AMERICAN CENTURY INTERNATIONAL BOND FUNDS
485APOS, 1999-01-26
Previous: SANFILIPPO JOHN B & SON INC, SC 13G/A, 1999-01-26
Next: QUANTECH LTD /MN/, 10QSB, 1999-01-26



    As filed with the Securities and Exchange Commission on January 26, 1999

             1933 Act File No. 33-43321; 1940 Act File No. 811-6441
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT 
UNDER THE SECURITIES ACT OF 1933                                    __X__
                                                                     
         Pre-Effective Amendment No.____                            _____

         Post-Effective Amendment No._12_                           __X__

                                     and/or

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


                    AMERICAN CENTURY INTERNATIONAL BOND FUNDS
               ---------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

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


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


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

         Approximate Date of Proposed Public Offering: February 28, 1999

It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b) of Rule 485 
_____ on (date) pursuant to paragraph (b) of Rule 485 
__X__ 60 days after filing pursuant to paragraph (a) of Rule 485 
_____ on (date) pursuant to paragraph (a) of Rule 485 
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on (date) pursuant to paragraph (a)(2) of Rule 485


The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Form 24F-2 Notice for the
fiscal  year  ending   December  31,  1997,  was  filed  on  February 24,  1998.
================================================================================
<PAGE>
[american century logo(reg.sm)]
American
Century

PROSPECTUS

MARCH 29, 1999
- --------------------------------------------------------------------------------

INTERNATIONAL BOND

INVESTOR CLASS

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or determined if this Prospectus is accurate or complete.

Distributed by Funds Distributor, Inc.






Dear Investor,


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

Here's what you'll find

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

Whether  you're a current  investor or  investing  in mutual funds for the first
time, this prospectus will give you a clear  understanding  of the funds. If you
have questions,  our Investor Services Representatives are available weekdays, 7
a.m. to 7 p.m.,  and  Saturdays,  9 a.m. to 2 p.m.,  Central time. Our toll-free
number is 1-800-345-2021.  We look forward to helping you achieve your financial
goals.

                                      Sincerely,


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











TABLE OF CONTENTS

An Overview of the Fund............................................2

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

Information about the Fund.........................................4

Basics of Fixed Income Investing..................................12

Management........................................................15

Investing with American Century...................................18

Share Price and Distributions.....................................21

Taxes.............................................................22

Multiple Class Information........................................22

Financial Highlights..............................................23

At Your Service...................................................22

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

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

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

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








AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

The   fund   seeks   high   total   return   by   investing   in   high-quality,
nondollar-denominated  government  and  corporate  debt  securities  outside the
United States.

WHAT ARE THE FUND'S PRIMARY INVESTMENTS AND RISKS?

The fund invests most of its assets in high-quality  DEBT  SECURITIES  issued by
foreign   corporations   and   governments.   The  advisor  expects  the  fund's
dollar-weighted average maturity to range from two to ten years.

The fund's primary investment risks include

o        interest rate risk
o        currency risk
o        political and economic risk
o        market and trading risk

Additional  important  information  about the funds'  investment  strategies and
risks begins on page 4.

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you

>>  Want to diversify your investments beyond United  States-dollar  denominated
    securities and interest rate exposure

>>  Want to protect your income against a decline in the purchasing power of the
    U.S. dollar relative to foreign currencies

>>  Are comfortable with the funds' other investment risks

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

>>  Looking exclusively for current income

>>  Unable to tolerate the risk of investing in foreign securities

>>  Unable to tolerate rapid fluctuations in the value of your investment

>>  Looking for the added security of FDIC insurance

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

DEBT  SECURITIES  means bonds,  notes and  debentures.  Debt securities also are
sometimes called fixed income securities.

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


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








FEES AND EXPENSES

There are no sales loads or fees or other charges

>> to buy fund shares directly from American Century

>> to reinvest dividends in additional shares

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

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

ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
<TABLE>
                          Management Fee   Distribution and         Other          Total Annual Fund
                                           Service (12b-1) Fees     Expenses       Operating Expenses
- ------------------------- ---------------- ------------------------ -------------- -----------------------
<S>                       <C>              <C>                      <C>            <C>  
International Bond        0.84%            None                     0.03%          0.87%
- ------------------------- ---------------- ------------------------ -------------- -----------------------

EXAMPLE

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

o invest $10,000 in the fund

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

o earn a 5% return each year and

o incur the same operating expenses shown above,

 ... your cost of investing in the fund would be:

                      1 year             3 years             5 years             10 years
- --------------------- ------------------ ------------------- ------------------- -------------------
International Bond    $89                $277                $481                $1069
- --------------------- ------------------ ------------------- ------------------- -------------------
</TABLE>

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

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

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







INFORMATION ABOUT THE FUND

INTERNATIONAL BOND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The   fund   seeks   high   total   return   by   investing   in   high-quality,
nondollar-denominated  government  and  corporate  debt  securities  outside the
United States.

HOW DOES THE FUND IMPLEMENT ITS INVESTMENT OBJECTIVE?

The fund buys HIGH-QUALITY, nondollar-denominated foreign government and foreign
corporate DEBT SECURITIES.

The  subadvisor  selects  the  fund's  investments  by  using a  combination  of
fundamental research and bond and currency valuation models.

o   Economic/Political  Fundamentals.  The  subadvisor  evaluates each country's
    economic  climate and  political  discipline  for  controlling  deficits and
    inflation.

o   Expected  Return.  Using economic  forecasts,  the  subadvisor  projects the
    expected return for each country.

o   Relative Value. By contrasting expected risks and returns for investments in
    each country, the subadvisor selects those countries expected to produce the
    best return at reasonable risk.

Normally,  the fund will only purchase bonds denominated in foreign  currencies.
The fund will not hedge back to the dollar.

The weighted  average  maturity of the fund is expected to be between two and 10
years.

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

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

A HIGH QUALITY DEBT SECURITY is one that has been determined to be among the top
half of  investment  grade.  This can be  established  in a number of ways.  For
example,  independent  rating agencies may rate the security in one of their two
highest  rating  categories.  The  funds'  advisor  also can  analyze an unrated
security to determine if its credit quality is high enough for investment.

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

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

When interest rates change, the fund's share value will be affected.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates decline.  The interest rate risk for International Bond
is higher than for funds that have shorter weighted average maturities,  such as
short-term and limited-term funds.

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

International  Bond invests  primarily  in foreign  securities,  which  involves
greater  risks than  investing in U.S.  securities.  These risks are  summarized
below.

o   Currency   Risk.  In  addition  to  changes  in  the  value  of  the  fund's
    investments,  changes in the value of foreign  currencies  against  the U.S.
    dollar  also  could  result in gains or  losses to the fund.  The value of a
    share of  International  Bond is  determined  in U.S.  dollars.  The  fund's
    investments,  however,  generally  are held in the  foreign  currency of the
    country here  investments are made. As a result,  the fund could recognize a
    gain or loss based  solely upon a change in the  exchange  rate  between the
    foreign currency and the U.S. dollar.

o   Political and Economic Risk.  Many countries  where the fund invests are not
    as politically or economically  developed as the United States. As a result,
    the economies and political and social  structures of these  countries could
    be  unstable.  This  could  cause the  value of the  fund's  investments  to
    decrease.  The fund also could be unable to enforce its ownership  rights or
    pursue legal remedies in countries where it invests.

o   Market and Trading Risk. The trading markets for many foreign securities are
    not as active as U.S. markets and may have less governmental  regulation and
    oversight.  Foreign  markets also may have procedures that make it difficult
    for the fund to buy and sell  securities.  These  factors  could result in a
    loss to the fund.

o   Availability of Information.  Foreign companies generally are not subject to
    the  regulatory  controls  or uniform  accounting,  auditing  and  financial
    reporting standards imposed on U.S. issuers. As a result,  there may be less
    publicly  available  information  about  foreign  issuers  than is available
    regarding U.S. issuers.

