
</TD>
</TR>
<TR>
<TD valign="TOP" colspan="5">
<HR width="100%" size="1" noshade>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=2><B>By wire</B></FONT></P>
<P><FONT size=2>[GRAPHIC OMITTED: POINTING FINGER] Please remember if you
request redemptions by wire, $10 will be deducted from the amount redeemed.
Your bank also may charge a fee.</FONT></P>
<P><FONT size=2>[GRAPHIC OMITTED:<BR>
FAX MACHINE] </FONT>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Open an account</B><BR>
Call to set up your account or mail a completed application to the
address provided in the "By mail" section. Give your bank the following
information to wire money.</FONT></P>
<UL>
<LI><FONT size=2>Our bank information:</FONT></LI>
<BR>
<FONT size=2>Commerce Bank N.A. <BR>
Routing No. 101000019<BR>
Account No. 2804918</FONT>
<LI><FONT size=2>The fund name </FONT></LI>
<LI><FONT size=2>Your American Century account number* </FONT></LI>
<LI><FONT size=2>Your name </FONT></LI>
<LI><FONT size=2>The contribution year (for IRAs only)<BR>
<I>* For additional investments only</I></FONT></LI>
</UL>
</TD>
<TD valign="TOP">
<P>
</TD>
<TD valign="TOP">
<P><FONT size=2><B>Make additional investments<BR>
</B>Follow the wire instructions.</FONT></P>
<P><FONT size=2><B>Sell shares<BR>
</B>You can receive redemption proceeds by wire or electronic transfer.
</FONT></P>
<P><FONT size=2><B>Exchange shares<BR>
</B>Not available. </FONT></P>
</TD>
</TR>
</TABLE>
<P><FONT size="3"><B>Modifying or Canceling an Investment</B></FONT></P>
<P><FONT size="3">Investment instructions are irrevocable. That means that once
you have mailed or otherwise transmitted your investment instruction, you may
not modify or cancel it. Each fund reserves the right to suspend the offering
of shares for a period of time, and each fund reserves the right to reject any
specific purchase order (including purchases by exchange or conversion). Additionally,
we may refuse a purchase if, in our judgment, it is of a size that would disrupt
the management of a fund.</FONT></P>
<P><FONT size="3"><B>Abusive Trading Practices</B></FONT></P>
<P><FONT size="3">We do not permit market timing or other abusive trading practices
in our funds.</FONT></P>
<P><FONT size="3">Excessive, short-term (market timing) or other abusive trading
practices may disrupt portfolio management strategies and harm fund performance.
To minimize harm to the funds and their shareholders, we reserve the right to
reject any purchase order (including exchanges) from any investor we believe
has a history of abusive trading or whose trading, in our judgment, has been
or may be disruptive to a fund. In making this judgment, we may consider trading
done in multiple accounts under common ownership or control. We also reserve
the right to delay delivery of your redemption proceeds—up to seven days—or
to honor certain redemptions with securities, rather than cash, as described
in the next section.</FONT></P>
<P><FONT size="3"><B>Special Requirements for Large Redemptions</B></FONT></P>
<P><FONT size="3">If, during any 90-day period, you redeem fund shares worth more
than $250,000 (or 1% of the assets of the fund if that percentage is less than
$250,000), we reserve the right to pay part or all of the redemption proceeds
in excess of this amount in readily marketable securities instead of in cash.
The securities would be selected from the fund's portfolio by the fund managers.
A payment in securities can help the fund's remaining investors avoid tax liabilities
that they might otherwise have incurred had the fund sold securities prematurely
to pay the entire redemption amount in cash.</FONT></P>
<P><FONT size="3">We will value these securities in the same manner as we do in
computing the fund's net asset value. We may provide these securities in lieu
of cash without prior notice. </FONT></P>
<P><FONT size="3">Also, if payment is made in securities, a shareholder may have
to pay brokerage or other transaction costs to convert the securities to cash.</FONT></P>
<P><FONT size="3">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 investors.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <I>Financial intermediaries
include banks, broker-dealers, insurance companies and investment advisors.</I></FONT></P>
<P><FONT size="3"><B>Investing through Financial Intermediaries</B></FONT></P>
<P><FONT size="3">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</FONT></P>
<UL>
<LI><FONT size="3">minimum investment requirements </FONT></LI>
<LI><FONT size="3">exchange policies </FONT></LI>
<LI><FONT size="3">fund choices </FONT></LI>
<LI><FONT size="3">cutoff time for investments</FONT></LI>
</UL>
<P><FONT size="3">Please contact your financial intermediary or plan sponsor for
a complete description of its policies. Copies of the funds' annual reports,
semiannual reports and Statement of Additional Information are available from
your intermediary or plan sponsor.</FONT></P>
<P><FONT size="3">Certain financial intermediaries perform recordkeeping and administrative
services for their clients 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.</FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3">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. If those orders are transmitted to
American Century and paid for in accordance with the contract, they will be
priced at the net asset value next determined after your request is received
in the form required by the intermediary on a fund's behalf.</FONT></P>
<P><FONT size="4"><B><A NAME="XG"></A>Share Price and Distributions</B></FONT></P>
<P><FONT size="3"><I>The <B>net asset value,</B> or NAV, of a fund is the price of the
fund's shares.</I></FONT></P>
<P><FONT size="3"><B>Share Price</B></FONT></P>
<P><FONT size="3">American Century determines the net asset value (NAV) of each
fund 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 (including certain U.S. holidays), we do not calculate the NAV.
The NAV of a fund share is the current value of the fund's assets, minus any
liabilities, divided by the number of fund shares outstanding.</FONT></P>
<P><FONT size="3">If current market prices of securities owned by a fund are not
readily available, the advisor may determine their fair value in accordance
with procedures adopted by the fund's Board. Trading of securities in foreign
markets and on some electronic trading networks may not take place every day
the Exchange is open. Also, trading in some foreign markets may take place on
weekends or holidays when a fund's NAV 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.</FONT></P>
<P><FONT size="3">We will price your purchase, exchange or redemption at the NAV
next determined after we receive your transaction request in good order. </FONT></P>
<P><FONT size="3"><B>Distributions</B></FONT></P>
<P><FONT size="3">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 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 <I><B>capital gains</B></I> realized
on the sale of investment securities. Each fund generally pays distributions
from net income, if any, once a year in December. Distributions from realized
capital gains are paid twice a year, usually in March and December. The funds
may make more frequent distributions, if necessary, to comply with Internal
Revenue Code provisions.</FONT></P>
<P><FONT size="3"><I><B>Capital gains</B> are increases in the values of capital
assets, such as stock, from the time the assets are purchased.</I></FONT></P>
<P><FONT size="3">You will participate in fund distributions, when they are declared,
starting the day after your purchase is effective. For example, if you purchase
shares on a day that a distribution is declared, you will not receive that distribution.
If you redeem shares, you will receive any distribution declared on the day
you redeem. If you redeem all shares, we will include any such distributions
received with your redemption proceeds. </FONT></P>
<P><FONT size="3">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 your services guide for further information regarding distributions
and your distribution options.</FONT></P>
<P><FONT size="4"><B><A NAME="XH"></A>Taxes</B></FONT></P>
<P><FONT size="3">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 they have received or capital gains they have generated through their
investment activities. Tax consequences also result from sales of fund shares
by investors after the net asset value has increased or decreased.</FONT></P>
<P><FONT size="3"><B>Tax-Deferred Accounts</B></FONT></P>
<P><FONT size="3">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 a tax-deferred account,
please consult your plan administrator, your summary plan description or a professional
tax advisor.</FONT></P>
<P><FONT size="3">[GRAPHIC OMITTED: POINTING FINGER] <B>Buying a Dividend</B></FONT></P>
<P><FONT size="3"><I>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.</I></FONT></P>
<P><I><FONT size="3">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. The funds distribute those gains to you,
after subtracting any losses, even if you did not own the shares when the gains
occurred.</FONT></I></P>
<P><I><FONT size="3">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.</FONT></I></P>
<P><FONT size="3"><B>Taxable Accounts</B></FONT></P>
<P><FONT size="3">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 on your
investment.</FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3"><B>Taxability of Distributions</B></FONT></P>
<P><FONT size="3">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. Distributions of capital gains are classified either as short term or
long term and are taxed as follows:</FONT></P>
Type of Distribution Tax Rate for 15% Bracket Tax Rate for 28% Bracket or Above
- ------------------------------------------------------------------------------------------------
Short-term capital gains Ordinary income rate Ordinary income rate
- ------------------------------------------------------------------------------------------------
Long-term capital gains 10% 20%
<P><FONT size="3">The tax status of any distributions 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 in cash. American Century will inform you
of the tax status of fund distributions for each calendar year in an annual
tax mailing (Form 1099-DIV).</FONT></P>
<P><FONT size="3">Distributions also may be subject to state and local taxes.
Because everyone's tax situation is unique, you may want to consult your tax
professional about federal, state and local tax consequences.</FONT></P>
<P><FONT size="3"><B>Taxes on Transactions</B></FONT></P>
<P><FONT size="3">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 you held for
12 months or less. Long-term capital gains are gains on fund shares you 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. However, you should note
that loss realized upon the sale or redemption of shares held for six months
or less will be treated as a long-term capital loss to the extent of any distribution
of long-term capital gain to you with respect to those shares. If a loss is
realized on the redemption of fund shares, the reinvestment in additional fund
shares within 30 days before or after the redemption may be subject to the wash
sale rules of the Internal Revenue Code. This may result in a postponement of
the recognition of such loss for federal income tax purposes. </FONT></P>
<P><FONT size="3">If you have not certified to us that your Social Security number
or tax identification number is correct and that you are not subject to 31%
withholding, we are required to withhold and remit 31% of dividends, capital
gains distributions and redemptions to the IRS.</FONT></P>
<P><FONT size="4"><B><A NAME="XI"></A>Multiple Class Information</B></FONT></P>
<P><FONT size="3">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 through employer-sponsored
retirement plans, or through institutions like banks, broker-dealers and insurance
companies.</FONT></P>
<P><FONT size="3">The Investor Class, which has no up-front or deferred charges,
commissions or 12b-1 fees, is offered primarily to retail investors. The other
classes have different fees, expenses and/or minimum investment requirements
from the Institutional Class. The difference in the fee structures between 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 </FONT></P>
<UL>
<LI><FONT size="3">1-800-345-2021 for Investor Class shares </FONT></LI>
<LI><FONT size="3">1-800-345-3533 for Advisor Class shares</FONT></LI>
</UL>
<P><FONT size="3">You also can contact a sales representative or financial intermediary
who offers those classes of shares.</FONT></P>
<P><FONT size="3">Except as described below, all classes of shares of the funds
have identical voting, dividend, liquidation and other rights, preferences,
terms and conditions. The only differences between the 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.</FONT></P>
<P><FONT size="4"><B><A NAME="XJ"></A>Financial Highlights</B></FONT></P>
<P><B><FONT size="3">Understanding the Financial Highlights</FONT></B></P>
<P><FONT size="3">The tables on the next few pages itemize what contributed to
the changes in share price during the most recently ended fiscal year. They
also show the changes in share price for this period in comparison to changes
over the last five fiscal years .</FONT></P>
<P><FONT size="3">On a per-share basis, each table includes as appropriate</FONT></P>
<UL>
<LI><FONT size="3">share price at the beginning of the period </FONT></LI>
<LI><FONT size="3">investment income and capital gains or losses </FONT></LI>
<LI><FONT size="3">distributions of income and capital gains paid to investors
</FONT></LI>
<LI><FONT size="3">share price at the end of the period</FONT></LI>
</UL>
<P><FONT size="3">Each table also includes some key statistics for the period
as appropriate</FONT></P>
<UL>
<LI><FONT size="3"><B>Total Return</B> — the overall percentage of return
of the fund, assuming the reinvestment of all distributions </FONT></LI>
<LI><FONT size="3"><B>Expense Ratio</B> — operating expenses as a percentage
of average net assets </FONT></LI>
<LI><FONT size="3"><B>Net Income Ratio</B> — net investment income as a
percentage of average net assets </FONT></LI>
<LI><FONT size="3"><B>Portfolio Turnover</B> — the percentage of the fund's
buying and selling activity</FONT></LI>
</UL>
<P><FONT size="3">The Financial Highlights have been audited by Deloitte &
Touche LLP, independent auditors. Their Independent Auditors' Report is included
in the funds' annual report for the year ended November 30, 1999, which is incorporated
by reference into the Statement of Additional Information, and is available
upon request.</FONT></P>
<P><FONT size="4"><B>International Growth Fund</B></FONT></P>
<P><FONT size="3">Institutional Class</FONT></P>
<P><FONT size="3"><I>For a Share Outstanding Throughout the Years Ended November
30 (except as noted)</I></FONT></P>
<P><FONT size="3"><B>Per-Share Data</B></FONT></P>
1999 1998 1997(1)
==============================================================================================================
Net Asset Value, Beginning of Period $ 9.28 $ 9.22 $ 9.26
Income From Investment Operations
Net Investment Income (Loss) --(2)(3) 0.05(3) --(2)
Net Realized and Unrealized Gain (Loss) on Investment Transactions 3.96 1.32 (0.04)
--------------------------------------
Total From Investment Operations 3.96 1.37 (0.04)
--------------------------------------
Distributions
From Net Investment Income (0.04) (0.03) --
From Net Realized Gains on Investment Transactions (0.15) (1.28) --
--------------------------------------
Total Distributions (0.19) (1.31) --
--------------------------------------
Net Asset Value, End of Period $13.05 $ 9.28 $ 9.22
======================================
Total Return(4) 43.40% 17.14% (0.43)%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997(1)
=====================================================================================================
Ratio of Operating Expenses to Average Net Assets 1.07% 1.13% 1.18%(5)
Ratio of Net Investment Income (Loss) to Average Net Assets 0.14% 0.53% (0.53)%(5)
Portfolio Turnover Rate 117% 190% 163%
Net Assets, End of Period (in thousands) $132,031 $13,562 $18,846
<OL>
<LI><FONT size="2"><I>November 20, 1997 (commencement of sale) through November
30, 1997.</I></FONT></LI>
<LI><FONT size="2"><I>Per-share amount was less than $0.005. </I></FONT></LI>
<LI><FONT size="2"><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT size="2"><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</I></FONT></LI>
<LI><FONT size="2"><I>Annualized.</I></FONT></LI>
</OL>
<P><FONT size="4"><B>International Discovery Fund</B></FONT></P>
<P><FONT size="3">Institutional Class</FONT></P>
<P><FONT size="3"><I>For a Share Outstanding Throughout the Years Ended November
30 (except as noted)</I></FONT></P>
<P><FONT size="3"><B>Per-Share Data</B></FONT></P>
1999 1998(1)
========================================================================================
Net Asset Value, Beginning of Period $ 9.25 $8.18
Income From Investment Operations
Net Investment Loss(2) (0.04) --
Net Realized and Unrealized Gain on Investment Transactions 6.06 1.07
---------------------
Total From Investment Operations 6.02 1.07
---------------------
Distributions
From Net Realized Gains on Investment Transactions (0.03) --
---------------------
Total Distributions (0.03) --
---------------------
Net Asset Value, End of Period $15.24 $9.25
=====================
Total Return(3) 65.37% 3.08%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998(1)
================================================================================
Ratio of Operating Expenses to Average Net Assets 1.35% 1.44%(4)
Ratio of Net Investment Loss to Average Net Assets (0.45)% --(4)
Portfolio Turnover Rate 110% 178%
Net Assets, End of Period (in thousands) $182,222 $60,918
<OL>
<LI><FONT size="2"><I>January 2, 1998 (commencement of sale) through November
30, 1998.</I></FONT></LI>
<LI><I><FONT size="2">Computed using average shares outstanding throughout the
period.</FONT></I></LI>
<LI><I><FONT size="2">Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</FONT></I></LI>
<LI><I><FONT size="2">Annualized.</FONT></I></LI>
</OL>
<P><FONT size="4"><B>Emerging Markets Fund</B></FONT></P>
<P><FONT size="3">Institutional Class</FONT></P>
<P><FONT size="3"><I>For a Share Outstanding Throughout the Period Indicated</I></FONT></P>
<P><FONT size="3"><B>Per-Share Data</B></FONT></P>
1999(1)
================================================================================
Net Asset Value, Beginning of Period $ 3.39
Income From Investment Operations
Net Realized and Unrealized Gain on Investment Transactions 2.24
------
Total From Investment Operations 2.24
------
Net Asset Value, End of Period $ 5.63
======
Total Return(2) 66.08%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999(1)
================================================================================
Ratio of Operating Expenses to Average Net Assets 1.80%(3)
Ratio of Net Investment Loss to Average Net Assets (0.05)%(3)
Portfolio Turnover Rate 168%
Net Assets, End of Period (in thousands) $16,507
<OL>
<LI><FONT size="2"><I>January 28, 1999 (commencement of sale) through November
30, 1999.</I></FONT></LI>
<LI><I><FONT size="2">Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</FONT></I></LI>
<LI><I><FONT size="2">Annualized.</FONT></I></LI>
</OL>
<P><FONT size="4"><B><A NAME="XK"></A>Performance Information of Other Class</B></FONT></P>
<P><FONT size="3">The following financial information is provided to show the
performance of the fund's original class of shares. This class, the Investor
Class, has a total expense ratio that is 0.20% higher than the Institutional
Class. The Institutional Class is made available to institutional shareholders
or through financial intermediaries that do not require the same level of shareholder
and administrative services from the advisor as Investor Class shareholders.