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








FUND PERFORMANCE HISTORY

ANNUAL TOTAL RETURNS

The  following  bar chart shows the  performance  of the fund's  Investor  Class
shares for each full  calendar  year in the life of the fund.  It indicates  the
volatility of the fund's historical returns from year to year.

                  1998                      17.87
                  1997                     - 5.88
                  1996                       6.38
                  1995                      24.40
                  1994                       1.52
                  1993                      11.79

HIGHEST AND LOWEST QUARTERLY RETURNS

The  highest  and  lowest  returns  of the fund's  Investor  Class  shares for a
calendar  quarter  during the period  reflected by the  preceding  bar chart are
provided in the  following  chart to indicate the fund's  historical  short-term
volatility.

                  Highest                   4.77     2Q1995
                  Lowest                  - 1.38     1Q1996

AVERAGE ANNUAL RETURNS

The  following  table shows the average  annual  returns of the fund's  Investor
Class  shares  for the  periods  indicated  during  the  life of the  fund.  The
benchmark is an unmanaged  index that has no operating costs and is included for
performance comparison.

<TABLE>
For the calendar year ended December 31, 1998           1 year         5 years        Life of Fund*
- -----------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>            <C>  
International Bond                                      17.87%         8.37%          8.65%
J.P. Morgan Global Traded Government Bond Index**       18.49%         9.61%          9.31%
</TABLE>

*  The inception date for the fund is January 7, 1992.
** Without U.S. and 15% weighting in Japan.

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

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

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

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






BASICS OF FIXED INCOME INVESTING

DEBT SECURITIES

When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
issuer  first  sells  the  debt  security,  it may be  bought  and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation and liquidity.

The fund managers decide which debt securities to buy and sell by

>>  determining which securities help a fund meet its maturity requirements

>>  identifying securities that satisfy a fund's credit quality requirements

>>  evaluating  the  current  economic  conditions  and  assessing  the  risk of
    inflation

>>  evaluating  special  features of the  securities  that may make them more or
    less attractive

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.

Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining  maturities of all of the debt  securities the fund
owns to evaluate the interest rate  sensitivity  of the entire  portfolio.  This
average is weighted according to the size of the fund's individual  holdings and
is called  WEIGHTED  AVERAGE  MATURITY.  The  following  chart  shows how a fund
manager would calculate the weighted average maturity for a fund that owned only
two debt securities.

<TABLE>
                          Amount of Security Owned       Percent of Portfolio   Remaining Maturity      Weighted Maturity
- ------------------------- ------------------------------ ---------------------- ----------------------- ----------------------
<S>                       <C>                            <C>                    <C>                     <C>     
Debt Security A           $100,000                       25%                    1,000 days              250 days
Debt Security B           $300,000                       75%                    10,000 days             7500 days
WEIGHTED AVERAGE MATURITY                                                                               7750 DAYS
</TABLE>

TYPES OF RISK

The basic types of risk that the fund faces are described below.

INTEREST RATE RISK

Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  So when  interest  rates fall,  the prices of most debt  securities
rise; when interest rates rise, prices fall.  Because the fund invests primarily
in  debt   securities,   changes  in  interest  rates  will  affect  the  fund's
performance.

The degree to which interest rate changes affect the fund's  performance  varies
and is related to the weighted average  maturity of the fund. For example,  when
interest  rates rise, you can expect the share value of a long-term bond fund to
fall more than that of a short-term  bond fund. When rates fall, the opposite is
true. This sensitivity to interest rate changes is called interest rate risk.

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

WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio.

*   The longer a fund's weighted average  maturity,  the more sensitive it is to
    changes in interest rates.

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






When interest rates change, longer maturity bonds experience a greater change in
price.  The following  table shows the effect of a 1% increase in interest rates
on the price of 7% coupon bonds of differing maturities:

Remaining Maturity   Current Price    Price after 1% increase    Change in price
- ------------------ ---------------- -------------------------- -----------------
1 year                     $100.00                     $99.06             -0.94%
3 years                     100.00                      97.38             -2.62%
10 years                    100.00                      93.20             -6.80%
30 years                    100.00                      88.69            -11.31%

CREDIT RISK

Credit risk is the risk that an obligation won't be paid and a loss will result.
A high  credit  rating  indicates  a high  degree of  confidence  by the  rating
organization  that  the  issuer  will  be able to  withstand  adverse  business,
financial or economic  conditions  and be able to make  interest  and  principal
payments on time.  Generally,  a lower credit rating indicates a greater risk of
non-payment.  A lower rating also may indicate that the issuer has a more senior
series of debt  securities,  which  means that if the  issuer  has  difficulties
making  its  payments,  the  more  senior  series  of debt is  first in line for
payment.

It's not as simple as buying the highest-rated debt securities,  though.  Higher
credit ratings  usually mean lower interest  rates,  so investors often purchase
securities that aren't the highest rated to increase return. If a fund purchases
lower-rated securities, it assumes additional credit risk.

The following  chart shows the  authorized  credit  quality ranges for the funds
offered by this Prospectus.

<TABLE>
- -------------------------------------------------- -----------------------------------------------------------------------
                INVESTMENT GRADE                                            NON-INVESTMENT GRADE
- -------------------------------------------------- -----------------------------------------------------------------------
<S>                     <C>                     <C>      <C>          <C>            <C>       <C>         <C>         <C>
                      A-1                     A-2      A-3
                      P-1                     P-2      P-3
                    MIG-1                   MIG-2    MIG-3
                     SP-1                    SP-2     SP-3
          AAA          AA           A         BBB        BB             B         CCC          CC           C           D
- -------------- ----------- --------------------------------- ------------- ----------- ----------- ----------- -----------
****International Bond****      
- -------------------------- --------------------------------- ------------- ----------- ----------- ----------- -----------
</TABLE>

Securities  rated  in  one  of  the  highest  four  categories  by a  nationally
recognized  securities rating organization (e.g.,  Moody's or Standard & Poor's)
are  considered  "investment  grade." For a complete  description of the ratings
system, see "Explanation of Fixed Income Securities Ratings" in the Statement of
Additional Information. The fund's credit quality restrictions apply at the time
of  purchase;  the  fund  will  not  necessarily  sell  securities  if they  are
downgraded by a rating agency.

LIQUIDITY RISK

Debt securities can become  difficult to sell for a variety of reasons,  such as
lack of an active trading market.  When a fund's investments become difficult to
sell, it is said to have a problem with  liquidity.  The chance that a fund will
have liquidity issues is called liquidity risk.

INFLATION RISK

The safest investments usually have the lowest potential income and performance.
There  is  a  risk,   then,  that  returns  from  the  investment  may  fail  to
significantly  outpace  inflation.  Even if the value of your investment has not
gone  down,  your  money  will  not be  worth  as much as if  there  had been no
inflation.  Your after-inflation  return may be quite small. This risk is called
inflation risk.

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

*   Credit quality may be lower when the issuer has

o a high debt level
o a short operating history
o a senior level of debt
o a difficult, competitive environment

*   The Statement of Additional  Information  provides a detailed description of
    these securities ratings.

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


The fund  engages  in a variety  of  investment  techniques  as it  pursues  its
investment objectives. Each technique has its own characteristics,  and may pose
some level of risk to the fund.  If you would  like to learn  more  about  these
techniques,  you should review the Statement of  Additional  Information  before
making an investment.








MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

For the services it provided to the fund 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  of  shares  of the  fund.  The rate of the
management fee for a fund is determined on a class-by-class  basis monthly using
a two-step  formula that takes into account the fund's  strategy  (money market,
bond or equity) and the total amount of mutual fund assets the advisor manages.

The Statement of Additional  Information contains detailed information about the
calculation  of the  management  fee.  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 trustees (including legal counsel
fees) and extraordinary expenses. A portion of the management fee may be paid by
the fund's advisor to unaffiliated  third parties who provide  recordkeeping and
administrative services that would otherwise be performed by an affiliate of the
advisor.

MANAGEMENT FEES PAID BY THE FUND TO THE ADVISOR AS A PERCENTAGE
OF AVERAGE NET ASSETS FOR THE MOST RECENT FISCAL YEAR ENDED DECEMBER 31, 1998
- -----------------------------------------------------------------------------
- ---------------------------------------------------------- ------------------
International Bond                                            0.87%






THE FUND MANAGEMENT TEAM

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

The advisor  and the Board of  Trustees  have hired and  supervise  J.P.  Morgan
Investment  Management Inc., a subadvisor,  to make investment decisions for the
fund.

The portfolio managers on the investment team are identified below:

DAVID SCHROEDER
Mr.  Schroeder,  Vice  President and Senior  Portfolio  Manager,  supervises the
American  Century  International  Bond Funds  team.  He has been a member of the
International  Bond team since June 1997. Mr.  Schroeder joined American Century
in 1990 as a portfolio manager. He has a bachelor of arts from Pomona College.

DETLER SCHLICHTER
Mr.  Schlichter,  Vice  President,  JPMIM,  is a fixed income  Senior  Portfolio
Manager. He joined J.P. Morgan & Co., Frankfurt, in 1990 and has worked at JPMIM
London as a Portfolio  Manager since April 1996He has a bachelor's degree and an
MBA from the University of Bochum.

DOMINIC PEGLER
Mr. Pegler,  Vice President,  JPMIM,  is a fixed income  Portfolio  Manager.  He
joined JPMIM London in 1996 after seven years at the Bank of England, serving as
an  economist  and in the  Reserves  Management  Department,  managing  the UK's
foreign exchange  reserves.  He has a bachelor's  degree and an MBA in economics
from the London School of Economics.


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

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

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






FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

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

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

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






INVESTING WITH AMERICAN CENTURY

SERVICES AUTOMATICALLY AVAILABLE TO YOU

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

CONDUCTING BUSINESS IN WRITING

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

<TABLE>
WAYS TO MANAGE YOUR ACCOUNT
- -------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
<S>                               <C>                                             <C>
BY TELEPHONE                       OPEN AN ACCOUNT                                MAKE ADDITIONAL INVESTMENTS
Investor Services                  If you are a current investor, you             Call us or use our Automated Information Line
1-800-345-2021                     can open an account by exchanging              if you have authorized us to invest from your
                                   shares from another American Century           bank account.
Corporate; Not-For-Profit;         account. (This service is not
Foundations; Endowments; SEP-,     available if you have chosen to do             SELL SHARES
SARSEP- and SIMPLE-IRA; and        business in writing only.)                     Call an Investor Services Representative.
403(b) Services
1-800-345-3533                     EXCHANGE SHARES
                                   Call us or use our Automated
Automated Information Line         Information Line if you have
1-800-345-8765                     authorized us to accept telephone
                                   instructions.

- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
BY MAIL OR FAX                     OPEN AN ACCOUNT                                MAKE ADDITIONAL INVESTMENTS 
PO Box 419200                      Send a signed and completed                    Send us your check or money order for at 
Kansas City, MO 64141-6200         application and check or money order           least $50 with an investment slip or $250
                                   payable to American Century                    without an investment slip. If you don't have
Fax 816-340-7962                   Investments.                                   an investment slip, include your name,
                                                                                  address and account number on your check or
                                   EXCHANGE SHARES                                money order.
                                   Send us written instructions to
                                   exchange your shares from one                  SELL SHARES
                                   American Century account to another.           Send us written instructions to sell shares
                                                                                  or send us a redemption form. Call an
                                                                                  Investor Services Representative to request a
                                                                                  form.
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
- ---------------------------------- ---------------------------------------------- -----------------------------------------------
ONLINE                             OPEN AN ACCOUNT                                MAKE ADDITIONAL INVESTMENTS
www.americancentury.com            If you are a current investor, you             Make an additional investment into an
                                   can open an account by exchanging              established American Century account if you
                                   shares from another American Century           have authorized us to invest from your bank
                                   account. (This service is not                  account.
                                   available if you have chosen to do
                                   business in writing only.)                     SELL SHARES
                                                                                  Not available.
                                   EXCHANGE SHARES
                                   Exchange shares from another American Century
                                   account.







A NOTE ABOUT MAILINGS TO SHAREHOLDERS

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

YOUR GUIDE TO SERVICES AND POLICIES

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

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

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
AUTOMATICALLY                    OPEN AN ACCOUNT                                  MAKE ADDITIONAL INVESTMENTS
                                 Not available.                                   Select "Establish Automatic Investments" on
                                                                                  your application to make automatic purchases
                                 EXCHANGE SHARES                                  of shares on a regular basis. You must invest
                                 Send us written instructions to set up           at least $600 per year per account.
                                 an automatic exchange of your shares
                                 from one American Century account to             SELL SHARES
                                 another.                                         If you have at least $10,000 in your account,
                                                                                  sell shares automatically by establishing a
                                                                                  Check-A-Month or an Automatic Redemption.

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

                                 4500 Main Street                        4917 Town Center Dr.
                                 Kansas City, Missouri                   Leawood, Kansas
                                 8 a.m. to 5:30 p.m., Monday-Friday      8 a.m. to 6 p.m., Monday-Friday
                                                                         8 a.m. to noon, Saturday

                                 1665 Charleston Road                    9445 East County Line Road, Suite A
                                 Mountain View, California               Englewood, Colorado 80112
                                 8 a.m. to 5 p.m., Monday-Friday         8 a.m. to 6 p.m., Monday-Friday
                                                                         8 a.m. to noon, Saturday

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








MINIMUM INITIAL INVESTMENT AMOUNTS

To open an account the minimum investments are as follows:
- -------------------------------------------------------------------------------
Individual or Joint                                             $2,500
Traditional IRA                                                 $1,000
Roth IRA                                                        $1,000
Education IRA                                                     $500
UGMA/UTMA                                                       $2,500
403(b)                                                      No minimum

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

If  redemption  activity  causes your account  balance to fall below the minimum
initial  investment  amount, we will notify you and give you 90 days to meet the
minimum.  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.

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

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

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

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

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

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 fund has authorized those
intermediaries to accept orders on its 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 good order by
the intermediary on a fund's behalf.

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

*   FINANCIAL INTERMEDIARIES include banks, broker-dealers,  insurance companies
    and investment advisors.