As a result, the advisor is able to charge these classes a lower unified management
fee. If the Institutional Class existed during the periods presented, its performance
would have been higher because of the lower expense.</FONT></P>
<P><FONT size="3">The table on the next page itemizes what contributed to the
changes in share price during the period. It also shows the changes in share
price for this period in comparison to changes over the last five fiscal years
.</FONT></P>
<P><FONT size="3">On a per-share basis, the table includes as appropriate</FONT></P>
<UL>
<LI><FONT size="3">share price at the beginning of the period </FONT></LI>
<LI><FONT size="3">investment income and capital gains or losses </FONT></LI>
<LI><FONT size="3">distributions of income and capital gains paid to investors
</FONT></LI>
<LI><FONT size="3">share price at the end of the period</FONT></LI>
</UL>
<P><FONT size="3">The table also includes some key statistics for the period as
appropriate</FONT></P>
<UL>
<LI><FONT size="3"><B>Total Return</B> — the overall percentage of return
of the fund, assuming the reinvestment of all distributions </FONT></LI>
<LI><FONT size="3"><B>Expense Ratio</B> — operating expenses as a percentage
of average net assets </FONT></LI>
<LI><FONT size="3"><B>Net Income Ratio</B> — net investment income as a
percentage of average net assets </FONT></LI>
<LI><FONT size="3"><B>Portfolio Turnover</B> — the percentage of the fund's
buying and selling activity</FONT></LI>
</UL>
<P><FONT size="3">The Financial Highlights have been audited by Deloitte &
Touche LLP, independent auditors. Their Independent Auditors' Report is included
in the funds' annual report for the year ended November 30, 1999, which is incorporated
by reference into the Statement of Additional Information, and is available
upon request.</FONT></P>
<P><FONT size="4"><B>Global Growth Fund</B></FONT></P>
<P><FONT size=3>Investor Class</FONT></P>
<P><FONT size=3><I>For a Share Outstanding Throughout the Year Ended November
30 </I> </FONT></P>
<P><FONT size=3><B>Per Share Data</B></FONT></P>
1999(1)
================================================================================
Net Asset Value, Beginning of Period $ 5.00
Income From Investment Operations
Net Investment Loss(2) (0.01)
Net Realized and Unrealized Gain on Investment Transactions 3.34
------
Total From Investment Operations 3.33
------
Net Asset Value, End of Period $ 8.33
======
Total Return(3) 66.60%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999(1)
================================================================================
Ratio of Operating Expenses to Average Net Assets 1.30%
Ratio of Net Investment Loss to Average Net Assets (0.20)%
Portfolio Turnover Rate 133%
Net Assets, End of Period (in thousands) $233,823
<OL>
<LI><FONT size=2><I>December 1, 1998 (inception) through November 30, 1999.</I></FONT></LI>
<LI><FONT size=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT size=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any.</I></FONT></LI>
</OL>
<P><FONT size=4><B>International Growth Fund</B></FONT></P>
<P><FONT size=3>Investor Class</FONT></P>
<P><FONT size=3><I>For a Share Outstanding Throughout the Years Ended November
30 </I></FONT></P>
<P><FONT size=3><B>Per Share Data</B></FONT></P>
1999 1998 1997 1996 1995
=======================================================================================================
Net Asset Value, Beginning of Period $ 9.25 $ 9.22 $ 8.73 $ 7.51 $ 7.47
Income From Investment Operations
Net Investment Income (Loss) (0.01)(1) 0.03(1) --(2) (0.01)(1) 0.01
Net Realized and Unrealized Gain on
Investment Transactions 3.95 1.31 1.41 1.24 0.40
--------------------------------------------------------------
Total From Investment Operations 3.94 1.34 1.41 1.23 0.41
--------------------------------------------------------------
Distributions
From Net Investment Income (0.02) (0.03) -- (0.01) --
From Net Realized Gains on
Investment Transactions (0.15) (1.28) (0.92) -- (0.37)
--------------------------------------------------------------
Total Distributions (0.17) (1.31) (0.92) (0.01) (0.37)
--------------------------------------------------------------
Net Asset Value, End of Period $13.02 $ 9.25 $ 9.22 $ 8.73 $ 7.51
==============================================================
Total Return(3) 43.22% 16.74% 18.12% 16.35% 5.93%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997 1996 1995
==========================================================================================================
Ratio of Operating Expenses
to Average Net Assets 1.27% 1.33% 1.38%(4) 1.65%(4) 1.77%
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.06)% 0.33% 0.04% (0.07)% 0.25%
Portfolio Turnover Rate 117% 190% 163% 158% 169%
Net Assets, End of Period
(in thousands) $3,701,903 $2,448,162 $1,728,617 $1,342,608 $1,210,442
<OL>
<LI><FONT size=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT size=2><I>Per-share amount was less than $0.005. </I></FONT></LI>
<LI><FONT size=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any. </I></FONT></LI>
<LI><FONT size=2><I>American Century Investment Management, Inc. voluntarily
waived a portion of its management fee effective August 1, 1996 through July
30, 1997. In <BR>
absence of the management fee waiver, the ratio of operating expenses to average
net assets would have been 1.56% and 1.76% for the years ended November 30,
1997 and November 30, 1996, respectively.</I></FONT></LI>
</OL>
<P><FONT size=4><B>International Discovery Fund</B></FONT></P>
<P><FONT size=3>Investor Class</FONT></P>
<P><FONT size=3><I>For a Share Outstanding Throughout the Years Ended November
30 </I></FONT></P>
<P><FONT size=3><B>Per Share Data</B></FONT></P>
1999 1998 1997 1996 1995
======================================================================================================
Net Asset Value, Beginning of Period $ 9.24 $ 8.54 $ 7.60 $ 5.70 $5.39
Income From Investment Operations
Net Investment Income (Loss) (0.07)(1) (0.03)(1) (0.03) (0.02)(1) 0.03
Net Realized and Unrealized Gain on
Investment Transactions 6.06 1.22 1.31 1.95 0.28
-------------------------------------------------------------
Total From Investment Operations 5.99 1.19 1.28 1.93 0.31
-------------------------------------------------------------
Distributions
From Net Investment Income -- (0.02) (0.02) (0.01) --
In Excess of Net Investment Income -- -- -- (0.02) --
From Net Realized Gains on
Investment Transactions (0.03) (0.47) (0.32) -- --
-------------------------------------------------------------
Total Distributions (0.03) (0.49) (0.34) (0.03) --
-------------------------------------------------------------
Net Asset Value, End of Period $15.20 $ 9.24 $ 8.54 $ 7.60 $5.70
=============================================================
Total Return(2) 65.12% 14.79% 17.76% 34.06% 5.75%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997 1996 1995
==========================================================================================================
Ratio of Operating Expenses
to Average Net Assets 1.55% 1.64% 1.70%(3) 1.88%(3) 2.00%
Ratio of Net Investment Income
(Loss) to Average Net Assets (0.65)% (0.36)% (0.37)% (0.31)% 0.27%
Portfolio Turnover Rate 110% 178% 146% 130% 168%
Net Assets, End of Period
(in thousands) $1,408,624 $781,551 $626,327 $377,128 $114,579
<OL>
<LI><FONT size=2><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><FONT size=2><I>Total return assumes reinvestment of dividends and capital
gains distributions, if any.</I></FONT></LI>
<LI><FONT size=2><I>American Century Investment Management, Inc. voluntarily
waived a portion of its management fee effective August 1, 1996 through July
30, 1997. In <BR>
absence of the management fee waiver, the ratio of operating expenses to average
net assets would have been 1.87% and 1.99% for the years ended November 30,
1997 and November 30, 1996, respectively.</I><FONT size="3"> </FONT></FONT></LI>
</OL>
<P><FONT size=4><B>Emerging Markets Fund</B></FONT></P>
<P><FONT size=3>Investor Class</FONT></P>
<P><FONT size=3><I>For a Share Outstanding Throughout the Years Ended November
30 (except as noted) </I></FONT></P>
<P><FONT size=3><B>Per Share Data</B></FONT></P>
1999 1998 1997(1)
=============================================================================================================
Net Asset Value, Beginning of Period $ 3.49 $ 4.15 $ 5.00
Income From Investment Operations
Net Investment Loss(2) (0.01) --(3) (0.01)
Net Realized and Unrealized Gain (Loss) on Investment Transactions 2.14 (0.66) (0.84)
-------------------------------------
Total From Investment Operations 2.13 (0.66) (0.85)
-------------------------------------
Net Asset Value, End of Period $ 5.62 $ 3.49 $ 4.15
=====================================
Total Return(4) 61.03% (15.90)% (17.00)%
<P><FONT size="3"><B>Ratios/Supplemental Data</B></FONT></P>
1999 1998 1997(1)
===============================================================================================
Ratio of Operating Expenses to Average Net Assets 2.00% 2.00% 2.00%(5)
Ratio of Net Investment Loss to Average Net Assets (0.33)% (0.03)% (0.74)%(5)
Portfolio Turnover Rate 168% 270% 36%
Net Assets, End of Period (in thousands) $82,359 $21,124 $11,830
<OL>
<LI><FONT size=2><I>September 30, 1997 (inception) through November 30, 1997.</I></FONT></LI>
<LI><FONT size="2"><I>Computed using average shares outstanding throughout the
period.</I></FONT></LI>
<LI><I><FONT size="2">Per-share amount was less than $0.005. </FONT></I></LI>
<LI><I><FONT size="2">Total return assumes reinvestment of dividends and capital
gains distributions, if any. Total returns for periods less than one year
are not annualized.</FONT></I></LI>
<LI><I><FONT size="2">Annualized.</FONT></I></LI>
</OL>
<P><FONT size="4"><B>Notes</B></FONT></P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P><B><FONT size="4">Notes</FONT></B></P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P> </P>
<P><FONT size="3"><B>More information about the funds is contained in these documents</B></FONT></P>
<P><FONT size="3"><B>Annual and Semiannual Reports</B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3"><B>Statement of Additional Information (SAI) </B></FONT></P>
<P><FONT size="3">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.</FONT></P>
<P><FONT size="3">You may obtain a free copy of the SAI or annual and semiannual
reports, and ask questions about the funds or your accounts, by contacting American
Century at the address or telephone numbers listed below.</FONT></P>
<P><FONT size="3">You also can get information about the funds (including the
SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating
fee to provide copies of this information.</FONT></P>
<TABLE cellspacing=0 border=0 width=600>
<TR>
<TD valign="TOP">
<P><FONT size="3"><I>In person </I></FONT>
</TD>
<TD valign="TOP">
<P><FONT size=2><FONT size="3">SEC Public Reference Room<BR>
</FONT><FONT size="3">Washington, D.C.<BR>
</FONT><FONT size="3">Call 202-942-8090 for location and hours.<BR>
<BR>
</FONT></FONT></P>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=3><I>On the Internet </I> </FONT>
</TD>
<TD valign="TOP">
<UL>
<LI><FONT size="3">EDGAR database at www.sec.gov </FONT></LI>
<LI><FONT size="3">By email request at [email protected]<BR>
</FONT></LI>
</UL>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=3><I>By mail </I> </FONT>
</TD>
<TD valign="TOP">
<P><FONT size=3>SEC Public Reference Section <BR>
Washington, D.C. 20549-0102 </FONT>
</TD>
</TR>
</TABLE>
<P><FONT size="3"><BR>
<FONT size="2">Investment Company Act File No. 811-6247</FONT></FONT></P>
<P align="CENTER"><FONT size="3">[AMERICAN CENTURY LOGO]</FONT></P>
<P align="CENTER"><FONT size="3"><B>American Century Investments</B><BR>
P.O. Box 419200<BR>
Kansas City, Missouri 64141-6200</FONT></P>
<P align="CENTER"><FONT size="3">1-800-345-2021 or 816-531-5575</FONT></P>
<P><FONT size=2>0004<BR>
SH-PRS 19167</FONT></P>
<P> </P>
<P> </P>
<TABLE border="0" cellspacing="0" cellpadding="0" width="600">
<TR>
<TD width="245"> </TD>
<TD width="355">
<P><FONT size="6"><I> </I>A<FONT size="5">MERICAN</FONT> C<FONT size="5">ENTURY</FONT><I><BR>
statement of<BR>
additional information</I></FONT></P>
<P><FONT size="3"><B>Global Growth Fund</B></FONT></P>
<P><B><FONT size="3">International Growth Fund</FONT></B></P>
<P><B><FONT size="3">International Discovery Fund</FONT></B></P>
<P><B><FONT size="3">Emerging Markets Fund</FONT></B></P>
<P> </P>
</TD>
</TR>
<TR>
<TD width="245">
<P align="right"><FONT size="3">APRIL 1, 2000</FONT></P>
<P align="right"><FONT size="3">American Century World<BR>
Mutual Funds, Inc.</FONT></P>
<P align="right"><FONT size="3"> <I>This Statement of Additional Information
adds to the discussion in the funds' Prospectus, dated April 1, 2000,
but is not a Prospectus. The Statement of Additional Information should
be read in conjunction with the funds' current Prospectus. If you would
like a copy of the Prospectus, please contact us at one of the addresses
or telephone numbers listed on the back cover or visit American Century's
Web site at www.americancentury.com.</I></FONT></P>
<P align="right"><I><FONT size="3">This Statement of Additional Information
incorporates by reference certain information that appears in the funds'
annual and semiannual reports, which are delivered to all investors. You
may obtain a free copy of the funds' annual or semiannual reports by calling
1-800-345-2021</FONT></I><FONT size="3">.</FONT></P>
<P align="right"><FONT size="3">Funds Distributor, Inc. and <BR>
American Century Investment<BR>
Services, Inc., Distributors</FONT></P>
</TD>
<TD width="355"> </TD>
</TR>
</TABLE>
<P><FONT SIZE=4><BR>
<B>Table of Contents</B></FONT></P>
<P><FONT SIZE=3><A href="#YB">The Funds' History</A></FONT></P>
<P><FONT SIZE=3><A href="#YC">Fund Investment Guidelines</A></FONT></P>
<P><FONT SIZE=3><A href="#YD">Fund Investments and Risks</A></FONT></P>
<P><FONT SIZE=3> <A href="#YE">Investment Strategies
and Risks</A></FONT></P>
<P><FONT SIZE=3> <A href="#YF">Investment Policies</A></FONT></P>
<P><FONT SIZE=3> <A href="#YG">Portfolio Turnover</A></FONT></P>
<P><FONT SIZE=3><A href="#YH">Management</A></FONT></P>
<P><FONT SIZE=3> <A href="#YI">The Board of
Directors</A></FONT></P>
<P><FONT SIZE=3> <A href="#YJ">Officers</A></FONT></P>
<P><FONT SIZE=3> <A href="#YK">Code of Ethics</A></FONT></P>
<P><FONT SIZE=3><A href="#YL">The Funds' Principal Shareholders</A></FONT></P>
<P><FONT SIZE=3><A href="#YM">Service Providers</A></FONT></P>
<P><FONT SIZE=3> <A href="#YN">Investment Advisor</A></FONT></P>
<P><FONT SIZE=3> <A href="#YO">Transfer Agent
and Administrator</A></FONT></P>
<P><FONT SIZE=3> <A href="#YP">Distributors</A></FONT></P>
<P><FONT SIZE=3><A href="#YQ">Other Service Providers</A></FONT></P>
<P><FONT SIZE=3> <A href="#YR">Custodian Banks</A></FONT></P>
<P><FONT SIZE=3> <A href="#YS">Independent Auditor</A></FONT></P>
<P><FONT SIZE=3><A href="#YT">Brokerage Allocation</A></FONT></P>
<P><FONT SIZE=3><A href="#YU">Information about Fund Shares</A></FONT></P>
<P><FONT SIZE=3> <A href="#YV">Multiple Class
Structure</A></FONT></P>
<P><FONT SIZE=3> <A href="#YW">Buying and Selling
Fund Shares</A></FONT></P>
<P><FONT SIZE=3> <A href="#YX">Valuation of
a Fund's Securities</A></FONT></P>
<P><FONT SIZE=3><A href="#YY">Taxes</A></FONT></P>
<P><FONT SIZE=3> <A href="#YZ">Federal Income
Tax</A></FONT></P>
<P><FONT SIZE=3> <A href="#YAA">State and Local
Income Tax</A></FONT></P>
<P><FONT SIZE=3><A href="#YBB">How Fund Performance Information Is Calculated</A></FONT></P>
<P><FONT SIZE=3> <A href="#YCC">Performance
Comparisons</A></FONT></P>
<P><FONT SIZE=3> <A href="#YDD">Permissible
Advertising Information</A></FONT></P>
<P><FONT SIZE=3> <A href="#YEE">Multiple Class
Performance Advertising</A></FONT></P>
<P><FONT SIZE=3><A href="#YFF">Financial Statements</A></FONT></P>
<P><FONT SIZE=3><A href="#YGG">Explanation of Fixed-Income Securities Ratings</A></FONT></P>
<P><FONT SIZE=4><B><A NAME="YB"></A>THE FUNDS' HISTORY</B></FONT></P>
<P><FONT SIZE=3>American Century World Mutual Funds, Inc., is a registered open-end
management investment company that was organized in 1990 as a Maryland corporation
under the name </FONT><FONT SIZE=3>Twentieth Century World Investors, Inc. In
January 1997 it changed its name to American Century World Mutual Funds, Inc.