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






SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines the NET ASSET VALUE of the 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, we do not
calculate  the net  asset  value.  The net  asset  value of a fund  share is the
current value of the fund's assets, minus any liabilities, divided by the number
of fund shares outstanding.

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

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

DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund 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.  The fund pays  distributions  from net  income
quarterly,  although it may elect to not pay a distribution  in a given quarter.
The fund may decide not to pay a  distribution  if, for  example,  net  currency
losses exceed net investment  income.  The fund generally pays  distributions of
capital gains, if any, once a year in December.  The fund may make more frequent
distributions if necessary to comply with Internal Revenue Code provisions.

You will begin to participate in fund  distributions the day after your purchase
is effective.  If you redeem shares, you will receive the distribution  declared
for  the day  you  redeem.  If you  redeem  all  shares,  we  will  include  the
distribution on the redeemed with your redemption proceeds.

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

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

The NET ASSET VALUE of a fund is the price of the fund's shares.

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

Distributions  discussed in this Prospectus means income and realized securities
gain  distributions.  The  fund  does  not  expect  to make  return  of  capital
distributions.

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






TAXES

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

TAX-DEFERRED ACCOUNTS

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

TAXABLE ACCOUNTS

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

TAXABILITY OF DISTRIBUTIONS

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


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

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

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

TAXES ON TRANSACTIONS

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

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

*    BUYING A DIVIDEND
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes known as buying a dividend. In taxable accounts,  you must pay
     income taxes on the  distribution  whether you reinvest the distribution or
     take  it in  cash.  In  addition,  you  will  have  to  pay  taxes  on  the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that the fund's portfolio may build up taxable gains throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred. If you buy a dividend,  you
     incur the full tax liability of the  distribution  period,  but you may not
     enjoy the full benefit of the gains realized in the fund's portfolio.

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







MULTIPLE CLASS INFORMATION

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

American  Century  offers the other class of shares  primarily to  institutional
investors,    through    institutional    distribution    channels,    such   as
employer-sponsored  retirement  plans,  or  through  banks,  broker-dealers  and
insurance  companies.  The other  class has  different  fees,  expenses,  and/or
minimum  investment  requirements than the Investor Class. The difference in the
fee structures  among the classes is the result of their  separate  arrangements
for shareholder and  distribution  services and not the result of any difference
in  amounts  charged  by the  advisor  for core  investment  advisory  services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the other classes of shares not offered by this  Prospectus,  call us
at  1-800-345-3533 or contact a sales  representative or financial  intermediary
who offers those classes of shares.

Except as  described  below,  all  classes of shares of the fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only  differences  among the various classes are (a) each class
may be subject to different  expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely  affecting such class,  and (d) each class
may have different exchange privileges.







FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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.

On a per-share basis, the table includes

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

The table also includes some key statistics for the period

o Total  Return--the  overall  percentage  of return of the fund,  assuming  the
  reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net Income Ratio--net investment income as a percentage of average net assets

o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial  Highlights  for the fiscal years ended December 31, 1997 and 1998
have been audited by PricewaterhouseCoopers LLP, independent accountants.  Their
report is  included  in the  fund's  annual  report,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.







<TABLE>
<CAPTION>
INTERNATIONAL BOND

FOR A SHARE OUTSTANDING THROUGHOUT THEYEARS ENDED DECEMBER 31
<S>                                                        <C>           <C>            <C>           <C>           <C> 
                                                           1998          1997           1996          1995          1994
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                       ------------- -------------- ------------- ------------- --------------
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) on
   Investment Transactions.................
                                                       ------------- -------------- ------------- ------------- --------------
   Total From Investment Operations........
                                                       ------------- -------------- ------------- ------------- --------------
Less Distributions
   From Net Investment Income (dividends)..
   In Excess of Net Realized Gains.........
                                                       ------------- -------------- ------------- ------------- --------------
                                                       ------------- -------------- ------------- ------------- --------------
   Total Distributions.....................
                                                       ------------- -------------- ------------- ------------- --------------
Net Asset Value, End of Year...............
                                                       ------------- -------------- ------------- ------------- --------------
TOTAL RETURN(1)............................

RATIOS/SUPPLEMENTAL DATA

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

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










AT YOUR SERVICE

MAKE TRANSACTIONS ONLINE ANYTIME

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

EXPAND YOUR INVESTMENT OPTIONS WITH AMERICAN CENTURY BROKERAGE

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

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

SEND YOUR DISTRIBUTIONS STRAIGHT TO THE BANK

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

CHECK OUT OUR LIBRARY

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

FUND REFERENCE
                          Fund Code        Ticker          Newspaper Listing
- ----------------------------------------------------------------------------
International Bond        992              BEGBX           IntlBnd







More information about the fund is contained in these documents:

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

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

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

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


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

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

Automated Information Line
1-800-345-8765

www.americancentury.com

Fax
816-340-7962

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

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

Investment Company Act File No. 811-6441
<PAGE>
[american century logo(reg.sm)]
American
Century

PROSPECTUS

MARCH 29, 1999
- --------------------------------------------------------------------------------

INTERNATIONAL BOND

ADVISOR CLASS

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

Distributed by Funds Distributor, Inc.






Dear Investor,


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

Here's what you'll find

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

Whether  you're a current  investor or  investing  in mutual funds for the first
time, this prospectus will give you a clear  understanding  of the funds. If you
have questions,  our Investor Services Representatives are available weekdays, 7
a.m. to 7 p.m.,  and  Saturdays,  9 a.m. to 2 p.m.,  Central time. Our toll-free
number is 1-800-345-2021.  We look forward to helping you achieve your financial
goals.

                                      Sincerely,


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











TABLE OF CONTENTS

An Overview of the Fund....................................................2

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

Information about the Fund.................................................4

Basics of Fixed Income Investing..........................................12

Management................................................................15

Investing with American Century...........................................18

Share Price and Distributions.............................................21

Taxes.....................................................................22

Multiple Class Information................................................22

Financial Highlights......................................................23

Performance Information of Other Class....................................22

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

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

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

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








AN OVERVIEW OF THE FUND

WHAT IS THE FUND'S INVESTMENT GOAL?

The   fund   seeks   high   total   return   by   investing   in   high-quality,
nondollar-denominated  government  and  corporate  debt  securities  outside the
United States.

WHAT ARE THE FUND'S PRIMARY INVESTMENTS AND RISKS?

The fund invests most of its assets in high-quality  DEBT  SECURITIES  issued by
foreign   corporations   and   governments.   The  advisor  expects  the  fund's
dollar-weighted average maturity to range from two to ten years.

The fund's primary investment risks include

o        interest rate risk
o        currency risk
o        political and economic risk
o        market and trading risk

Additional  important  information  about the funds'  investment  strategies and
risks begins on page 4.

WHO MAY WANT TO INVEST IN THE FUNDS?

The funds may be a good investment if you

>>  Want to diversify your investments beyond United  States-dollar  denominated
    securities and interest rate exposure

>>  Want to protect your income against a decline in the purchasing power of the
    U.S. dollar relative to foreign currencies

>>  Are comfortable with the funds' other investment risks

WHO MAY NOT WANT TO INVEST IN THE FUNDS?

The funds may not be a good investment if you are

>>  Looking exclusively for current income

>>  Unable to tolerate the risk of investing in foreign securities

>>  Unable to tolerate rapid fluctuations in the value of your investment

>>  Looking for the added security of FDIC insurance

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

DEBT  SECURITIES  means bonds,  notes and  debentures.  Debt securities also are
sometimes called fixed income securities.

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


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








FEES AND EXPENSES

There are no sales loads or fees or other charges

>> to buy fund shares directly from American Century

>> to reinvest dividends in additional shares

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

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

<TABLE>
ANNUAL OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
                                            Management Fee   Distribution and         Other          Total Annual Fund
                                                             Service (12b-1) Fees1    Expenses       Operating Expenses
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
<S>                                         <C>              <C>                      <C>            <C>  
International Bond                          0.59%            0.50%                    0.03%          1.12%
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
</TABLE>
1    The 12b-1 fee is designed to permit  investors  to purchase  Advisor  Class
     shares  through  broker-dealers,   banks,  insurance  companies  and  other
     financial  intermediaries.  A portion of the fee is used to compensate them
     for ongoing recordkeeping and administrative  services that would otherwise
     be  performed  by an  affiliate  of the  advisor,  and a portion is used to
     compensate  them for  distribution  and  other  shareholder  services.  See
     "Service and Distribution Fees," page xx.

EXAMPLE

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

o        invest $10,000 in the fund

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

o        earn a 5% return each year and

o        incur the same operating expenses shown above,

 ... your cost of investing in the fund would be:

<TABLE>
                                             1 year             3 years             5 years             10 years
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
<S>                                          <C>                <C>                 <C>                 <C>   
International Bond                           $114               $355                $615                $1,356
- -------------------------------------------- ------------------ ------------------- ------------------- -------------------
</TABLE>

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

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

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







INFORMATION ABOUT THE FUND

INTERNATIONAL BOND

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

The   fund   seeks   high   total   return   by   investing   in   high-quality,
nondollar-denominated  government  and  corporate  debt  securities  outside the
United States.

HOW DO THE FUNDS IMPLEMENT THEIR INVESTMENT OBJECTIVES?

The fund buys HIGH-QUALITY, nondollar-denominated foreign government and foreign
corporate DEBT SECURITIES.

The  subadvisor  selects  the  fund's  investments  by  using a  combination  of
fundamental research and bond and currency valuation models.

o   Economic/Political  Fundamentals.  The  subadvisor  evaluates each country's
    economic  climate and  political  discipline  for  controlling  deficits and
    inflation.

o   Expected  Return.  Using economic  forecasts,  the  subadvisor  projects the
    expected return for each country.

o   Relative Value. By contrasting expected risks and returns for investments in
    each country, the subadvisor selects those countries expected to produce the
    best return at reasonable risk.

Normally,  the fund will only purchase bonds denominated in foreign  currencies.
The fund will not hedge back to the dollar.

The weighted  average  maturity of the fund is expected to be between two and 10
years.

Additional  information about  International  Bond's investments is available in
its annual and semiannual  reports.  In these reports you will find a discussion
of the market conditions and investment  strategies that significantly  affected
the fund's  performance  during the most recent fiscal period. You may get these
reports at no cost by calling us.

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

A HIGH QUALITY DEBT SECURITY is one that has been determined to be among the top
half of  investment  grade.  This can be  established  in a number of ways.  For
example,  independent  rating agencies may rate the security in one of their two
highest  rating  categories.  The  funds'  advisor  also can  analyze an unrated
security to determine if its credit quality is high enough for investment.

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

WHAT ARE THE PRIMARY RISKS OF INVESTING IN THE FUNDS?

When interest rates change, the fund's share value will be affected.  Generally,
when interest rates rise,  the fund's share value will decline.  The opposite is
true when interest rates decline.  The interest rate risk for International Bond
is higher than for funds that have shorter weighted average maturities,  such as
short-term and limited-term funds.

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

An  investment  in the  fund  is not a bank  deposit  and it is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.

International  Bond invests  primarily  in foreign  securities,  which  involves
greater  risks than  investing in U.S.  securities.  These risks are  summarized
below.

o    Currency  Risk.  In  addition  to  changes  in  the  value  of  the  fund's
     investments,  changes in the value of foreign  currencies  against the U.S.
     dollar  also  could  result in gains or losses to the fund.  The value of a
     share of  International  Bond is  determined  in U.S.  dollars.  The fund's
     investments,  however,  generally  are held in the foreign  currency of the
     country where investments are made. As a result, the fund could recognize a
     gain or loss based  solely upon a change in the  exchange  rate between the
     foreign currency and the U.S. dollar.

o    Political and Economic Risk.  Many countries where the fund invests are not
     as politically or economically developed as the United States. As a result,
     the economies and political and social  structures of these countries could
     be  unstable.  This  could  cause the value of the  fund's  investments  to
     decrease.  The fund also could be unable to enforce its ownership rights or
     pursue legal remedies in countries where it invests.

o    Market and Trading Risk.  The trading  markets for many foreign  securities
     are not as active as U.S. markets and may have less governmental regulation
     and  oversight.  Foreign  markets  also may have  procedures  that  make it
     difficult  for the fund to buy and sell  securities.  These  factors  could
     result in a loss to the fund.

o    Availability of Information. Foreign companies generally are not subject to
     the  regulatory  controls or uniform  accounting,  auditing  and  financial
     reporting standards imposed on U.S. issuers. As a result, there may be less
     publicly  available  information  about  foreign  issuers than is available
     regarding U.S. issuers.

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








FUND PERFORMANCE HISTORY

When the Advisor  Class of a fund has  investment  results  for a full  calendar
year, this section will feature charts that show

o   Annual Total Returns

o   Highest and Lowest Quarterly Returns

o   Average  Annual  Returns,  including  a  comparison  of these  returns  to a
    benchmark index

for the Advisor Class of each of the funds.

In addition,  investors can examine the performance of the funds' Investor Class
of shares.  This Class has a total  expense  ratio that is 0.25%  lower than the
Advisor Class.  If the Advisor Class existed during the periods  presented,  its
performance would have been lower because of the additional expense.

All past  performance  information is designed to help show you how fund returns
can vary. Keep in mind that past performance does not predict how the funds will
perform in the future.


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

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

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






BASICS OF FIXED INCOME INVESTING

DEBT SECURITIES

When a fund buys a debt security,  which is also called a fixed-income security,
it is  essentially  lending money to the issuer of the security.  Notes,  bonds,
commercial paper and Treasury bills are examples of debt  securities.  After the
issuer  first  sells  the  debt  security,  it may be  bought  and sold by other
investors.  The price of the  security  may rise or fall based on many  factors,
including changes in interest rates, inflation and liquidity.

The fund managers decide which debt securities to buy and sell by

>>  determining which securities help a fund meet its maturity requirements

>>  identifying securities that satisfy a fund's credit quality requirements

>>  evaluating  the  current  economic  conditions  and  assessing  the  risk of
    inflation

>>  evaluating  special  features of the  securities  that may make them more or
    less attractive

WEIGHTED AVERAGE MATURITY

Like most loans,  debt  securities  eventually must be repaid (or refinanced) at
some date.  This date is called the maturity  date. The number of days left to a
debt  security's  maturity date is called the remaining  maturity.  The longer a
debt  security's  remaining  maturity,  the more  sensitive  it is to changes in
interest rates.