Throughout this Statement of Additional Information we refer to American Century
World Mutual Funds, Inc. as the corporation.</FONT></P>
<P><FONT SIZE=3>Each fund described in this Statement of Additional Information
is a separate series of the corporation 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
numbers. </FONT></P>
Investor Class Advisor Class Institutional Class
Ticker Inception Ticker Inception Ticker Inception
Fund Symbol Date Symbol Date Symbol Date
- ---------------------------------------------------------------------------------------------------------
Global Growth TWGGX 12/1/1998 N/A 02/5/1999 N/A N/A
- ---------------------------------------------------------------------------------------------------------
International Growth TWIEX 05/9/1991 TWGAX 10/1/1996 TGRIX 01/20/1997
- ---------------------------------------------------------------------------------------------------------
International Discovery TWEGX 04/1/1994 N/A 04/28/1998 TIDIX 01/2/1998
- ---------------------------------------------------------------------------------------------------------
Emerging Markets TWMIX 09/30/1997 N/A N/A N/A 01/28/1999
- ---------------------------------------------------------------------------------------------------------
<P><FONT SIZE=4><B><A NAME="YC"></A>FUND INVESTMENT GUIDELINES</B></FONT></P>
<P><FONT SIZE=3>This section explains the extent to which the funds' advisor,
American Century Investment Management, Inc., 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, <I>Investment Strategies
and Risks, </I>which begins on page 3. In the case of the funds' principal investment
strategies, these descriptions elaborate upon discussions contained in the Prospectus.</FONT></P>
<P><FONT SIZE=3>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 or own
more than 10% of the outstanding voting securities of a single issuer. </FONT></P>
<P><FONT SIZE=3>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</FONT></P>
<P><FONT SIZE=3>(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</FONT></P>
<P><FONT SIZE=3>(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.
</FONT></P>
<P><FONT SIZE=3>In general, within the restrictions outlined here and in the funds'
Prospectus, the fund managers have broad powers to decide how to invest fund
assets, including the power to hold them uninvested.</FONT></P>
<P><FONT SIZE=3>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 on page 3, when such
a course is deemed appropriate in order to attempt to attain a fund's investment
objective. Senior securities that, in the opinion of the managers, are high-grade
issues also may be purchased for defensive purposes.</FONT></P>
<P><FONT SIZE=3>So long as a sufficient number of acceptable securities are available,
the fund managers intend 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 managers may use stock index futures as a way to expose the funds' cash
assets to the market, while maintaining liquidity. As mentioned in the Prospectus,
the managers may not leverage the funds' portfolios; so there is no greater
market risk to the funds than if they purchase stocks. See <I>Short-Term Securities,</I>
page 10, <I>Futures and Options,</I> page 10, and <I>Derivative Securities,</I>
page 7.</FONT></P>
Table 1
- ---------------------------------------------------------------------------------------
Global Growth International Discovery
and and
International Growth Emerging Markets
- ---------------------------------------------------------------------------------------
Foreign Securities X X
- ---------------------------------------------------------------------------------------
Equity Equivalents X X
- ---------------------------------------------------------------------------------------
Debt Securities X X
- ---------------------------------------------------------------------------------------
Sovereign Debt Obligations X X
- ---------------------------------------------------------------------------------------
Convertible Securities X X
- ---------------------------------------------------------------------------------------
Short Sales X X
- ---------------------------------------------------------------------------------------
Portfolio Lending X X
- ---------------------------------------------------------------------------------------
Derivative Securities X X
- ---------------------------------------------------------------------------------------
Investments in Companies with Limited
Operating Histories 5% 10%
- ---------------------------------------------------------------------------------------
Other Investment Companies X X
- ---------------------------------------------------------------------------------------
Repurchase Agreements X X
- ---------------------------------------------------------------------------------------
When-Issued and Forward Commitment Agreements X X
- ---------------------------------------------------------------------------------------
Restricted and Illiquid Securities X X
- ---------------------------------------------------------------------------------------
Short-Term Securities X X
- ---------------------------------------------------------------------------------------
Futures & Options X X
- ---------------------------------------------------------------------------------------
Forward Currency Exchange Contracts X X
- ---------------------------------------------------------------------------------------
<P><FONT SIZE=4><B><A NAME="YD"></A>FUND INVESTMENTS AND RISKS</B></FONT></P>
<P><B><FONT SIZE=3><A NAME="YE"></A>INVESTMENT STRATEGIES AND RISKS</FONT></B></P>
<P><FONT SIZE=3>This section describes various investment vehicles and techniques
that the fund managers can use in managing a fund's assets. It also details
the risks associated with each, because each investment vehicle and technique
contributes to a fund's overall risk profile. To determine whether a fund may
invest in a particular investment vehicle, consult Table 1.</FONT></P>
<P><FONT SIZE=3><B>Foreign Securities</B></FONT></P>
<P><FONT SIZE=3>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 including:</FONT></P>
<P><FONT SIZE=3><I>Currency Risk.</I> 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.</FONT></P>
<P><FONT SIZE=3><I>Political and Economic Risk.</I> 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.</FONT></P>
<P><FONT SIZE=3><I>Regulatory Risk. </I>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.</FONT></P>
<P><FONT SIZE=3><I>Market and Trading Risk.</I> 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.</FONT></P>
<P><FONT SIZE=3><I>Clearance and Settlement Risk.</I> 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.</FONT></P>
<P><FONT SIZE=3><I>Ownership Risk.</I> 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Equity Equivalents</B></FONT></P>
<P><FONT SIZE=3>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, electronic trading networks or in over-the-counter markets.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Debt Securities</B></FONT></P>
<P><FONT SIZE=3>The managers believe 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 managers believe has the
potential for capital appreciation. When the managers believe 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.</FONT></P>
<P><FONT SIZE=3>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. 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 managers 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 <I>Explanation of Fixed-Income
Securities Ratings,</I> page 36.</FONT></P>
<P><FONT SIZE=3>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 <I>Explanation of Fixed-Income Securities Ratings,</I>
page 36. 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Sovereign Debt Obligations</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Convertible Debt Securities</B></FONT></P>
<P><FONT SIZE=3>A convertible debt 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 debt securities provide
a stable stream of income, with generally higher yields than common stocks.
Convertible debt 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,
as with all fixed-income securities, there can be no assurance of current income
because the issuers of the convertible debt 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.</FONT></P>
<P><FONT SIZE=3>Convertible debt securities generally are subordinated to other
similar but non-convertible securities of the same issuer, although convertible
bonds, as corporate debt obligations, enjoy 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.</FONT></P>
<P><FONT SIZE=3>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 NASDAQ. 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. Each component of a synthetic convertible
security has a separate market value and responds differently to market fluctuations.
Investing in a synthetic convertible security involves the risk normally found
in holding the securities comprising the synthetic convertible security.</FONT></P>
<P><FONT SIZE=3><B>Short Sales</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Portfolio Lending</B></FONT></P>
<P><FONT SIZE=3>In order to realize additional income, a fund may lend its portfolio
securities. Such loans may not exceed one-third of the fund's total net assets
valued at market except</FONT></P>
<UL>
<LI><FONT SIZE=3>through the purchase of debt securities in accordance with
its investment objectives, policies and limitations, or </FONT></LI>
<LI><FONT SIZE=3>by engaging in repurchase agreements with respect to portfolio
securities.</FONT></LI>
</UL>
<P><FONT SIZE=3><B>Derivative Securities</B></FONT></P>
<P><FONT SIZE=3>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). For example, Standard & Poor's Depositary Receipts,
also known as spiders, track the price performance and dividend yield of the
S&P Index by providing a stake in the stocks that make up that index.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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. </FONT></P>
<P><FONT SIZE=3>The return on a derivative security may increase or decrease,
depending upon changes in the reference index or instrument to which it relates.</FONT></P>
<P><FONT SIZE=3>There is a range of risks associated with derivative investments,
including:</FONT></P>
<UL>
<LI><FONT SIZE=3>the risk that the underlying security, interest rate, market
index or other financial asset will not move in the direction the fund managers
anticipate; </FONT></LI>
<LI><FONT SIZE=3>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; </FONT></LI>
<LI><FONT SIZE=3>the risk that adverse price movements in an instrument can
result in a loss substantially greater than a fund's initial investment; and
</FONT></LI>
<LI><FONT SIZE=3>the risk that the counterparty will fail to perform its obligations.</FONT></LI>
</UL>
<P><FONT SIZE=3>The Board of Directors has approved the advisor'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 advisor will report on fund activity in derivative
securities to the Board of Directors as necessary. In addition, the Board will
review the advisor's policy for investments in the derivative securities annually.</FONT></P>
<P><FONT SIZE=3><B>Investments in Companies with Limited Operating Histories</B></FONT></P>
<P><FONT SIZE=3>The funds may invest a portion of their assets in the securities
of issuers with limited operating history. The fund managers consider an issuer
to have a limited operating history if that issuer has a record of less than
three years of continuous operation. The managers 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.</FONT></P>
<P><FONT SIZE=3>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 managers may base their investment decision on behalf
of the funds. In addition, financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.</FONT></P>
<P><FONT SIZE=3><B>Other Investment Companies</B></FONT></P>
<P><FONT SIZE=3>Each of the funds may invest up to 10% of its total assets in
other mutual funds, including those managed by the advisor, provided that the
investment is consistent with the fund's investment policies and restrictions.
Under the Investment Company Act, a 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.</FONT></P>
<P><FONT SIZE=3>The funds are considering investing in India through a Republic
of Mauritius company to take advantage of the favorable tax treaty between the
countries. There can be no assurance such an investment structure would be effective.
As noted in the paragraph above, each fund may invest in the securities of other
investment companies. A Mauritius holding company will not be considered an
investment company for this purpose.</FONT></P>
<P><FONT SIZE=3><B>Repurchase Agreements</B></FONT></P>
<P><FONT SIZE=3>Each fund may invest in repurchase agreements when they 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>Because 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.</FONT></P>
<P><FONT SIZE=3>The fund 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 by the funds' advisor.</FONT></P>
<P><FONT SIZE=3>No fund will invest more than 15% of its assets in repurchase
agreements maturing in more than seven days, and other illiquid securities.</FONT></P>
<P><FONT SIZE=3><B>When-Issued and Forward Commitment Agreements </B></FONT></P>
<P><FONT SIZE=3>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).</FONT></P>
<P><FONT SIZE=3>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 the 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.</FONT></P>
<P><FONT SIZE=3>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, a 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.</FONT></P>
<P><FONT SIZE=3><B>Restricted and Illiquid Securities</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>With respect to securities eligible for resale under Rule 144A,
the staff of the Securities and Exchange Commission (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 fund managers.
The Board retains the responsibility to monitor the implementation of the guidelines
and procedures it has adopted.</FONT></P>
<P><FONT SIZE=3>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 fund managers will consider appropriate
remedies to minimize the effect on such fund's liquidity. </FONT></P>
<P><FONT SIZE=3><B>Short-Term Securities</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>Examples of those securities include:</FONT></P>
<UL>
<LI><FONT SIZE=3>Securities issued or guaranteed by the U.S. government and
its agencies and instrumentalities; </FONT></LI>
<LI><FONT SIZE=3>Commercial Paper; </FONT></LI>
<LI><FONT SIZE=3>Certificates of Deposit and Euro Dollar Certificates of Deposit;
</FONT></LI>
<LI><FONT SIZE=3>Bankers' Acceptances; </FONT></LI>
<LI><FONT SIZE=3>Short-term notes, bonds, debentures, or other debt instruments;
and </FONT></LI>
<LI><FONT SIZE=3>Repurchase agreements.</FONT></LI>
</UL>
<P><FONT SIZE=3>In addition, each fund may invest part of its total assets in
other investment companies including money market funds managed by the advisor.
Under the Investment Company Act, a 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. Any investments in money market funds must be consistent with the
investment policies and restrictions of the fund making the investment.</FONT></P>
<P><FONT SIZE=3><B>Futures and Options</B></FONT></P>
<P><FONT SIZE=3>Each fund may enter into futures contracts, options or options
on futures contracts. Generally, futures transactions will be used to:</FONT></P>
<UL>
<LI><FONT SIZE=3>protect against a decline in market value of the fund's securities
(taking a short futures position), or </FONT></LI>
<LI><FONT SIZE=3>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 </FONT></LI>
<LI><FONT SIZE=3>provide a temporary substitute for the purchase of an individual
security that may be purchased in an orderly fashion.</FONT></LI>
</UL>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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 fund managers may engage in futures and options transactions
based on securities indexes that are consistent with the fund's investment objectives.
Examples of indices that may be used include the MSCI EAFE Index and MSCI Emerging
Markets Free Index. The managers 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.</FONT></P>
<P><FONT SIZE=3>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).</FONT></P>
<P><FONT SIZE=3>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 ensure completion of the
contract (delivery or acceptance of the underlying security) if it is not terminated
prior to the specified delivery date. A margin deposit does 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, to and from the broker, called variation margin, 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.</FONT></P>
<P><FONT SIZE=3><B><I>Risks Related to Futures and Options Transactions</I></B></FONT></P>
<P><FONT SIZE=3>Futures and options prices can be volatile, and trading in these
markets involves certain risks. If the fund managers apply a hedge at an inappropriate
time or judge interest rate or equity market trends incorrectly, futures and
options strategies may lower a fund's return.</FONT></P>
<P><FONT SIZE=3>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 fund managers consider 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 fund managers 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 fund
managers 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B><I>Options on Futures</I></B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B><I>Restrictions on the Use of Futures Contracts and Options
</I></B></FONT></P>
<P><FONT SIZE=3>Each fund may enter into futures contracts, options or options
on futures contracts.</FONT></P>
<P><FONT SIZE=3>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 segregate cash or securities on its records in an amount
sufficient to cover its obligations under the futures contracts and options.</FONT></P>
<P><FONT SIZE=3><B>Forward Currency Exchange Contracts</B></FONT></P>
<P><FONT SIZE=3>Each fund may purchase and sell foreign currency on a spot (i.e.,
cash) basis and may engage in forward currency contracts, currency options and
futures transactions for hedging or any other lawful purpose. See <I>Derivative
Securities,</I> page 7.</FONT></P>
<P><FONT SIZE=3>The funds expect to use forward contracts under two circumstances:</FONT></P>
<P><FONT SIZE=3>(1) When the fund managers wish 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</FONT></P>
<P><FONT SIZE=3>(2) When the fund managers believe 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.</FONT></P>
<P><FONT SIZE=3>In the first circumstance, when a fund enters into a trade for
the purchase or sale of a security denominated in a foreign currency, it may
be desirable to establish (lock in) the U.S. dollar cost or proceeds. By entering
into forward contracts in U.S. dollars for the purchase or sale of a foreign
currency involved in an underlying security transaction, the fund will be able
to protect itself against a possible loss between trade and settlement dates
resulting from the adverse change in the relationship between the U.S. dollar
and the subject foreign currency.</FONT></P>
<P><FONT SIZE=3>Under the second circumstance, when the fund managers believe
that the currency of a particular country may suffer a substantial decline relative
to the U.S. dollar, a fund could enter into a forward contract to sell for a
fixed dollar amount the amount in foreign currencies approximating the value
of some or all of its portfolio securities either denominated in, or whose value
is tied to, such foreign currency. The fund will segregate on its records cash
or securities in an amount sufficient to cover its obligations under the contract.</FONT></P>
<P><FONT SIZE=3>The precise matching of forward contracts in the amounts and values
of securities involved generally would not be possible because 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 fund managers do not intend to enter into such contracts
on a regular basis. Normally, consideration of the prospect for currency parities
will be incorporated into the long-term investment decisions made with respect
to overall diversification strategies. However, the managers believe that it
is important to have flexibility to enter into such forward contracts when they
determine that a fund's best interests may be served.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YF"></A>INVESTMENT POLICIES</B></FONT></P>
<P><FONT SIZE=3>Unless otherwise indicated, with the exception of the percentage
limitations on borrowing, the restrictions described below apply at the time
a fund enters into a transaction. 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.</FONT></P>
<P><FONT SIZE=3><B>Fundamental Investment Policies</B></FONT></P>
<P><FONT SIZE=3>The funds' fundamental investment restrictions are set forth below.