Because a bond fund will own many debt securities,  the fund managers  calculate
the average of the remaining  maturities of all of the debt  securities the fund
owns to evaluate the interest rate  sensitivity  of the entire  portfolio.  This
average is weighted according to the size of the fund's individual  holdings and
is called  WEIGHTED  AVERAGE  MATURITY.  The  following  chart  shows how a fund
manager would calculate the weighted average maturity for a fund that owned only
two debt securities.

<TABLE>
                       Amount of Security Owned       Percent of Portfolio   Remaining Maturity      Weighted Maturity
- ---------------------- ------------------------------ ---------------------- ----------------------- ----------------------
<S>                    <C>                            <C>                    <C>                     <C>     
Debt Security A        $100,000                       25%                    1,000 days              250 days
Debt Security B        $300,000                       75%                    10,000 days             7500 days
WEIGHTED AVERAGE MATURITY                                                                            7750 DAYS
</TABLE>

TYPES OF RISK

The basic types of risk that the fund faces are described below.

INTEREST RATE RISK

Generally,  interest  rates and the prices of debt  securities  move in opposite
directions.  So when  interest  rates fall,  the prices of most debt  securities
rise; when interest rates rise, prices fall.  Because the funds invest primarily
in  debt   securities,   changes  in  interest  rates  will  affect  the  funds'
performance.

The degree to which interest rate changes affect the funds'  performance  varies
and is related to the weighted average maturity of each fund. For example,  when
interest  rates rise, you can expect the share value of a long-term bond fund to
fall more than that of a short-term  bond fund. When rates fall, the opposite is
true. This sensitivity to interest rate changes is called interest rate risk.

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

WEIGHTED  AVERAGE  MATURITY is a tool that the fund managers use to  approximate
the remaining maturity of a fund's investment portfolio.

*   The longer a fund's weighted average  maturity,  the more sensitive it is to
    changes in interest rates.

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






When interest rates change, longer maturity bonds experience a greater change in
price.  The following  table shows the effect of a 1% increase in interest rates
on the price of 7% coupon bonds of differing maturities:

<TABLE>
Remaining Maturity                   Current Price          Price after 1% increase          Change in price
- ----------------------- --------------------------- -------------------------------- ------------------------
<S>                                        <C>                               <C>                       <C>  
1 year                                     $100.00                           $99.06                   -0.94%
3 years                                     100.00                            97.38                   -2.62%
10 years                                    100.00                            93.20                   -6.80%
30 years                                    100.00                            88.69                  -11.31%
</TABLE>

CREDIT RISK

Credit risk is the risk that an obligation won't be paid and a loss will result.
A high  credit  rating  indicates  a high  degree of  confidence  by the  rating
organization  that  the  issuer  will  be able to  withstand  adverse  business,
financial or economic  conditions  and be able to make  interest  and  principal
payments on time.  Generally,  a lower credit rating indicates a greater risk of
non-payment.  A lower rating also may indicate that the issuer has a more senior
series of debt  securities,  which  means that if the  issuer  has  difficulties
making  its  payments,  the  more  senior  series  of debt is  first in line for
payment.

It's not as simple as buying the highest-rated debt securities,  though.  Higher
credit ratings  usually mean lower interest  rates,  so investors often purchase
securities that aren't the highest rated to increase return. If a fund purchases
lower-rated securities, it assumes additional credit risk.

The following  chart shows the  authorized  credit  quality ranges for the funds
offered by this Prospectus.

<TABLE>
- -------------------------------------------------- -----------------------------------------------------------------------
                INVESTMENT GRADE                                            NON-INVESTMENT GRADE
- -------------------------------------------------- -----------------------------------------------------------------------
<S>        <C>        <C>         <C>        <C>        <C>         <C>          <C>          <C>       <C>        <C>
                      A-1                     A-2      A-3
                      P-1                     P-2      P-3
                    MIG-1                   MIG-2    MIG-3
                     SP-1                    SP-2     SP-3
          AAA          AA           A         BBB        BB             B         CCC          CC           C           D
- -------------- ----------- --------------------------------- ------------- ----------- ----------- ----------- -----------
****International Bond****
- -------------------------- --------------------------------- ------------- ----------- ----------- ----------- -----------
</TABLE>

Securities  rated  in  one  of  the  highest  four  categories  by a  nationally
recognized  securities rating organization (e.g.,  Moody's or Standard & Poor's)
are  considered  "investment  grade." For a complete  description of the ratings
system, see "Explanation of Fixed Income Securities Ratings" in the Statement of
Additional Information. The funds' credit quality restrictions apply at the time
of  purchase;  the  fund  will  not  necessarily  sell  securities  if they  are
downgraded by a rating agency.

LIQUIDITY RISK

Debt securities can become  difficult to sell for a variety of reasons,  such as
lack of an active trading market.  When a fund's investments become difficult to
sell, it is said to have a problem with  liquidity.  The chance that a fund will
have liquidity issues is called liquidity risk.

INFLATION RISK

The safest investments usually have the lowest potential income and performance.
There  is  a  risk,   then,  that  returns  from  the  investment  may  fail  to
significantly  outpace  inflation.  Even if the value of your investment has not
gone  down,  your  money  will  not be  worth  as much as if  there  had been no
inflation.  Your after-inflation  return may be quite small. This risk is called
inflation risk.

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

*   Credit quality may be lower when the issuer has

o        a high debt level
o        a short operating history
o        a senior level of debt
o        a difficult, competitive environment

*   The Statement of Additional  Information  provides a detailed description of
    these securities ratings.

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


The fund  engages  in a variety  of  investment  techniques  as it  pursues  its
investment objectives. Each technique has its own characteristics,  and may pose
some level of risk to the fund.  If you would  like to learn  more  about  these
techniques,  you should review the Statement of  Additional  Information  before
making an investment.








MANAGEMENT

WHO MANAGES THE FUND?

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

THE BOARD OF TRUSTEES

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

THE INVESTMENT ADVISOR

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

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

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 of shares of the fund.  the rate of the
management fee for a fund is determined on a class-by-class  basis monthly using
a two-step  formula  that takes into account the fund's  strategy  (moneymarket,
bond or equity) and the total amount of mutual fund assets the advisor  manages.
The Statement of Additional  Information contains detailed information about the
calculation  of the  management  fee.  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 trustees (including legal counsel
fees) and extraordinary expenses.

MANAGEMENT FEES PAID BY THE FUND TO THE ADVISOR AS A PERCENTAGE OF
AVERAGE NET ASSETS FOR THE MOST RECENT FISCAL YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
- ---------------------------------------------------------------------- ---------
International Bond                                                        1.12%






THE FUND MANAGEMENT TEAM

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

The advisor and the Board of  Directors  have hired and  supervise  J.P.  Morgan
Investment  Management Inc., a subadvisor,  to make investment decisions for the
fund.

The portfolio managers of on the investment team are identified below:

DAVID SCHROEDER
David  Schroeder,  Vice President and Senior Portfolio  Manager,  supervises the
American  Century  International  Bond Funds  team.  He has been a member of the
International  Bond team since June 1997. Mr.  Schroeder joined American Century
in 1990 as a portfolio manager. He has a bachelor of arts from Pomona College.

DETLER SCHLICHTER
Detler  Schlichter,  Vice President,  JPMIM, is a fixed income Senior  Portfolio
Manager. He joined J.P. Morgan & Co., Frankfurt, in 1990 and has worked at JPMIM
London as a Portfolio  Manager since April 1996. He has a bachelor's  degree and
an MBA from the University of Bochum.