These investment restrictions 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.</FONT></P>
Subject Policy
- --------------------------------------------------------------------------------
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 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 a fund from
investing 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.
- --------------------------------------------------------------------------------
<P><FONT SIZE=3>For purposes of the investment restrictions relating to lending
and borrowing, the funds have received an exemptive order from the SEC regarding
interfund lending. Under the terms of the exemptive order, the funds may borrow
money from or lend money to other funds, advised by ACIM, that permit such transactions.
All such transactions will be subject to the limits set above for borrowing
and lending. The funds will borrow money through the program only when the costs
are equal to or lower than the cost of short-term bank loans. Interfund loans
and borrowings normally extend only overnight, but can have a maximum duration
of seven days. The funds will lend through the program only when the returns
are higher than those available from other short-term instruments (such as repurchase
agreements). The funds may have to borrow from a bank at a higher interest rate
if an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional borrowing costs.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B>Nonfundamental Investment Policies</B></FONT></P>
<P><FONT SIZE=3>In addition, the funds are subject to the following investment
restrictions that are not fundamental and may be changed by the Board of Directors.</FONT></P>
Subject Policy
- --------------------------------------------------------------------------------
Leveraging 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.
- --------------------------------------------------------------------------------
Futures and Options A fund may enter into futures contracts and write and
buy put and call options relating to futures contracts.
A fund may not, however, enter into leveraged futures
transactions if it would be possible for the fund to
lose more money than it invested.
- --------------------------------------------------------------------------------
Issuers with Limited A fund may invest a portion of its assets in the
Operating Histories securities of issuers with limited operating histories.
An issuer is considered to have a limited operating
history if that issuer has a record of less than three
years of continuous operation. Periods of capital
formation, incubation, consolidations, and research and
development may be considered in determining whether a
particular issuer has a record of three years of
continuous operation.
- --------------------------------------------------------------------------------
<P><FONT SIZE=3><BR>
The Investment Company Act imposes certain additional restrictions upon acquisition
by the fund 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 SEC 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.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YG"></A>PORTFOLIO TURNOVER</B></FONT></P>
<P><FONT SIZE=3>The portfolio turnover rates of the funds are shown in the Financial
Highlights tables in the Prospectus.</FONT></P>
<P><FONT SIZE=3>The fund managers will purchase and sell securities without regard
to the length of time the security has been held. Accordingly, each fund's rate
of portfolio turnover may be substantial.</FONT></P>
<P><FONT SIZE=3>The fund managers intend to purchase a given security whenever
they believe it will contribute to the stated objective of the fund. In order
to achieve each fund's investment objective, the fund managers may 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 managers believe that the security is not fulfilling its purpose, either
because, among other things, it did not live up to the managers' 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.</FONT></P>
<P><FONT SIZE=3>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 decrease their cash positions.
However, it should be expected that the funds will, under most circumstances,
be essentially fully invested in equity securities.</FONT></P>
<P><FONT SIZE=3>Because investment decisions are based on the anticipated contribution
of the security in question to the funds' objectives, the managers believe that
the rate of portfolio turnover is irrelevant when they believe a change is in
order to achieve those objectives. As a result, a fund's annual portfolio turnover
rate cannot be anticipated and may be higher than that of 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 also may 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.</FONT></P>
<P><FONT SIZE=3>Because the managers do not take portfolio turn over rate into
account in making investment decisions, (1) the managers have 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 representative of the rates that will be attained in the future.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YH"></A>MANAGEMENT</B></FONT></P>
<P><B><FONT SIZE=3><A NAME="YI"></A>THE BOARD OF DIRECTORS</FONT></B></P>
<P><FONT SIZE=3>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. Two-thirds of the directors are independent of the funds' advisor; that
is, they are not employed by and have no financial interest in the advisor.</FONT></P>
<P><FONT SIZE=3>The individuals listed in the following table 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 parent corporation, American
Century Companies, Inc. (ACC) or ACC's subsidiaries (including ACIM and ACSC);
the funds' distribution agent and co-administrator, Funds Distributor, Inc.
(FDI); the funds' other distribution agent, American Century Investment Services,
Inc. (ACIS); or other funds advised by the advisor. Each director listed below
serves as a director of five other registered investment companies in the American
Century family of funds, which are also advised by the advisor. </FONT></P>
Position(s) Held
Name (Age) With Funds Principal Occupation(s) During Past Five Years
- --------------------------------------------------------------------------------------------------------------
James E. Stowers, Jr.* (76) Director, Chairman, Director and controlling shareholder, ACC,
4500 Main Street Chairman of Chairman, ACIM, ACSC, ACIS and six other ACC
Kansas City, MO 64111 the Board subsidiaries
Director, ACIM, ACSC, ACIS and 10 other ACC subsidiaries(1)
- --------------------------------------------------------------------------------------------------------------
James E. Stowers III* (41) Director Chief Executive Officer and Director, ACC
4500 Main Street Chief Executive Officer, ACIM, ACSC, ACIS and six
Kansas City, MO 64111 other ACC subsidiaries
Director, ACIM, ACSC, ACIS and 11 other ACC subsidiaries(2)
- --------------------------------------------------------------------------------------------------------------
Thomas A. Brown (59) Director Director of Plains States Development, Applied
4500 Main Street Industrial Technologies, Inc., a corporation engaged
Kansas City, MO 64111 in the sale of bearings and power transmission
products
- --------------------------------------------------------------------------------------------------------------
Robert W. Doering, M.D. (67) Director Retired, formerly a general surgeon
4500 Main Street
Kansas City, MO 64111
- --------------------------------------------------------------------------------------------------------------
Andrea C. Hall, Ph.D. (55) Director Senior Vice President and Director,
4500 Main Street Midwest Research Institute
Kansas City, MO 64111
- --------------------------------------------------------------------------------------------------------------
D.D. (Del) Hock (65) Director Retired, formerly Chairman, Public Service Company
4500 Main Street of Colorado; Director, Service Tech, Inc., Hathaway
Kansas City, MO 64111 Corporation, and J.D. Edwards & Company
- --------------------------------------------------------------------------------------------------------------
Donald H. Pratt (62) Director, Chairman and Director, Butler Manufacturing
4500 Main Street Vice Chairman Company
Kansas City, MO 64111 of the Board Director, Atlas-Copco North America, Inc.
- --------------------------------------------------------------------------------------------------------------
M. Jeannine Strandjord (54) Director Senior Vice President, Long Distance Finance,
4500 Main Street Sprint Corporation
Kansas City, MO 64111 Director, DST Systems, Inc.
- --------------------------------------------------------------------------------------------------------------
<OL>
<LI><I><FONT size="2">Father of James E. Stowers III</FONT></I></LI>
<LI><I><FONT size="2">Son of James E. Stowers, Jr.</FONT></I></LI>
</OL>
<P><FONT SIZE=3><B>Committees</B></FONT></P>
<P><FONT SIZE=3>The Board has four standing committees to oversee specific functions
of the funds' operations. Information about these committees appears in the
table below. The director first named acts as chairman of the committee.</FONT></P>
Committee Members Function of Committee
- ----------------------------------------------------------------------------------------------------------
Executive James E. Stowers, Jr. The Executive Committee performs the functions of the
James E. Stowers III Board of Directors between Board meetings, subject to
Donald H. Pratt 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 Thomas A. Brown The Compliance Committee reviews the results of the
Donald H. Pratt funds' compliance testing program, reviews quarterly
Andrea C. Hall, Ph.D. reports from the advisor to the Board regarding various
compliance matters and monitors the implementation of the
funds' Code of Ethics, including any violations.
- ----------------------------------------------------------------------------------------------------------
Audit Jeannine Strandjord The Audit Committee recommends the engagement of the
Robert W. Doering, M.D. funds' independent auditors and oversees its activities.
D.D. (Del) Hock The Committee receives reports from the advisor's Internal
Audit Department, which is accountable to the Committee.
The Committee also receives reporting about compliance
matters affecting the funds.
- ----------------------------------------------------------------------------------------------------------
Nominating Donald H. Pratt The Nominating Committee primarily considers and
D.D. (Del) Hock recommends individuals for nomination as directors. The
Andrea C. Hall, Ph.D. names of potential director candidates are drawn from a
number of sources, including recommendations from members
of the Board, management and shareholders. This committee
also reviews and makes recommendations to the Board with
respect to the composition of Board committees and other
Board-related matters, including its organization, size,
composition, responsibilities, functions and compensation.
- ----------------------------------------------------------------------------------------------------------
<P><FONT SIZE=3><B>Compensation of Directors</B></FONT></P>
<P><FONT SIZE=3>The directors also serve as directors for five American Century
investment companies other than the corporation. 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 attended 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.</FONT></P>
<P><FONT SIZE=3>The following table shows the aggregate compensation paid by the
corporation for the periods indicated and by the six investment companies served
by this Board to each director who is not an interested person as defined in
the Investment Company Act.</FONT></P>
Aggregate Director Compensation for Fiscal Year Ended November 30, 1999
- ---------------------------------------------------------------------------------------------
Total Compensation Total Compensation from the
Name of Director from the Funds(1) American Century Family of Funds(2)
- ---------------------------------------------------------------------------------------------
Thomas A. Brown $3,380 $57,497
Robert W. Doering, M.D. $3,704 $55,750
Andrea C. Hall, Ph.D. $3,738 $56,250
D.D. (Del) Hock $3,720 $56,000
Donald H. Pratt $3,907 $59,590
Lloyd T. Silver, Jr.(3) $3,721 $56,000
M. Jeannine Strandjord $3,851 $58,000
- ---------------------------------------------------------------------------------------------
<OL>
<LI><I><FONT size="2">Includes compensation paid to the directors during the
fiscal year ended November 30, 1999, and also includes amounts deferred at
the election of the directors under the American Century Mutual Funds Deferred
Compensation Plan for Non-Interested Directors. The total amount of deferred
compensation included in the preceding table is as follows: Mr. Brown, $778;
Dr. Hall, $1,609; Mr. Hock, $2,078; Mr. Pratt, $1,106; Mr. Silver, $1,931
and Ms. Strandjord, $3,015.</FONT></I></LI>
<LI><I><FONT size="2">Includes compensation paid by the six investment company
members of the American Century family of funds served by this Board.</FONT></I></LI>
<LI><I><FONT size="2">Mr. Silver retired from the board on March 4, 2000.</FONT></I></LI>
</OL>
<P><FONT SIZE=3>The funds have adopted the Amended and Restated American Century
Mutual Funds Deferred Compensation Plan for Non-Interested Directors. 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>The plan is an unfunded plan and, accordingly, the funds have
no obligation to segregate assets to secure or fund the deferred fees. To date,
the funds have voluntarily funded their obligations. 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.</FONT></P>
<P><FONT SIZE=3>No deferred fees were paid to any director under the plan during
the fiscal year ended November 30, 1999.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YJ"></A>OFFICERS</B></FONT></P>
<P><FONT SIZE=3>Background information about the officers of the funds is provided
in the table below. All persons named as officers of the funds also serve in
similar capacities for the 12 other investment companies advised by ACIM. Not
all officers of the funds are listed; only those officers with policy-making
functions for the funds are listed. No officer is compensated for his or her
service as an officer of the funds. The individuals listed in the following
table 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, ACC, ACC's subsidiaries (including ACIM and ACSC), or the funds'
distributors (FDI and ACIS), as specified in the following table.</FONT></P>
Name (Age) Positions Held With Principal Occupation(s)
Address Funds During Past Five Years
- -----------------------------------------------------------------------------------------------------------
George A. Rio (45) President Executive Vice President and Director of Client
60 State Street Services, FDI (March 1998 to present)
Boston, MA 02109 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)
- -----------------------------------------------------------------------------------------------------------
Christopher J. Kelley (35) Vice President Vice President and Associate General Counsel,
60 State Street FDI (since July 1996)
Boston, MA 02109 Assistant Counsel, Forum Financial Group
(April 1994 to July 1996)
- -----------------------------------------------------------------------------------------------------------
Mary A. Nelson (35) Vice President Vice President and Manager of Treasury Services
60 State Street and Administration, FDI (1994 to present)
Boston, MA 02109
- -----------------------------------------------------------------------------------------------------------
Maryanne Roepke, CPA (44) Vice President Senior Vice President and Treasurer, ACSC
4500 Main Street and Treasurer
Kansas City, MO 64111
- -----------------------------------------------------------------------------------------------------------
David C. Tucker (41) Vice President Senior Vice President, ACIM, ACSC, ACIS and
4500 Main Street three other ACC subsidiaries (June 1998
Kansas City, MO 64111 to present)
General Counsel, ACC and nine ACC subsidiaries
(June 1998 to present)
Consultant to mutual fund industry (May 1997 to
April 1998)
Vice President and General Counsel, Janus
Companies (1990 to 1997)
- -----------------------------------------------------------------------------------------------------------
Paul Carrigan Jr. (50) Secretary Secretary, ACC (February 1998 to present)
4500 Main Street Director of Legal Operations (February 1996
Kansas City, MO 64111 to present)
Board Communications Manager, The Benham Company
(April 1994 to January 1996)
- -----------------------------------------------------------------------------------------------------------
Robert J. Leach (33) Controller Vice President, ACSC (February 2000 to present)
4500 Main Street Controller-Fund Accounting, ACSC
Kansas City, MO 64111
- -----------------------------------------------------------------------------------------------------------
Jon Zindel (32) Tax Officer Vice President of Taxation, ACSC
4500 Main Street (1996 to present)
Kansas City, MO 64111 Vice President, ACIM and 15 other ACC
subsidiaries (April 1999 to present)
Treasurer, American Century Ventures, Inc.
(December 1999 to present)
Tax Manager, Price Waterhouse LLP (1989 to 1996)
- -----------------------------------------------------------------------------------------------------------
<P><FONT SIZE=3><B><A NAME="YK"></A>CODE OF ETHICS</B></FONT></P>
<P><FONT SIZE=3>The funds, their investment advisor and principal underwriters
have adopted codes of ethics under Rule 17j-1 of the Investment Company Act
and these codes of ethics permit "Access Persons" (personnel who have access
to portfolio transaction information) to invest in securities, including securities
that may be purchased or held by the funds, provided that they first obtain
approval from the appropriate compliance department before making such investments.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YL"></A>THE FUNDS' PRINCIPAL SHAREHOLDERS</B></FONT></P>
<P><FONT SIZE=3>As of March 3, 2000, the following companies were the record owners
of more than 5% of the outstanding shares of any class of a fund:</FONT></P>
Percentage of
Fund Shareholder Shares Outstanding
- ------------------------------------------------------------------------------------------------------------------
Global Growth
Advisor Donaldson Lufkin Jenrette Securities Corporation, Inc. 70.8%
Jersey City, NJ
- ------------------------------------------------------------------------------------------------------------------
International Growth
Investor Charles Schwab & Co., Inc. 9.1%
San Francisco, CA
Morgan Guaranty Trust of NY 9.5%
Newark DE
- ------------------------------------------------------------------------------------------------------------------
Advisor Nationwide 401K Public Nationwide Insurance Co. 16.3%
Columbus, OH
American Chamber of Commerce Executives 8.9%
Amended & Restated MPP Plan & Trust
Springfield, MO
- ------------------------------------------------------------------------------------------------------------------
Institutional Dingle & Co. 9.7%
Detroit, MI
Charles Schwab & Co., Inc. 8.6%
San Francisco, CA
Chase Manhattan Bank, Trustee 18.6%
Robert Bosch Corporation New Star Plan & Trust
New York, NY
Morgan Guaranty Trust Company, Trustee 14.7%
Deferred Profit Sharing Plan of Morgan Guaranty
Trust Co. of NY Affiliated Companies for US Employees
New York, NY
American Century Profit Sharing & 401K 6.5%
Savings Plan & Trust
Kansas City, MO
U M B BANK NA, Trustee 5.6%
Navistar International Transportation Corp 401K
Retirement Savings Plan & Trust
Kansas City, MO
- ------------------------------------------------------------------------------------------------------------------
International Discovery
Investor Charles Schwab & Co., Inc. 18.6%
San Francisco, CA
- ------------------------------------------------------------------------------------------------------------------
Advisor Jato & Co. 7.6%
Minneapolis, MN
Luther & Co. 66.5%
Farmington Hills, MI
IFTC, Custodian, 6.5%
Lizardtech, Inc.
Kansas City, MO
Arrowhead Trust, Inc. 19.4%
San Bernardino, CA
- ------------------------------------------------------------------------------------------------------------------
Institutional Morgan Guaranty Trust Company, Trustee 12.2%
Deferred PS Plan of Morgan Guaranty Trust Co.
of NY & Affiliated Companies for US Employees
New York, NY
Pell Rudman Trust Company NA 14.2%
Boston, MA
US Bank NA Trustee 6.4%
Ceridian Corporation Master Trust
St. Paul, MN
Charles Schwab & Co., Inc. 30.2%
San Francisco, CA
American Century Profit Sharing & 401K 7.9%
Savings Plan & Trust
Kansas City, MO
Mitra & Co. 6.7%
Milwaukee, WI
Goodness Ltd. 6.0%
Nassau, The Bahamas
- ------------------------------------------------------------------------------------------------------------------
Emerging Markets
Investor Charles Schwab & Co., Inc. 7.1%
San Francisco, CA
- ------------------------------------------------------------------------------------------------------------------
Advisor Pershing Kay & Herbert Mills, Trustee 8.9%
FBO Professional Serv Defined Benefit Pension Plan
Palo Alto, CA
Donaldson Lufkin Jenrette Securities Corporation, Inc. 48.5%
Jersey City, NJ
Suntrust Bank Central Florida NA, Trustee 10.4%
Conitex Sonoco Inc. Subsidiaries 401K Plan
Englewood, CO
AG Edwards & Sons Inc FBO Michael Chaney TTE 15.2%
Michael Chaney Interv
St Louis, MO
- ------------------------------------------------------------------------------------------------------------------
Institutional Charles Schwab & Co., Inc. 9.8%
San Francisco, CA
American Century Profit Sharing & 401K 13.0%
Savings Plan & Trust
Kansas City, MO
Henry R. Fett, Trustee 45.8%
1999 Irrevocable US Annuity & Gift Trust
Clayton, MO
Goodness Ltd. 10.0%
Nassau, The Bahamas
American Century Services Corporation 13.4%
Stock Option Surrender PlanTrust
Kansas City, MO
- ------------------------------------------------------------------------------------------------------------------
<P><FONT SIZE=3>The funds are unaware of any other shareholders, beneficial or
of record, who own more than 5% of any class of a fund's outstanding shares.
As of March 3, 2000, the officers and directors of the funds, as a group, owned
less than 1% of any class of a fund's outstanding shares.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YM"></A>SERVICE PROVIDERS</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>ACIM and 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
voting stock.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YN"></A>INVESTMENT ADVISOR</B></FONT></P>
<P><FONT SIZE=3>American Century Investment Management, Inc. (ACIM) serves as
the investment advisor for each of the funds. A description of the responsibilities
of the advisor appears in the Prospectus under the heading <I>Management.</I></FONT></P>
<P><FONT SIZE=3>For the services provided to the fund, the advisor receives a
monthly fee based on a percentage of the average net assets of the fund. The
funds have a stepped fee structure, as follows:</FONT></P>
Fund Class Percent of Average Net Assets
- -------------------------------------------------------------------------------------
Global Growth Investor 1.30% of first $1 billion
1.15% of the next $1 billion
1.05% over $2 billion
------------------------------------------------------
Institutional 1.10% of first $1 billion
0.95% of the next $1 billion
0.85% over $2 billion
------------------------------------------------------
Advisor 1.05% of first $1 billion
0.90% of the next $1 billion
0.80% over $2 billion
- -------------------------------------------------------------------------------------
International Growth Investor 1.50% of first $1 billion
1.20% of the next $1 billion
1.10% over $2 billion
------------------------------------------------------
Institutional 1.30% of first $1 billion
1.00% of the next $1 billion
0.90% over $2 billion
------------------------------------------------------
Advisor 1.25% of first $1 billion
0.95% of the next $1 billion
0.85% over $2 billion
- -------------------------------------------------------------------------------------
International Discovery Investor 1.75% of first $500 million
1.40% of the next $500 million
1.20% over $1 billion
------------------------------------------------------
Institutional 1.55% of first $500 million
1.20% of the next $500 million
1.00% over $1 billion
------------------------------------------------------
Advisor 1.50% of first $500 million
1.15% of the next $500 million
0.75% over $1 billion
- -------------------------------------------------------------------------------------
Emerging Markets Investor 2.00% of first $500 million
1.50% of the next $500 million
1.25% over $1 billion
------------------------------------------------------
Institutional 1.80% of first $500 million
1.30% of the next $500 million
1.05% over $1 billion
------------------------------------------------------
Advisor 1.55% of first $500 million
1.25% of the next $500 million
1.00% over $1 billion
- -------------------------------------------------------------------------------------
<P><FONT SIZE=3>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. This number is then multiplied 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).</FONT></P>
<P><FONT SIZE=3>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</FONT></P>
<P><FONT SIZE=3>(1) the funds' Board of Directors, or by the vote of a majority
of outstanding votes (as defined in the Investment Company Act) and</FONT></P>
<P><FONT SIZE=3>(2) 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>The management agreement states that the advisor shall not be
liable to the funds or their shareholders for anything other than willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations and duties.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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
funds. In addition, purchases or sales of the same security may be made for
two or more clients or funds on the same date. Such transactions will be allocated
among clients 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.</FONT></P>
<P><FONT SIZE=3>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 corporation's
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.</FONT></P>
<P><FONT SIZE=3>Unified management fees incurred by each fund by class for the
fiscal periods ended November 30, 1999, 1998 and 1997, are indicated in the
following table.</FONT></P>
Unified Management Fees
- -------------------------------------------------------------------------------------
Fund 1999 1998 1997
- -------------------------------------------------------------------------------------
Global Growth(1)
Investor $1,644,937 N/A N/A
Advisor $483 N/A N/A
- -------------------------------------------------------------------------------------
International Growth
Investor $36,878,929 $29,196,029 $22,611,083
Advisor $364,444 $155,228 $73,143
Institutional $444,815 $251,829 $5,752
- -------------------------------------------------------------------------------------
International Discovery
Investor $14,437,198 $12,121,551 $9,602,636
Advisor $285 $85 N/A
Institutional $1,531,868 $648,372 N/A
- -------------------------------------------------------------------------------------
Emerging Markets
Investor $876,060 $387,349 $33,065
Advisor $838 N/A N/A
Institutional $192,678 N/A N/A
- -------------------------------------------------------------------------------------
<OL>
<LI><I><FONT size="2">Commenced operations December 1, 1998.</FONT></I></LI>
</OL>
<P><FONT SIZE=3><B><A NAME="YO"></A>TRANSFER AGENT AND ADMINISTRATOR</B></FONT></P>
<P><FONT SIZE=3>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 the advisor. The advisor
pays ACSC for these services.</FONT></P>
<P><FONT SIZE=3>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 advisor.</FONT></P>
<P><FONT SIZE=3>Pursuant to a Sub-Administration Agreement with the advisor, Funds
Distributor, Inc. (FDI) serves as the co-administrator for the funds. FDI is
responsible for (i) providing certain officers of the funds and (ii) reviewing
and filing marketing and sales literature on behalf of the funds. The fees and
expenses of FDI are paid by the advisor out of its unified fee.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YP"></A>DISTRIBUTORS</B></FONT></P>
<P><FONT SIZE=3>The funds' shares are distributed by FDI and ACIS, both registered
broker-dealers. FDI is a wholly owned indirect subsidiary of Boston Institutional
Group, Inc., and its principal business address is 60 State Street, Suite 1300,
Boston, Massachusetts 02109. ACIS is a wholly owned subsidiary of ACC, and is
located at 4500 Main Street, Kansas City, Missouri 64111.</FONT></P>
<P><FONT SIZE=3>The distributors are the principal underwriter of the funds' shares.
The distributors make a continuous, best efforts underwriting of the funds'
shares. This means the distributors have no liability for unsold shares.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YQ"></A>OTHER SERVICE PROVIDERS</B></FONT></P>
<P><B><A NAME="YR"></A>CUSTODIAN BANKS</B></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YS"></A>INDEPENDENT AUDITOR</B></FONT></P>
<P><FONT SIZE=3>Deloitte & Touche LLP is the independent auditor of the funds.
The address of Deloitte & Touche LLP is 1010 Grand Boulevard, Kansas City,
Missouri 64106. As the independent auditor of the funds, Deloitte & Touche
LLP provides services including:</FONT></P>
<P><FONT SIZE=3>(1) audit of the annual financial statements for each fund,</FONT></P>
<P><FONT SIZE=3>(2) assistance and consultation in connection with SEC filings
and</FONT></P>
<P><FONT SIZE=3>(3) review of the annual federal income tax return filed for each
fund.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YT"></A>BROKERAGE ALLOCATION</B></FONT></P>
<P><FONT SIZE=3>Under the management agreement between the funds and the advisor,
the advisor has the responsibility of selecting brokers and dealers 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 advisor may take into consideration the factors discussed below
when selecting brokers.</FONT></P>
<P><FONT SIZE=3>The advisor receives statistical and other information and services,
including research, without cost from brokers and dealers. The advisor 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 advisor
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 advisor. The advisor does not utilize brokers that provide such information
and services for the purpose of reducing the expense of providing required services
to the funds.</FONT></P>
<P><FONT SIZE=3>In the years ended November 30, 1999, 1998 and 1997, the brokerage
commissions of each fund were:</FONT></P>
Fund 1999 1998 1997
- ----------------------------------------------------------------------------------------
Global Growth(1) $557,921 N/A N/A
International Growth $11,652,482 $15,309,281 $10,870,947
International Discovery $5,484,404 $6,874,602 $5,153,755
Emerging Markets $814,884 $384,373 $57,986
- ----------------------------------------------------------------------------------------
<OL>
<LI><I><FONT size="2">Commenced operations December 1, 1998.</FONT></I></LI>
</OL>
<P><FONT SIZE=3>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 advisor in servicing all of its accounts, and
not all such services may be used by the advisor in managing the portfolios
of the funds.</FONT></P>
<P><FONT SIZE=3>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 advisor 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.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YU"></A>INFORMATION ABOUT FUND SHARES</B></FONT></P>
<P><FONT SIZE=3>Each of the four funds named on the front of this Statement of
Additional Information is a series of shares issued by the corporation, and
shares of each fund have equal voting rights. In addition, each series (or fund)
may be divided into separate classes. See <I>Multiple Class Structure</I> which
follows. Additional funds and classes may be added without a shareholder vote.</FONT></P>
<P><FONT SIZE=3>Each fund votes separately on matters affecting that fund exclusively.
Voting rights are not cumulative, so that investors holding more than 50% of
the corporation's (i.e., all funds') outstanding shares may be able to elect
a Board of Directors. The corporation undertakes 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 the corporation's 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>In the event of complete liquidation or dissolution of the funds,
shareholders of each series or class of shares will be entitled to receive,
pro rata, all of the assets less the liabilities of that series or class.</FONT></P>
<P><FONT SIZE=3>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.
</FONT></P>
<P><FONT SIZE=3><B><A NAME="YV"></A>MULTIPLE CLASS STRUCTURE</B></FONT></P>
<P><FONT SIZE=3>The corporation's 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.</FONT></P>
<P><FONT SIZE=3>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 advisor as Investor Class shareholders.
As a result, the advisor is able to charge these classes a lower total management
fee. In addition to the management fee, however, the Advisor Class shares are
subject to a Master Distribution and Shareholder Services Plan (described beginning
on this page). The plan has 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.</FONT></P>
<P><FONT SIZE=3><B>Rule 12b-1</B></FONT></P>
<P><FONT SIZE=3>Rule 12b-1 permits an investment company to pay expenses associated
with the distribution of its shares in accordance with a plan adopted by the
investment company's Board of Directors and approved by its shareholders. Pursuant
to such rule, the Board of Directors and initial shareholder of the funds' Advisor
Class have approved and entered into a Master Distribution and Shareholder Services
Plan, with respect to the Advisor Class (the Plan). The Plan is described below.</FONT></P>
<P><FONT SIZE=3>In adopting the Plan, 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 Plan would benefit the funds
and the shareholders of the affected class. Pursuant to Rule 12b-1, information
with respect to revenues and expenses under the Plan is presented to the Board
of Directors quarterly for its consideration in connection with its deliberations
as to the continuance of the Plan. Continuance of the Plan must be approved
by the Board of Directors (including a majority of the independent directors)
annually. The Plan may be amended by a vote of the Board of Directors (including
a majority of the independent directors), except that the Plan 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 Plan terminates 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.</FONT></P>
<P><FONT SIZE=3>All fees paid under the Plan will be made in accordance with Section
26 of the Rules of Fair Practice of the National Association of Securities Dealers
(NASD).</FONT></P>
<P><FONT SIZE=3><B>Master Distribution and Shareholder Services Plan</B></FONT></P>
<P><FONT SIZE=3>As described in the Prospectus, the funds' Advisor Class shares
are made available to participants in employer-sponsored retirement or savings
plans and to persons purchasing through financial intermediaries, such as banks,
broker-dealers and insurance companies. The funds' 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>To enable the funds' shares to be made available through such
plans and financial intermediaries, and to compensate them for such services,
the funds' advisor 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. Pursuant to the Plan, the
Advisor Class shares pay a fee of 0.50% annually of the aggregate average daily
net assets of the funds' Advisor Class shares, 0.25% of which is paid for Shareholder
Services (as described above) and 0.25% of which is paid for distribution services.
During the fiscal year ended November 30, 1999, the aggregate amount of fees
paid under the Plan were:</FONT></P>
Global Growth $230
International Discovery $179,544
International Growth $110
Emerging Markets $240
<P><FONT SIZE=3>Payments may be made for a variety of shareholder services, including,
but are not limited to</FONT></P>
<P><FONT SIZE=3>(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 funds' distributor</FONT></P>
<P><FONT SIZE=3>(b) providing shareholders with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions</FONT></P>
<P><FONT SIZE=3>(c) processing dividend payments from a fund on behalf of shareholders
and assisting shareholders in changing dividend options, account designations
and addresses</FONT></P>
<P><FONT SIZE=3>(d) providing and maintaining elective services such as check
writing and wire transfer services</FONT></P>
<P><FONT SIZE=3>(e) acting as shareholder of record and nominee for beneficial
owners</FONT></P>
<P><FONT SIZE=3>(f) maintaining account records for shareholders and/or other
beneficial owners</FONT></P>
<P><FONT SIZE=3>(g) issuing confirmations of transactions</FONT></P>
<P><FONT SIZE=3>(h) providing subaccounting with respect to shares beneficially
owned by customers of third parties or providing the information to a fund as
necessary for such subaccounting</FONT></P>
<P><FONT SIZE=3>(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; and</FONT></P>
<P><FONT SIZE=3>(j) providing other similar administrative and sub-transfer agency
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.</FONT></P>
<P><FONT SIZE=3>Shareholder services do not include those activities and expenses
that are primarily intended to result in the sale of additional shares of the
funds. During the fiscal year ended November 30, 1999, the amount of fees paid
under the Plan for shareholder services were:</FONT></P>
Global Growth $115
International Discovery $89,772
International Growth $55
Emerging Markets $120
<P><FONT SIZE=3>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</FONT></P>
<P><FONT SIZE=3>(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;</FONT></P>
<P><FONT SIZE=3>(b) compensation to registered representatives or other employees
of Distributor who engage in or support distribution of the funds' Advisor Class
shares</FONT></P>
<P><FONT SIZE=3>(c) compensation to, and expenses (including overhead and telephone
expenses) of, Distributor</FONT></P>
<P><FONT SIZE=3>(d) the printing of prospectuses, statements of additional information
and reports for other than existing shareholders</FONT></P>
<P><FONT SIZE=3>(e) the preparation, printing and distribution of sales literature
and advertising materials provided to the funds' shareholders and prospective
shareholders</FONT></P>
<P><FONT SIZE=3>(f) receiving and answering correspondence from prospective shareholders,
including distributing prospectuses, statements of additional information, and
shareholder reports</FONT></P>
<P><FONT SIZE=3>(g) the providing of facilities to answer questions from prospective
investors about fund shares</FONT></P>
<P><FONT SIZE=3>(h) complying with federal and state securities laws pertaining
to the sale of fund shares</FONT></P>
<P><FONT SIZE=3>(i) assisting investors in completing application forms and selecting
dividend and other account options</FONT></P>
<P><FONT SIZE=3>(j) the providing of other reasonable assistance in connection
with the distribution of fund shares</FONT></P>
<P><FONT SIZE=3>(k) the organizing and conducting of sales seminars and payments
in the form of transactional and compensation or promotional incentives</FONT></P>
<P><FONT SIZE=3>(l) profit on the foregoing</FONT></P>
<P><FONT SIZE=3>(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</FONT></P>
<P><FONT SIZE=3>(n) such other distribution and services activities as the advisor
determines may be paid for by the funds pursuant to the terms of the agreement
between the corporation and the fund's distributor and in accordance with Rule
12b-1 of the Investment Company Act.</FONT></P>
<P><FONT SIZE=3>During the fiscal year ended November 30, 1999, the amount of
fees paid under the Plan for distribution services were:</FONT></P>
Global Growth $115
International Discovery $89,772
International Growth $55
Emerging Markets $120
<P><FONT SIZE=3><B><A NAME="YW"></A>BUYING AND SELLING FUND SHARES</B></FONT></P>
<P><FONT SIZE=3>Information about buying, selling and exchanging fund shares is
contained in the funds' Prospectus and in Your Guide to American Century Services.