DOMINIC PEGLER
Dominic Pegler,  Vice President,  JPMIM, is a fixed income Portfolio Manager. He
joined JPMIM London in 1996 after seven years at the Bank of England, serving as
an  economist  and in the  Reserves  Management  Department,  managing  the UK's
foreign  exchange  reserves.  He has a bachelors  degree and an MBA in economics
from the London School of Economics.


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

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

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






FUNDAMENTAL INVESTMENT POLICIES

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

YEAR 2000 ISSUES

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

Although  American Century believes its critical systems will function  properly
in the Year 2000, this is not guaranteed.  If the efforts of American Century or
its  external  service  providers  are  not  successful,  the  fund's  business,
particularly the provision of shareholder services, may be hampered.

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






INVESTING WITH AMERICAN CENTURY

ELIGIBILITY FOR ADVISOR CLASS SHARES

The  Advisor  Class  shares  are  intended  for  purchase  by   participants  in
employer-sponsored retirement or savings plans and for persons purchasing shares
through   broker-dealers,   banks,   insurance  companies  and  other  financial
intermediaries that provide various administrative and distribution services.

INVESTING THROUGH FINANCIAL INTERMEDIARIES

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

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

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

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

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

American Century has contracts with certain financial  intermediaries  requiring
them to track  the time  investment  orders  are  received  and to  comply  with
procedures relating to the transmission of orders. The fund has authorized those
intermediaries  to accept  orders on its  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 good order by the
intermediary on a fund's behalf.


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

*   FINANCIAL INTERMEDIARIES include banks, broker-dealers,  insurance companies
    and investment advisors.

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






SHARE PRICE AND DISTRIBUTIONS

SHARE PRICE

American  Century  determines the NET ASSET VALUE of the 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, we do not
calculate  the net  asset  value.  The net  asset  value of a fund  share is the
current value of the fund's assets, minus any liabilities, divided by the number
of fund shares outstanding.

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

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

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

DISTRIBUTIONS

Federal tax laws require the fund to make  distributions  to its shareholders in
order  to  qualify  as a  "regulated  investment  company."  Qualification  as a
regulated investment company means that the fund 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.  The fund pays  distributions  from net  income
quarterly,  although it may elect to not pay a distribution  in a given quarter.
The fund may decide not to pay a  distribution  if, for  example,  net  currency
losses exceed net investment  income.  The fund generally pays  distributions of
capital gains, if any, once a year in December.  The fund may make more frequent
distributions if necessary to comply with Internal Revenue Code provisions.

You will begin to participate in fund  distributions the day after your purchase
is effective.  If you redeem shares, you will receive the distribution  declared
for  the day  you  redeem.  If you  redeem  all  shares,  we  will  include  the
distribution on the redeemed with your redemption proceeds.

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

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

The NET ASSET VALUE of a fund is the price of the fund's shares.

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

Distributions  discussed in this Prospectus means income and realized securities
gain  distributions.  The  fund  does  not  expect  to make  return  of  capital
distributions.

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






TAXES

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

TAX-DEFERRED ACCOUNTS

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

TAXABLE ACCOUNTS

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

TAXABILITY OF DISTRIBUTIONS

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


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

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

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

TAXES ON TRANSACTIONS

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

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

*    BUYING A DIVIDEND
     Purchasing  fund shares in a taxable  account shortly before a distribution
     is sometimes known as buying a dividend. In taxable accounts,  you must pay
     income taxes on the  distribution  whether you reinvest the distribution or
     take  it in  cash.  In  addition,  you  will  have  to  pay  taxes  on  the
     distribution whether the value of your investment  decreased,  increased or
     remained  the same after you bought the fund  shares.  The risk in buying a
     dividend is that the fund's portfolio may build up taxable gains throughout
     the period covered by a  distribution,  as securities are sold at a profit.
     We distribute those gains to you, after subtracting any losses, even if you
     did not own the shares when the gains occurred. If you buy a dividend,  you
     incur the full tax liability of the  distribution  period,  but you may not
     enjoy the full benefit of the gains realized in the fund's portfolio.

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







MULTIPLE CLASS INFORMATION

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

American Century offers another class of shares that has no up-front or deferred
charges,  commissions  or 12b-1  fees.  The  other  class  has  different  fees,
expenses,  and/or minimum  investment  requirements  than the Advisor Class. The
difference  in the fee  structures  among  the  classes  is the  result of their
separate  arrangements  for  shareholder and  distribution  services and not the
result of any difference in amounts  charged by the advisor for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by  class.  Different  fees  and  expenses  will  affect  performance.  For
additional  information  concerning  the other  classes of shares not offered by
this Prospectus,  call us at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

Except as  described  below,  all  classes of shares of the fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only  differences  among the various classes are (a) each class
may be subject to different  expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely  affecting such class,  and (d) each class
may have different exchange privileges.

SERVICE AND DISTRIBUTION FEES

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








FINANCIAL HIGHLIGHTS

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

The 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.

On a per-share basis, the table includes

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

The table also includes some key statistics for the period

o Total  Return--the  overall  percentage  of return of the fund,  assuming  the
  reinvestment of all distributions

o Expense Ratio--operating expenses as a percentage of average net assets

o Net Income Ratio--net investment income as a percentage of average net assets

o Portfolio Turnover--the percentage of the fund's buying and selling activity

The Financial  Highlights  for the fiscal years ended December 31, 1997 and 1998
have been audited by PricewaterhouseCoopers LLP, independent accountants.  Their
report is  included  in the  fund's  annual  report,  which is  incorporated  by
reference  into the Statement of Additional  Information,  and is available upon
request.  Prior years'  information was audited by other  independent  auditors,
whose report also is  incorporated by reference into the Statement of Additional
Information.







<TABLE>
<CAPTION>
INTERNATIONAL BOND

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31
<S>                                                                            <C>                   <C> 
                                                                               1998                  1997
PER-SHARE DATA
Net Asset Value, Beginning of Year.........
                                                                       ---------------------- -------------------- --- -- ---
Income from Investment Operations
   Net Investment Income (dividends).......
   Net Realized and Unrealized Gain (Loss) 
     on Investment Transactions............
                                                                       ---------------------- -------------------- --- -- ---
   Total From Investment Operations........
                                                                       ---------------------- -------------------- --- -- ---
Less Distributions
   From Net Investment Income (dividends)..
   In Excess of Net Realized Gains.........
                                                                       ---------------------- -------------------- --- -- ---
                                                                       ---------------------- -------------------- --- -- ---
   Total Distributions.....................
                                                                       ---------------------- -------------------- --- -- ---
Net Asset Value, End of Year...............
                                                                       ---------------------- -------------------- --- -- ---
TOTAL RETURN(1)............................

RATIOS/SUPPLEMENTAL DATA

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

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






PERFORMANCE INFORMATION OF THE OTHER CLASS

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 0.25% lower than the Advisor  Class.  If the Advisor Class
existed  during the periods  presented,  its  performance  would have been lower
because of the additional expense.

The table on the next page  itemizes  what  contributed  to the changes in share
price during the period. It also shows changes in share price for this period in
comparison to changes over the last five fiscal years.