The Prospectus and guide are available to investors without charge and may be
obtained by calling us.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YX"></A>VALUATION OF A FUND'S SECURITIES</B></FONT></P>
<P><FONT SIZE=3>Each fund's net asset value (NAV) is calculated as of the close
of business of the New York Stock Exchange (the Exchange), each day the Exchange
is open for business. The Exchange usually closes at 4 p.m. Eastern time. The
Exchange typically observes the following holidays: 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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>Securities maturing within 60 days of the valuation date may be
valued at cost, plus or minus any amortized discount or premium, unless the
directors 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.</FONT></P>
<P><FONT SIZE=3>The value of an exchange-traded foreign security is determined
in its national currency as of the close of trading on the foreign exchange
on which it is traded or as of the close of business on the New York Stock Exchange,
it that is earlier. That value is then translated to dollars at the prevailing
foreign exchange rate.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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 and on some electronic trading networks 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.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YY"></A>TAXES</B></FONT></P>
<P><FONT SIZE=3><B><A NAME="YZ"></A>FEDERAL INCOME TAXES</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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. Any domestic (U.S.) dividends from net income may qualify
for the 70% dividends received deduction for corporations to the extent that
the fund held shares receiving the dividend for more than 45 days. Distributions
from gains on assets held greater than 12 months 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 to you with respect to such shares.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>If more than 50% of the value of a fund's total assets at the
end 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 you 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 that is ineligible as a result of the fund
not meeting the holding period requirement will be deducted in computing net
investment income.</FONT></P>
<P><FONT SIZE=3>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 also may 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
them to shareholders. Any distribution attributable to a PFIC is characterized
as ordinary income.</FONT></P>
<P><FONT SIZE=3>If you have not complied with certain provisions of the Internal
Revenue Code and Regulations, either American Century 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)
to the IRS. 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.</FONT></P>
<P><FONT SIZE=3>Redemption of shares of a fund (including redemption made in an
exchange transaction) will be a taxable transaction for federal income tax purposes
and you will generally recognize gain or loss in an amount equal to the difference
between the basis of the shares and the amount received. 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.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YAA"></A>STATE AND LOCAL TAXES</B></FONT></P>
<P><FONT SIZE=3>Distributions also may be subject to state and local taxes, even
if all or a substantial part of such distributions are derived from interest
on U.S. government obligations which, if you received them directly, would be
exempt from state income tax. However, most but not all states allow this tax
exemption to pass through to fund shareholders when a fund pays distributions
to its shareholders. You should consult your tax advisor about the tax status
of such distributions in your own state.</FONT></P>
<P><FONT size="4"><B><A NAME="YBB"></A>HOW FUND PERFORMANCE INFORMATION IS CALCULATED</B></FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
<P><FONT SIZE=3>The tables on pages 34 and 35 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, 1999, the last day
of the funds' fiscal year.</FONT></P>
<P><FONT SIZE=3>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.</FONT></P>
Average Annual Total Returns -- Investor Class
- ------------------------------------------------------------------------------------------------
Fund 1 year 5 years 10 years From Inception Inception Date
- ------------------------------------------------------------------------------------------------
Global Growth 66.60% N/A N/A 66.60% 12/01/1998
International Growth 43.22% 19.47% N/A 17.19% 05/09/1991
International Discovery 65.12% 25.91% N/A 24.22% 04/01/1994
Emerging Markets 61.03% N/A N/A 5.54% 09/30/1997
- ------------------------------------------------------------------------------------------------
Average Annual Total Returns -- Institutional Class
- ------------------------------------------------------------------------------------------------
Fund 1 year 5 years 10 years From Inception Inception Date
- ------------------------------------------------------------------------------------------------
International Growth 43.40% N/A N/A 28.88% 11/20/1997
International Discovery 65.37% N/A N/A 38.79% 02/02/1998
- ------------------------------------------------------------------------------------------------
Average Annual Total Returns -- Advisor Class
- ------------------------------------------------------------------------------------------------
Fund 1 year 5 years 10 years From Inception Inception Date
- ------------------------------------------------------------------------------------------------
International Growth 42.86% N/A N/A 25.24% 10/02/1996
International Discovery 64.82% N/A N/A 29.26% 04/28/1998
- ------------------------------------------------------------------------------------------------
<P><FONT SIZE=3><B><A NAME="YCC"></A>PERFORMANCE COMPARISONS</B></FONT></P>
<P><FONT SIZE=3>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, 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 indices 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.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YDD"></A>PERMISSABLE ADVERTISING INFORMATION</B></FONT></P>
<P><FONT SIZE=3>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:</FONT></P>
<P><FONT SIZE=3>(1) discussions of general economic or financial principles (such
as the effects of compounding and the benefits of dollar-cost averaging)</FONT></P>
<P><FONT SIZE=3>(2) discussions of general economic trends</FONT></P>
<P><FONT SIZE=3>(3) presentations of statistical data to supplement such discussions</FONT></P>
<P><FONT SIZE=3>(4) descriptions of past or anticipated portfolio holdings for
one or more of the funds</FONT></P>
<P><FONT SIZE=3>(5) descriptions of investment strategies for one or more of the
funds</FONT></P>
<P><FONT SIZE=3>(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</FONT></P>
<P><FONT SIZE=3>(7) comparisons of investment products (including the funds) with
relevant market or industry indices or other appropriate benchmarks</FONT></P>
<P><FONT SIZE=3>(8) discussions of fund rankings or ratings by recognized rating
organizations; and</FONT></P>
<P><FONT SIZE=3>(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.</FONT></P>
<P><FONT SIZE=3><B><A NAME="YEE"></A>MULTIPLE CLASS PERFORMANCE ADVERTISING</B></FONT></P>
<P><FONT SIZE=3>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 managers
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.</FONT></P>
<P><FONT SIZE=4><B><A NAME="YFF"></A>FINANCIAL STATEMENTS</B></FONT></P>
<P><FONT SIZE=3>The financial statements of the funds are included in the Annual
Report to shareholders for the fiscal year ended November 30, 1999. The Annual
Report is incorporated herein by reference. You may receive copies of the report
without charge upon request to American Century at the address and telephone
number shown on the back cover of this Statement of Additional Information.</FONT></P>
<P><FONT size="4"><B><A NAME="YGG"></A>EXPLANATION OF FIXED-INCOME SECURITIES RATINGS</B></FONT></P>
<P><FONT SIZE=3>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 as noted in the Prospectus. The following
is a summary of the rating categories referenced in the Prospectus.</FONT></P>
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.
- --------------------------------------------------------------------------------
<P><FONT SIZE=3>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.</FONT></P>
Commercial Paper Ratings
- --------------------------------------------------------------------------------
S&P Moody's Description
- --------------------------------------------------------------------------------
A-1 Prime-1 This indicates that the degree of safety regarding
(P-1) timely payment is strong. Standard & 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
(P-2) satisfactory, but the relative degree 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
(P-3) that carry this rating are somewhat 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.
- --------------------------------------------------------------------------------
<P><FONT SIZE=3><B>More information about the funds is contained in these documents</B></FONT></P>
<P><FONT size="3"><B>Annual and Semiannual Reports</B></FONT></P>
<P>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 fiscal period. The annual and semiannual
reports are incorporated by reference into this SAI. This means that these are
legally part of this SAI.</P>
<P>You can receive a free copy of the annual and semiannual reports, and ask
questions about the funds and your accounts, by contacting American Century at
the address or telephone numbers listed below.</P>
<P>If you own or are considering purchasing fund shares through</P>
<UL>
<LI>an employer-sponsored retirement plan</LI>
<LI>a bank</LI>
<LI>a broker-dealer</LI>
<LI>an insurance company</LI>
<LI>another financial intermediary</LI>
</UL>
<P>you can receive the annual and semiannual reports directly from them.</P>
<P>You also can get information about the funds from the Security and Exchange
Commission (SEC). The SEC charges a duplicating fee to provide copies of this
information.</P>
<TABLE cellspacing=0 border=0 width=600>
<TR>
<TD valign="TOP">
<P><FONT size="3"><I>In person </I></FONT>
</TD>
<TD valign="TOP">
<P><FONT size=2><FONT size="3">SEC Public Reference Room<BR>
</FONT><FONT size="3">Washington, D.C.<BR>
</FONT><FONT size="3">Call 1-202-942-8090 for location and hours.<BR>
<BR>
</FONT></FONT></P>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=3><I>On the Internet </I> </FONT>
</TD>
<TD valign="TOP">
<UL>
<LI><FONT size="3">EDGAR database at www.sec.gov </FONT></LI>
<LI><FONT size="3">By email request at [email protected]<BR>
</FONT></LI>
</UL>
</TD>
</TR>
<TR>
<TD valign="TOP">
<P><FONT size=3><I>By mail </I> </FONT>
</TD>
<TD valign="TOP">
<P><FONT size=3>SEC Public Reference Section <BR>
Washington, D.C. 20549-0102 </FONT>
</TD>
</TR>
</TABLE>
<P><FONT size="3"><BR>
<FONT size="2">Investment Company Act File No. 811-6247</FONT></FONT></P>
<HR width="100%" size="2" noshade>
<P><FONT SIZE=3>[AMERICAN CENTURY LOGO]</FONT></P>
<P><FONT SIZE=3><B>American Century Investments<BR>
</B>P.O. Box 419200<BR>
Kansas City, Missouri 64141-6200</FONT></P>
<P><FONT SIZE=3><B>Investor Relations <BR>
</B>1-800-345-2021 or 816-531-5575</FONT></P>
<P><FONT SIZE=3><B>Automated Information Line <BR>
</B>1-800-345-8765</FONT></P>
<P><FONT SIZE=3><B>www.americancentury.com</B></FONT></P>
<P><FONT SIZE=3><B>Fax <BR>
</B>816-340-7962</FONT></P>
<P><FONT SIZE=3><B>Telecommunications Device for the Deaf <BR>
</B>1-800-634-4113 or 816-444-3485</FONT></P>
<P><FONT SIZE=3><B>Business; Not-For-Profit and <BR>
Employer-Sponsored Retirement Plans<BR>
</B>1-800-345-3533</FONT></P>
<P><FONT size="2">SH-SAI-19615 0004</FONT></P>
</BODY>
</HTML>
<PAGE>
PART C OTHER INFORMATION
ITEM 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 of the Registrant 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 of the
Registrant 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 of the
Registrant 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 of the
Registrant 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 of the
Registrant on June 13, 1996, File No. 33-9242).
(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 of the
Registrant 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 of the
Registrant 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 of the
Registrant 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).
<PAGE>
(10) Articles Supplementary of American Century World Mutual Funds,
Inc. dated February 16, 1999 (filed electronically as an Exhibit to
Post-Effective Amendment No. 15 to the Registration Statement of the
Registrant on March 31, 1999, 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 of the Registrant 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, appearing 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. 15 to the Registration Statement of the
Registrant on March 31, 1999, 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 Statement 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
<PAGE>
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 an Exhibit to
Post-Effective Amendment No. 28 to the Registration Statement of
American Century California Tax-Free and Municipal Funds, on
December 28, 1998, File No. 2-82734).
(5) Amendment No. 4 to the Distribution Agreement between American
Century World Mutual Funds, Inc. and Funds Distributor, Inc. dated
July 30, 1999 (filed electronically as an Exhibit to Post-Effective
Amendment No. 16 to the Registration Statement of American Century
Capital Portfolios, Inc., on July 29, 1999, File No. 33-64872).
(6) Amendment No. 5 to the Distribution Agreement between American
Century World Mutual Funds, Inc. and Funds Distributor, Inc. (filed
electronically as an Exhibit to Post-Effective Amendment No. 87 to
the Registration Statement of American Century Mutual Funds, Inc.,
on on November 29, 1999, File No. 2-14213).
(7) Distribution Agreement between American Century World Mutual
Funds, Inc., and American Century Investment Services, Inc. dated
March 13, 2000 (filed herewith).
(f) Not applicable.
(g) (1) 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 to
the Registration Statement of American Century Government Income
Trust, File No. 2-99222).
(2) Master Agreement by and between Twentieth Century Services, Inc.
and Commerce Bank, N. A. dated January 22, 1997 (filed
electronically as an Exhibit to Post-Effective Amendment No. 76 to
the Registration Statement of American Century Mutual Funds, Inc.,
File No. 2-14213).
(h) (1) 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 of the
Registrant on March 29, 1996, File No. 33-39242).
(2) Supplemental Agreement dated July 30, 1999, by and between
American Century International Discovery Fund, American Century
Emerging Markets Fund and American Century Global Growth Fund and
The Chase Manhattan Bank (filed electronically as an Exhibit to
Post-Effective Amendment No. 16 to the Registration Statement of the
Registrant on March 10, 2000, File No. 33-39242).
(3) Credit Agreement between American Century Funds and the Chase
Manhattan Bank, as Administrative Agent dated as of December 21,
1999 (filed electronically as an Exhibit to Post-Effective Amendment
No. 29 to the Registration Statement of American Century California
Tax-Free and Municipal Funds, on December 29, 1999, File No.
2-82734).
<PAGE>
(i) Opinion and Consent of Counsel (filed electronically as an Exhibit
to Post-Effective Amendment No. 15 to the Registration Statement of
the Registrant, on March 31, 1999, File No. 33-39242).
(j) (1) Consent of Deloitte & Touche LLP filed herewith.
(j) (2) Power of Attorney dated February 19, 1999 (filed electronically
as an Exhibit to Post-Effective Amendment No. 15 to the Registration
Statement of the Registrant, on March 31, 1999, 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 to the Registration Statement 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 to the Registration Statement 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 to the Registration Statement 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 to the Registration Statement 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).
<PAGE>
(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)
dated February 16, 1999 (filed electronically as an Exhibit to
Post-Effective Amendment No. 83 to the Registration Statement of
American Century Mutual Funds, Inc., File No. 2-14213).
(7) Amendment No. 6 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 July 30, 1999 (filed electronically as an Exhibit to
Post-Effective Amendment No. 16 to the Registration Statement of
American Century Capital Portfolios, Inc., on July 29, 1999, File
No. 33-64872).
(8) Amendment No. 7 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)
(filed electronically as an Exhibit to Post-Effective Amendment No.
87 to the Registration Statement of American Century Mutual Funds,
Inc. on Form N-1A on November 29, 1999, File No. 2-14213).
(9) 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 to
the Registration Statement of American Century Capital Portfolios,
Inc., File No. 33-64872).
(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 to the Registration Statement 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 to
the Registration Statement 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 to
the Registration Statement of American Century Mutual Funds, Inc.,
File No. 2-14213).
<PAGE>
(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 to
the Registration Statement 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 to
the Registration Statement of American Century Capital Portfolios,
Inc. on December 29, 1998, File No. 33-64872).
(7) Amendment No. 6 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 July 30, 1999 (filed
electronically as an Exhibit to Post-Effective Amendment No. 16 to
the Registration Statement of American Century Capital Portfolios,
Inc., on July 29, 1999 File No. 33-64872).
(8) Amendment No. 7 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. (filed electronically as Exhibit to
Post-Effective Amendment No. 87 to the Registration Statement of
American Century Mutual Funds, Inc. on November 29, 1999, File No.
2-14213).
(p) (1) American Century Investments Code of Ethics (filed
electronically as an Exhibit to Post-Effective Amendment No. 16 to
the Registration Statement on March 10, 2000, File No. 33-39242).
(2) Funds Distributor, Inc. Code of Ethics (filed electronically as
an Exhibit to Post-Effective Amendment No. 16 to the Registration
Statement of the Registrant on March 10, 2000, File No. 33-39242).
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.
<PAGE>
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 Underwriters.
I. (a) Funds Distributor, Inc. (FDI) 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
CDC MPT+ Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Global Funds, Inc.
Dresdner RCM Investment Funds, Inc.
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
<PAGE>
The Munder Funds, Inc.
National Investors Cash Management Fund, Inc.
Nomura Pacific Basin Fund, Inc.
Orbitex Group of Funds
The Saratoga Advantage Trust
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.
The Skyline Funds
SoGen Funds, Inc.
SoGen Variable Funds, Inc.
St. Clair Funds, Inc.
TD Waterhouse Trust
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.
FDI is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities Dealers.
FDI is located at 60 State Street, Suite 1300, Boston, Massachusetts 02109. FDI
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 FDI:
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- --------------------------------------------------------------------------------
Marie E. Connolly Director, President and Chief none
Executive Officer
George A. Rio Executive Vice President President, Principal
Executive and
Principal Financial
Officer
Donald R. Roberson Executive Vice President none
William S. Nichols Executive Vice President none
Margaret W. Chambers Senior Vice President, none
General Counsel, Chief
Compliance Officer,
Secretary and Clerk
Joseph F. Tower, III Director, Senior Vice, none
President, Treasurer
and Chief Financial
Officer
<PAGE>
Paula R. David Senior Vice President none
Gary S. MacDonald Senior Vice President none
Judith K. Benson Senior Vice President none
William J. Nutt Chairman and Director none
William J. Stetter Vice President and none
Chief Financial Officer
- ----------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
(c) Not applicable.
II. (a) American Century Investment Services, Inc. (ACIS) 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.
ACIS is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities Dealers.
ACIS is located at 4500 Main Street, Kansas City, Missouri 64111. ACIS is a
wholly-owned subsidiary of American Century Companies, Inc.
(b) The following is a list of the executive officers and partners
of ACIS:
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Registrant
- --------------------------------------------------------------------------------
W. Gordon Snyder President and Director none
James E. Stowers III Chief Executive Officer Director
William M. Lyons Executive Vice President none
and Director
Robert T. Jackson Executive Vice President none
and Chief Financial Officer
Kevin Cuccias Senior Vice President none
<PAGE>
Brian Jeter Senior Vice President none
Mark Killen Senior Vice President none
Tom Kmak Senior Vice President none
David C. Tucker Senior Vice President none
James E. Stowers, Jr. Chairman and Director Director
- ----------
* All addresses are 4500 Main Street, Kansas City, Missouri 64111
(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. 17 to it's 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. 17 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri on the 30th day of March, 2000.
American Century World Mutual Funds, Inc.
(Registrant)
By: /*/George A. Rio
George A. Rio
President and Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 17 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 March 30, 2000
George A. Rio and Principal Financial Officer
*Maryanne Roepke Vice President, Treasurer and March 30, 2000
Maryanne Roepke Principal Financial Officer
*James E. Stowers, Jr. Chairman of the Board and March 30, 2000
James E. Stowers, Jr. Director
*James E. Stowers III Director March 30, 2000
James E. Stowers III
*Thomas A. Brown Director March 30, 2000
Thomas A. Brown
*Robert W. Doering, M.D. Director March 30, 2000
Robert W. Doering, M.D.
*Andrea C. Hall, Ph.D. Director March 30, 2000
Andrea C. Hall, Ph.D.
*Donald H. Pratt Director March 30, 2000
Donald H. Pratt
*M. Jeannine Strandjord Director March 30, 2000
M. Jeannine Strandjord
*D. D. (Del) Hock Director March 30, 2000
D. D. (Del) Hock
*By /s/Charles A. Etherington
Charles A. Etherington
Attorney-in-Fact
<PAGE>
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
<PAGE>
the Registrant, File No. 33-39242, filed March 31, 1997 and
incorporated herein by reference).
EX-99.a9 Articles Supplementary of American Century 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.a10 Articles Supplementary of American Century World Mutual Funds,
Inc. dated February 16, 1999 (filed as a part of Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-39242 on March 31, 1999 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. 15 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-39242 on March 31, 1999 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
<PAGE>
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 World Mutual Funds, Inc. and Funds Distributor, Inc.
dated January 29, 1999 (filed electronically as an Exhibit 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.e5 Amendment No. 4 to Distribution Agreement between American
Century World Mutual Funds, Inc. and Funds Distributor, Inc.
dated July 30, 1999 (filed as a part of Post-Effective Amendment
No. 16 to the Registration Statement on Form N-1A of American
Century Capital Portfolios, Inc., File No. 33-64872, filed on
July 29, 1999, and incorporated herein by reference).
EX-99.e6 Amendment No. 5 to Distribution Agreement between American
Century World Mutual Funds, Inc. and Funds Distributor, (filed as
a part of Post-Effective Amendment No. 87 to the Registration
Statement on Form N-1A of the Registrant, File No. 2-14213, filed
on November 29, 1999, and incorporated herein by reference).
EX-99.e7 Distribution Agreement between American Century World Mutual
Funds, Inc. and American Century Investment Services, Inc., dated
March 13, 2000, filed herewith.
EX-99.g1 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.g2 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.h1 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.h2 Supplemental Agreement dated July 30, 1999, by and between
American Century International Discovery Fund, American Century
Emerging Markets Fund and American Century Global Growth Fund and
The Chase Manhattan Bank (filed as a part of Post-Effective
Amendment No. 16 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-39242, on March 10, 2000, and
incorporated herein by reference.)
<PAGE>
EX-99.h3 Credit Agreement between American Century Funds and The Chase
Manhattan Bank, as Administrative Agent dated as of December 21,
1999 (filed as a part of Post-Effective Amendment No. 29 to the
Registration Statement on Form N-1A of American Century
California Tax-Free and Municipal Funds, File No. 2-82734, filed
on December 29, 1999, and incorporated herein by reference).
EX-99.i Opinion and Consent of Counsel (filed as a part of Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-39242, filed on March 31, 1999, and
incorporated herein by reference).
EX-99.j1 Consent of Deloitte & Touche LLP filed herewith.
EX-99.j2 Power of Attorney dated February 19, 1999 (filed as a part of
Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, filed on March
31, 1999, 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.
<PAGE>
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 on
Form N-1A 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) dated February 16, 1999 (filed as a part of
Post-Effective Amendment No. 83 to the Registration Statement on
Form N-1A of American Century Mutual Funds, Inc., File No.
2-14213, filed February 26, 1999 and incorporated herein by
reference).
EX-99.m7 Amendment No. 6 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 July 30, 1999 (filed as a part of
Post-Effective Amendment No. 16 to the Registration Statement on
Form N-1A of American Century Capital Portfolios, Inc., File No.
33-64872, on July 29, 1999 and incorporated herein by reference).
EX-99.m8 Amendment No. 7 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 19, 1999 (filed as a part of
Post-Effective Amendment No. 87 to the Registration Statement on
Form N-1A of American Century Mutual Funds, Inc., File No.
2-14213, filed on November 29, 1999 and incorporated herein by
reference).
EX-99.m9 Amendment No. 8 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.m10 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
<PAGE>
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
Statement 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 on Form N-1A 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-99.o7 Amendment No. 6 to Multiple Class Plan of American Century
<PAGE>
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated July 30, 1999 (filed as a
part of Post-Effective Amendment No. 16 to the Registration
Statement on Form N-1A of American Century Capital Portfolios,
Inc., File No. 33-64872, on July 29, 1999, and incorporated
herein by reference).
EX-99.o8 Amendment No. 7 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. (filed as a part of
Post-Effective Amendment No. 87 to the Registration Statement on
Form N-1A of American Century Mutual Funds, Inc., File No.
2-14213, filed on November 29, 1999, and incorporated herein by
reference).
EX-99.p1 American Century Investments Code of Ethics (filed as a part of
Post-Effective Amendment No. 16 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, on March 10,
2000, and incorporated herein by reference).
EX-99.p2 Funds Distributor, Inc. Code of Ethics (filed as a part of
Post-Effective Amendment No. 16 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-39242, on March 10,
2000, and incorporated herein by reference).
EX-99.e7
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made and entered into this 13th day of
March, 2000, by and between each of the open-end management investment companies
listed on SCHEDULE A, attached hereto, as of the dates noted on such SCHEDULE A,
together with all other open end management investment companies subsequently
established and made subject to this Agreement in accordance with Section 11
(the "Issuers") and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("Distributor"),
a Delaware corporation.
WHEREAS, the common stock of each of the Issuers is currently divided into
a number of separate series of shares, or funds, each corresponding to a
distinct portfolio of securities, and many of which are also divided into
multiple classes of shares; and
WHEREAS, Distributor is a registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934 and is a member of the National Association of Securities Dealers, Inc.;
and
WHEREAS, American Century Investment Management, Inc. ("ACIM") is the
registered investment adviser to the Issuers; and
WHEREAS, the Boards of Directors of the Funds (the "Board") wish to engage
the Distributor to act as the distributor of the Funds;
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties agree as follows:
Section 1. General Responsibilities
Each Issuer hereby engages Distributor to act as exclusive distributor of the
shares of each class of its separate series, and any other series and classes as
may be designated from time to time hereafter (the "Funds"). The Funds subject
to this Distribution Agreement are identified on SCHEDULE A, as the same may be
amended from time to time. Sales of a Fund's shares shall be made only to
investors residing in those states in which such Fund is registered. After
effectiveness of each Fund's registration statement, Distributor will hold
itself available to receive, as agent for the Funds, and will receive, by mail,
telex, telephone, and/or such other method as may be agreed upon between
Distributor and Issuers, orders for the purchase of Fund shares, and will accept
or reject such orders on behalf of the Funds in accordance with the provisions
of the applicable Fund's prospectus. Distributor will be available to transmit
such
1
<PAGE>
orders as are so accepted to the Fund's transfer agent as promptly as possible
for processing at the shares' net asset value next determined in accordance with
the prospectuses.
a. Offering Price. All shares sold by Distributor under this Agreement shall
be sold at the net asset value per share ("Net Asset Value") determined in
the manner described in each Fund's prospectus, as it may be amended from
time to time, next computed after the order is accepted by Distributor or
its agents or affiliates. Each Fund shall determine and promptly furnish
to Distributor a statement of the Net Asset Value of shares of said Fund's
series at least once on each day on which the Fund is open for business,
as described in its current prospectus.
b. Promotion Support. Each Fund shall furnish to Distributor for use in
connection with the sale of its shares such written information with
respect to said Fund as Distributor may reasonably request. Each Fund
represents and warrants that such information, when authenticated by the
signature of one of its officers, shall be true and correct. Each Fund
shall also furnish to Distributor copies of its reports to its
shareholders and such additional information regarding said Fund's
financial condition as Distributor may reasonably request. Any and all
representations, statements and solicitations respecting a Fund's shares
made in advertisements, sales literature and in any other manner
whatsoever shall be limited to and conform in all respects to the
information provided hereunder.
c. Regulatory Compliance. Each Fund shall furnish to Distributor copies of
its current form of prospectus, as filed with the SEC, in such quantity as
Distributor may reasonably request from time to time, and authorizes
Distributor to use the prospectus in connection with the sale of such
Fund's shares. All such sales shall be initiated by offer of, and
conducted in accordance with, such prospectus and all of the provisions of
the Securities Act of 1933, the Investment Company Act of 1940 ("1940
Act") and all the rules and regulations thereunder. Distributor shall
furnish applicable federal and state regulatory authorities with any
information or reports related to its services under this Agreement which
such authorities may lawfully request in order to ascertain whether the
Funds' operations are being conducted in a manner consistent with any
applicable law or regulations.
d. Acceptance. All orders for the purchase of its shares are subject to
acceptance by each Fund.
Section 2. Compensation
a. Investor Class and Institutional Class Shares. Except for the promises of
the Funds contained in this Agreement and their performance thereof,
Distributor shall not be entitled to compensation for its services
hereunder with respect to the Investor Class or the Institutional Class of
shares.
b. Advisor Class and Service Class Shares. For the services provided and
expenses incurred by Distributor as described in Section 2 and Section 3
of the Master Distribution and
2
<PAGE>
Shareholder Services Plan adopted by the Board with respect to the Advisor
Class of such Funds, and for the services provided and expenses incurred
by Distributor as described in Section 2 of the Shareholder Services Plan
adopted by the Board with respect to the Service Class of such Funds,
Distributor shall be compensated by ACIM, not by the Funds.
Section 3. Expenses
a. Distributor or one of its affiliates or designees shall pay all expenses
incurred by it in connection with the performance of its distribution
duties hereunder and under the Master Distribution and Shareholder
Services Plan, dated as of September 3, 1996, with respect to the Advisor
Class of the Funds' shares, including, but not limited to (A) payment of
sales commission, ongoing commissions and other payments to brokers,
dealers, financial institutions or others who sell Advisor Class shares
pursuant to Selling Agreements; (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 compensation or promotional incentives; (L) profit on the
foregoing; (M) the payment of "service fees", as contemplated by the Rules
of Fair Practice of the National Association of Securities Dealers , Inc.;
and (N) such other distribution and services activities as the Issuers
determine may be paid for by the Issuers pursuant to the terms of this
Agreement and in accordance with Rule 12b-1 of the 1940 Act.
b. Distributor or one of its affiliates or designees shall pay all expenses
incurred by it in connection with the performance of its shareholder and
administrative services duties under the Shareholder Services Plan, dated
as of September 3, 1996, with respect to the Service Class of the Funds'
shares, and under the Master Distribution and Shareholder Services Plan,
dated as of September 3, 1996, with respect to the Advisor Class,
including, but not limited to, (A) receiving, aggregating and processing
purchase, exchange and redemption request from beneficial owners of such
shares (including contract owners of insurance products that utilize the
Funds as underlying investment media) and placing purchase, exchange and
redemption orders with the Funds' transfer agent; (B) providing
shareholders with a service that invests the assets of their accounts in
3
<PAGE>
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 subaccounting 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) with respect to the Service Class of
shares, paying "service fees," as contemplated by the Rules of Fair
Practice of the NASD. Shareholder Services do not include those activities
and expenses that are primarily intended to result in the sale of
additional shares of the Service and Advisor Class of the Funds.
c. In addition to paying the above expenses with respect to the Advisor Class
and the Service Class, Distributor or an affiliate shall pay all expenses
incurred with respect to the Funds' other classes in connection with their
registration under the Securities Act of 1933 and the 1940 Act, the
qualification of such shares for sale in each jurisdiction designated by
ACIM, the issue and transfer of such shares (including the expenses of
confirming purchase and redemption orders and of supplying the
information, prices and other data to be furnished by the Funds under this
Agreement), the registration of Distributor as a broker, and the
registration and qualification of its officers, directors and
representatives under applicable federal and state laws.
Section 4. Independent Contractor
Distributor shall be an independent contractor. Neither Distributor nor any of
its officers, trustees, employees or representatives is or shall be an employee
of a Fund in connection with the performance of Distributor's duties hereunder.
Distributor shall be responsible for its own conduct and the employment,
control, compensation and conduct of its agents and employees, and for any
injury to such agents or employees or to others through its agents and
employees. Any obligations of Distributor hereunder may be performed by one or
more affiliates of Distributor.
Section 5. Affiliation with the Funds
Subject to and in accordance with each Fund's formative documents, Section 10 of
the 1940 Act, it is understood: that the directors, officers, agents and
shareholders of the Funds are or may be interested in Distributor as directors,
officers, or shareholders of Distributor; that directors, officers, agents or
shareholders of Distributor are or may be interested in the Funds as directors,
4
<PAGE>
officers, shareholders (directly or indirectly) or otherwise; and that the
affect of any such interest shall be governed by the 1940 Act and Section 4.
Section 6. Books and Records
It is expressly understood and agreed that all documents, reports, records,
books, files and other materials ("Fund Records") relating to this Agreement and
the services to be performed hereunder shall be the sole property of the Funds
and that such property, to the extent held by Distributor, shall be held by
Distributor as agent during the effective term of this Agreement. All Fund
Records shall be delivered to the applicable Fund upon the termination of this
Agreement, free from any claim or retention of rights by Distributor.
Section 7. Services Not Exclusive
The services of Distributor to the Funds hereunder are not to be deemed
exclusive, and Distributor shall be free to render similar services to others.
Section 8. Renewal and Termination
a. Term and Annual Renewal. The term of this Agreement shall be from the date
of its approval by the vote of a majority of the Board of each Issuer, and
it shall continue in effect from year to year thereafter only so long as
such continuance is specifically approved at least annually by the vote of
a majority of its Board, and the vote of a majority of said directors who
are neither parties to the Agreement nor interested persons of any such
party, cast at a meeting called for the purpose of voting on such
approval. "Approved at least annually" shall mean approval occurring, with
respect to the first continuance of the Agreement, during the 90 days
prior to and including the date of its termination in the absence of such
approval, and with respect to any subsequent continuance, during the 90
days prior to and including the first anniversary of the date upon which
the most recent previous annual continuance of the Agreement became
effective. The effective date of the Agreement with respect to each Fund
is identified in the Schedules attached to this Agreement.
b. Termination. This Agreement may be terminated at any time, without payment
of any penalty, by a Fund's Board, upon 60 days' written notice to
Distributor, and by Distributor upon 60 days' written notice to the Fund.
This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" shall have the meaning set forth for
such term in Section 2(a)(4) of the 1940 Act.
Section 9. Severability
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or similar authority, the remainder of this Agreement
shall not be affected thereby.
5
<PAGE>
Section 10. Applicable Law
This Agreement shall be construed in accordance with the laws of the State of
Missouri.
Section 11. Amendment
This Agreement and the Schedules forming a part hereof may be amended at any
time by a writing signed by each of the parties hereto. In the event that the
Board or trustees of any additional funds indicate by resolution that such funds
are to be made parties to this Agreement, whether such funds were in existence
at the time of the effective date of this Agreement or subsequently formed,
SCHEDULE A hereto shall be amended to reflect the addition of such new funds and
such new funds shall thereafter become parties hereto. In the event that such
new funds issue multiple classes of shares, SCHEDULES B, C, D and E, as
appropriate, shall be amended to reflect the addition of such new funds'
classes. In the event that any of the Funds listed on SCHEDULE A terminates its
registration as a management investment company, or otherwise ceases operations,
SCHEDULE A (and, as appropriate, SCHEDULES B, C, D and E) shall be amended to
reflect the deletion of such Fund and its various classes.
6
<PAGE>
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ William M. Lyons
William M. Lyons
Executive Vice President
AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
AMERICAN CENTURY GOVERNMENT INCOME TRUST
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
AMERICAN CENTURY INVESTMENT TRUST
AMERICAN CENTURY MUNICIPAL TRUST
AMERICAN CENTURY MUTUAL FUNDS, INC.
AMERICAN CENTURY PREMIUM RESERVES, INC.
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
AMERICAN CENTURY STRATEGIC ASSET
ALLOCATIONS, INC.
AMERICAN CENTURY TARGET MATURITIES TRUST
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
BY: /s/ Maryanne Roepke
Maryanne Roepke
Vice President
7
<PAGE>
SCHEDULE A
Companies and Funds Covered by this Distribution Agreement
<TABLE>
Fund Date of Agreement
- ---- -----------------
<S> <C>
AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
>> California Municipal Money Market Fund March 12, 2000
>> California High-Yield Municipal Fund March 12, 2000
>> California Tax-Free Money Market Fund March 12, 2000
>> California Limited Term Tax-Free Fund March 12, 2000
>> California Intermediate-Term Tax-Free Fund March 12, 2000
>> California Long-Term Tax-Free Fund March 12, 2000
>> California Insured Tax-Free Fund March 12, 2000
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund March 12, 2000
>> Real Estate Fund March 12, 2000
>> Value Fund March 12, 2000
>> Small Cap Value Fund March 12, 2000
>> Equity Index Fund March 12, 2000
>> Large Cap Value Fund March 12, 2000
AMERICAN CENTURY GOVERNMENT INCOME TRUST
>> Short-Term Treasury Fund March 12, 2000
>> Intermediate-Term Treasury Fund March 12, 2000
>> Long-Term Treasury Fund March 12, 2000
>> Government Agency Money Market Fund March 12, 2000
>> Short-Term Government Fund March 12, 2000
>> GNMA Fund March 12, 2000
>> Inflation-Adjusted Treasury Fund March 12, 2000
>> Capital Preservation Fund March 12, 2000
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>> International Bond Fund March 12, 2000
AMERICAN CENTURY INVESTMENT TRUST
>> Prime Money Market Fund March 12, 2000
AMERICAN CENTURY MUNICIPAL TRUST
>> Arizona Intermediate-Term Municipal Fund March 12, 2000
>> Florida Municipal Money Market Fund March 12, 2000
>> Florida Intermediate-Term Municipal Fund March 12, 2000
>> Tax-Free Money Market Fund March 12, 2000
>> Intermediate-Term Tax-Free Fund March 12, 2000
>> Long-Term Tax-Free Fund March 12, 2000
>> Limited-Term Tax-Free Fund March 12, 2000
>> High-Yield Municipal Fund March 12, 2000
</TABLE>
page A-1
<PAGE>
<TABLE>
<S> <C>
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund March 12, 2000
>> Growth Fund March 12, 2000
>> Heritage Fund March 12, 2000
>> Intermediate-Term Bond Fund March 12, 2000
>> Limited-Term Bond Fund March 12, 2000
>> Bond Fund March 12, 2000
>> Select Fund March 12, 2000
>> Ultra Fund March 12, 2000
>> Vista Fund March 12, 2000
>> Giftrust Fund March 12, 2000
>> New Opportunities Fund March 12, 2000
>> High-Yield Fund March 12, 2000
>> Tax-Managed Value Fund March 12, 2000
>> Veedot Fund March 12, 2000
>> Veedot Large-Cap Fund March 12, 2000
AMERICAN CENTURY PREMIUM RESERVES, INC.
>> Premium Government Reserve Fund March 12, 2000
>> Premium Capital Reserve Fund March 12, 2000
>> Premium Managed Bond Fund March 12, 2000
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund March 12, 2000
>> Income & Growth Fund March 12, 2000
>> Global Gold Fund March 12, 2000
>> Global Natural Resources Fund March 12, 2000
>> Utilities Fund March 12, 2000
>> Small Cap Quantitative Fund March 12, 2000
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive Fund March 12, 2000
>> Strategic Allocation: Conservative Fund March 12, 2000
>> Strategic Allocation: Moderate Fund March 12, 2000
AMERICAN CENTURY TARGET MATURITIES TRUST
>> Target 2000 Fund March 12, 2000
>> Target 2005 Fund March 12, 2000
>> Target 2010 Fund March 12, 2000
>> Target 2015 Fund March 12, 2000
>> Target 2020 Fund March 12, 2000
>> Target 2025 Fund March 12, 2000
</TABLE>
page A-2
<PAGE>
<TABLE>
<S> <C>
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>> VP Advantage Fund March 12, 2000
>> VP Balanced Fund March 12, 2000
>> VP Capital Appreciation Fund March 12, 2000
>> VP International Fund March 12, 2000
>> VP Income & Growth Fund March 12, 2000
>> VP Value Fund March 12, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund March 12, 2000
>> International Growth Fund March 12, 2000
>> International Discovery Fund March 12, 2000
>> Global Growth Fund March 12, 2000
</TABLE>
page A-3
<PAGE>
SCHEDULE B
Investor Class Funds
<TABLE>
<CAPTION>
Fund Date of Agreement
- ---- -----------------
<S> <C>
AMERICAN CENTURY CALIFORNIA TAX-FREE AND
MUNICIPAL FUNDS
>> California Municipal Money Market Fund March 12, 2000
>> California High-Yield Municipal Fund March 12, 2000
>> California Tax-Free Money Market Fund March 12, 2000
>> California Limited Term Tax-Free Fund March 12, 2000
>> California Intermediate-Term Tax-Free Fund March 12, 2000
>> California Long-Term Tax-Free Fund March 12, 2000
>> California Insured Tax-Free Fund March 12, 2000
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund(1) March 12, 2000
>> Real Estate Fund(1) March 12, 2000
>> Value Fund(1) March 12, 2000
>> Small Cap Value Fund(1) March 12, 2000
>> Equity Index Fund(1) March 12, 2000
>> Large Cap Value Fund(1) March 12, 2000
AMERICAN CENTURY GOVERNMENT INCOME TRUST
>> Short-Term Treasury Fund(1) March 12, 2000
>> Intermediate-Term Treasury Fund(1) March 12, 2000
>> Long-Term Treasury Fund(1) March 12, 2000
>> Government Agency Money Market Fund(1) March 12, 2000
>> Short-Term Government Fund(1) March 12, 2000
>> GNMA Fund(1) March 12, 2000
>> Inflation-Adjusted Treasury Fund(1) March 12, 2000
>> Capital Preservation Fund March 12, 2000
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>> International Bond Fund(1) March 12, 2000
AMERICAN CENTURY INVESTMENT TRUST
>> Prime Money Market Fund(1) March 12, 2000
</TABLE>
- ----------
(1) Multiple Classes of Shares
page B-1
<PAGE>
<TABLE>
<S> <C>
AMERICAN CENTURY MUNICIPAL TRUST
>> Arizona Intermediate-Term Municipal Fund March 12, 2000
>> Florida Municipal Money Market Fund March 12, 2000
>> Florida Intermediate-Term Municipal Fund March 12, 2000
>> Tax-Free Money Market Fund March 12, 2000
>> Intermediate-Term Tax-Free Fund March 12, 2000
>> Long-Term Tax-Free Fund March 12, 2000
>> Limited-Term Tax-Free Fund March 12, 2000
>> High-Yield Municipal Fund March 12, 2000
>> AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund(1) March 12, 2000
>> Growth Fund(1) March 12, 2000
>> Heritage Fund(1) March 12, 2000
>> Intermediate-Term Bond Fund(1) March 12, 2000
>> Limited-Term Bond Fund(1) March 12, 2000
>> Bond Fund(1) March 12, 2000
>> Select Fund(1) March 12, 2000
>> Ultra Fund(1) March 12, 2000
>> Vista Fund(1) March 12, 2000
>> Giftrust March 12, 2000
>> High-Yield Fund March 12, 2000
>> Tax-Managed Value Fund March 12, 2000
>> Veedot Fund March 12, 2000
>> Veedot Large-Cap Fund March 12, 2000
AMERICAN CENTURY PREMIUM RESERVES, INC.
>> Premium Government Reserve Fund March 12, 2000
>> Premium Capital Reserve Fund March 12, 2000
>> Premium Bond Fund March 12, 2000
AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund(1) March 12, 2000
>> Income & Growth Fund(1) March 12, 2000
>> Global Gold Fund(1) March 12, 2000
>> Global Natural Resources Fund(1) March 12, 2000
>> Utilities Fund(1) March 12, 2000
>> Small Cap Quantitative Fund(1) March 12, 2000
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive(1) March 12, 2000
>> Strategic Allocation: Conservative(1) March 12, 2000
>> Strategic Allocation: Moderate(1) March 12, 2000
</TABLE>
page B-2
<PAGE>
<TABLE>
<S> <C>
AMERICAN CENTURY TARGET MATURITIES TRUST
>> Target 2000 Fund(1) March 12, 2000
>> Target 2005 Fund(1) March 12, 2000
>> Target 2010 Fund(1) March 12, 2000
>> Target 2015 Fund(1) March 12, 2000
>> Target 2020 Fund(1) March 12, 2000
>> Target 2025 Fund(1) March 12, 2000
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
>> VP Advantage Fund March 12, 2000
>> VP Balanced Fund March 12, 2000
>> VP Capital Appreciation Fund March 12, 2000
>> VP International Fund March 12, 2000
>> VP Income & Growth Fund March 12, 2000
>> VP Value Fund March 12, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund(1) March 12, 2000
>> International Growth Fund(1) March 12, 2000
>> International Discovery Fund(1) March 12, 2000
>> Global Growth Fund(1) March 12, 2000
</TABLE>
page B-3
<PAGE>
SCHEDULE C
Institutional Class Funds
<TABLE>
<CAPTION>
Fund Date of Agreement
- ---- -----------------
<S> <C>
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund March 12, 2000
>> Real Estate Fund March 12, 2000
>> Value Fund March 12, 2000
>> Small Cap Value Fund March 12, 2000
>> Equity Index Fund March 12, 2000
>> Large Cap Value Fund March 12, 2000
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund March 12, 2000
>> Growth Fund March 12, 2000
>> Heritage Fund March 12, 2000
>> Select Fund March 12, 2000
>> Ultra Fund March 12, 2000
>> Vista Fund March 12, 2000
>> Tax-Managed Value Fund March 12, 2000
>> Veedot Fund March 12, 2000
>> Veedot Large-Cap Fund March 12, 2000
>> AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund March 12, 2000
>> Income & Growth Fund March 12, 2000
>> Small Cap Quantitative Fund March 12, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund March 12, 2000
>> International Growth Fund March 12, 2000
>> International Discovery Fund March 12, 2000
>> Global Growth Fund March 12, 2000
</TABLE>
page C-1
<PAGE>
SCHEDULE D
Service Class Funds
<TABLE>
<CAPTION>
Fund Date of Agreement
- ---- -----------------
<S> <C>
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund March 12, 2000
>> Real Estate Fund March 12, 2000
>> Value Fund March 12, 2000
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund March 12, 2000
>> Growth Fund March 12, 2000
>> Heritage Fund March 12, 2000
>> Intermediate-Term Bond Fund March 12, 2000
>> Limited-Term Bond Fund March 12, 2000
>> Bond Fund March 12, 2000
>> Select Fund March 12, 2000
>> Ultra Fund March 12, 2000
>> Vista Fund March 12, 2000
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive March 12, 2000
>> Strategic Allocation: Conservative March 12, 2000
>> Strategic Allocation: Moderate March 12, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund March 12, 2000
>> International Growth Fund March 12, 2000
>> International Discovery Fund March 12, 2000
</TABLE>
page D-1
<PAGE>
SCHEDULE E
Advisor Class Funds
<TABLE>
<CAPTION>
Fund Date of Agreement
- ---- -----------------
<S> <C>
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
>> Equity Income Fund March 12, 2000
>> Value Fund March 12, 2000
>> Real Estate Fund March 12, 2000
>> Small Cap Value Fund March 12, 2000
>> Large Cap Value Fund March 12, 2000
AMERICAN CENTURY GOVERNMENT INCOME TRUST
>> Short-Term Treasury Fund March 12, 2000
>> Intermediate-Term Treasury Fund March 12, 2000
>> Long-Term Treasury Fund March 12, 2000
>> Government Agency Money Market Fund March 12, 2000
>> Short-Term Government Fund March 12, 2000
>> GNMA Fund March 12, 2000
>> Inflation-Adjusted Treasury Fund March 12, 2000
AMERICAN CENTURY INTERNATIONAL BOND FUNDS
>> International Bond Fund March 12, 2000
AMERICAN CENTURY MUTUAL FUNDS, INC.
>> Balanced Fund March 12, 2000
>> Growth Fund March 12, 2000
>> Heritage Fund March 12, 2000
>> Intermediate-Term Bond Fund March 12, 2000
>> Limited-Term Bond Fund March 12, 2000
>> Bond Fund March 12, 2000
>> Select Fund March 12, 2000
>> Ultra Fund March 12, 2000
>> Vista Fund March 12, 2000
>> High-Yield Fund March 12, 2000
>> Tax-Managed Value Fund March 12, 2000
>> Veedot Fund March 12, 2000
>> Veedot Large-Cap Fund March 12, 2000
>> AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS
>> Equity Growth Fund March 12, 2000
>> Income & Growth Fund March 12, 2000
>> Global Gold Fund March 12, 2000
>> Global Natural Resources Fund March 12, 2000
>> Utilities Fund March 12, 2000
>> Small Cap Quantitative Fund March 12, 2000
</TABLE>
page E-1
<PAGE>
<TABLE>
<S> <C>
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
>> Strategic Allocation: Aggressive March 12, 2000
>> Strategic Allocation: Conservative March 12, 2000
>> Strategic Allocation: Moderate March 12, 2000
AMERICAN CENTURY TARGET MATURITIES TRUST
>> Target 2000 Fund March 12, 2000
>> Target 2005 Fund March 12, 2000
>> Target 2010 Fund March 12, 2000
>> Target 2015 Fund March 12, 2000
>> Target 2020 Fund March 12, 2000
>> Target 2025 Fund March 12, 2000
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
>> Emerging Markets Fund March 12, 2000
>> International Growth Fund March 12, 2000
>> International Discovery Fund March 12, 2000
>> Global Growth Fund March 12, 2000
AMERICAN CENTURY INVESTMENT TRUST
>> Prime Money Market Fund March 12, 2000
</TABLE>
page E-2
Independent Auditors' Consent
We consent to the incorporation by reference in this Post-Effective Amendment
No. 17 to Registration Statement No. 33-39242 of American Century World Mutual
Funds, Inc. on Form N-1A of our report dated January 12, 2000, appearing in the
Annual Report of the four funds comprising American Century World Mutual Funds,
Inc. for the year ended November 30, 1999, and to the reference to us under the
caption "Financial Highlights" in the Prospectuses, which are part of such
Registration Statement.
Kansas City, Missouri
March 27, 2000