On a per-share basis, the table includes

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

The table also includes some key statistics for the period

o total  return--the  overall  percentage  of return of the fund,  assuming  the
  reinvestment of all distributions

o expense ratio--operating expenses as a percentage of average net assets

o net income ratio--net investment income as a percentage of average net assets

o portfolio turnover--the percentage of the fund's buying and selling activity


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







INTERNATIONAL BOND

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

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

RATIOS/SUPPLEMENTAL DATA

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

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











FUND REFERENCE
                         Fund Code           Ticker          Newspaper Listing
- ------------------------------------------------------------------------------
International Bond       992                 BEGBX           IntlBnd







More information about the fund is contained in these documents:

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

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

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

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


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

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

Automated Information Line
1-800-345-8765

www.americancentury.com

Fax
816-340-7962

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

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

Investment Company Act File No. 811-6441
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

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

MARCH 29, 1999

AMERICAN CENTURY
INTERNATIONAL BOND FUNDS










INTERNATIONAL BOND FUND

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

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

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

Distributed by Funds Distributor, Inc.



TABLE OF CONTENTS
================================================================================

THE FUND'S HISTORY.................................................1

FUND INVESTMENT OUTLINE............................................1
   Diversification.................................................1
   Portfolio Composition...........................................1
   Currency Management.............................................2

DETAILED INFORMATION ABOUT THE FUND................................2
   Investment Strategies and Risks.................................2
   Investment Policies.............................................8
   Temporary Defensive Measures...................................10
   Portfolio Turnover.............................................10
   Transactions with Subadvisor Affiliates........................10

MANAGEMENT........................................................11
   The Board of Trustees..........................................11
   Officers.......................................................13

THE FUND'S BIGGEST SHAREHOLDERS...................................14

SERVICE PROVIDERS.................................................14
   Investment Advisor.............................................14
   Distributor....................................................17
   Transfer Agent and Administrator...............................17
   Other Service Providers........................................17

BROKERAGE ALLOCATION..............................................17

INFORMATION ABOUT FUND SHARES.....................................18

BUYING AND SELLING FUND SHARES....................................20

VALUATION OF PORTFOLIO SECURITIES.................................20

TAXES.............................................................20

HOW FUND PERFORMANCE INFORMATION IS CALCULATED....................23

FINANCIAL STATEMENTS..............................................23

EXPLANATION OF FIXED INCOME SECURITIES RATINGS....................24
   Bond Ratings...................................................24
   Commercial Paper Ratings.......................................25
   Note Ratings...................................................25









THE FUND'S HISTORY
American Century International Bond Funds (the "Trust") is a registered open-end
management  investment  company that was organized as a  Massachusetts  business
trust on August 28, 1991.  The Trust was known as "Benham  International  Funds"
until January 1997.

The fund is a separate  series of the Trust.  The Trust may issue other  series;
the fund would  operate for many purposes as if it were an  independent  company
from any such future series.

- ------------------------------------------------------------------ -----------
                                                                   Inception
Fund-Class (Ticker Symbol)                                            Date
- ------------------------------------------------------------------ -----------
American Century International Bond Fund--Investor Class (BEGBX)     1/7/1992
American Century International Bond Fund--Advisor Class
- ------------------------------------------------------------------ -----------

FUND INVESTMENT OUTLINE
This  section  explains  the  extent  to  which  American   Century   Investment
Management,  Inc.  (the  "advisor")  can use  various  investment  vehicles  and
strategies  in  managing  a  fund's  assets.   Descriptions  of  the  investment
techniques  and risks  associated  with each appear in the section,  "Investment
Strategies  and  Risks,"  which  begins  on page 2.  In the  case of the  fund's
principal investment  strategies,  these descriptions  elaborate upon discussion
contained in the Prospectus.


DIVERSIFICATION
The fund is a  nondiversified  open-end  investment  company  as  defined in the
Investment  Company Act of 1940 (the Investment Company Act) This means that the
fund may take larger positions in individual issuer's  securities;  for example,
the fund may  invest  more than 5% of its assets in the  securities  of a single
issuer.  This can  increase  the amount of risk in the  portfolio,  since it may
become concentrated fewer issuers than diversified funds.

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


PORTFOLIO COMPOSITION
The fund intends to remain  fully  invested in foreign  debt  securities.  Under
normal market conditions,  the fund will invest at least 65% of its total assets
in bonds issued or guaranteed by foreign  governments  or their  agencies and by
foreign authorities, provinces and municipalities. The fund may invest up to 35%
of its  total  assets in  high-quality  (i.e.,  rated  "AA" or  higher)  foreign
corporate debt securities.

The  fund's  investments  may  include  but shall not be  limited  to:  (1) Debt
obligations issued or guaranteed by (a) a foreign sovereign government or one of
its agencies, authorities, instrumentalities or political subdivisions including
a foreign state, province or municipality,  and (b) supranational  organizations
such as the World Bank, Asian  Development Bank,  European  Investment Bank, and
European Economic Community;  (2) Debt obligations of (a) foreign banks and bank
holding  companies,  and (b) domestic banks and  corporations  issued in foreign
currencies;  and (3) Foreign corporate debt securities and commercial paper. All
of these  investments must satisfy the credit quality  standards (i.e.,  "AA" or
higher) established by the Trustees of the fund.

The fund's credit quality requirements  effectively limit the countries in which
the fund may  invest.  As of the date of this  Prospectus,  the fund  expects to
invest in the securities of issuers  located in and governments of the following
countries:  Australia,  Austria,  Belgium,  Canada,  Denmark,  Finland,  France,
Germany, Ireland, Japan, Liechtenstein,  Luxembourg,  Netherlands,  New Zealand,
Norway,  Portugal,  Singapore,  Spain, Sweden,  Switzerland,  Taiwan, and United
Kingdom.  To limit the possibility that the fund will become unduly concentrated
in Japan,  the fund currently  limits its investment in issuers located in Japan
to no more than 15% of total assets.

For an explanation of the securities  ratings  referred to in the Prospectus and
this  Statement of  Additional  Information,  see  "Explanation  of Fixed Income
Securities Ratings" beginning on page 24.


CURRENCY MANAGEMENT
The rate of exchange  between U.S.  dollars and foreign  currencies  fluctuates,
which  results  in gains  and  losses to the fund.  Even if the  fund's  foreign
security  holdings perform well, an increase in the value of the dollar relative
to the currencies in which  portfolio  securities are denominated can offset net
investment income.

Because the fund is designed for U.S.  investors  seeking  currency and interest
rate  diversification,  the  subadvisor  limits  its use of  hedging  strategies
intended  to  minimize  the effect of currency  fluctuations.  Although  hedging
strategies (if they are successful)  reduce exchange rate risk, they also reduce
the potential for share price appreciation when foreign  currencies  increase in
value relative to the U.S. dollar.

When the  subadvisor  considers  the U.S.  dollar to be  attractive  relative to
foreign currencies, as much as 25% of the fund's total assets may be hedged into
dollars. For temporary defensive purposes and under extraordinary  circumstances
(such as significant political events), more than 25% of the fund's total assets
may be hedged in this manner.

In managing  the fund's  currency  exposure,  the  subadvisor  will buy and sell
foreign  currencies  regularly,  either in the spot (i.e.,  cash)  market or the
forward  market.   Forward  foreign  currency   exchange   contracts   ("forward
contracts") are  individually  negotiated and privately  traded between currency
traders (usually large commercial banks) and their customers.  In most cases, no
deposit  requirements  exist,  and  these  contracts  are  traded at a net price
without commission.  Forward contracts involve an obligation to purchase or sell
a specific  currency at an  agreed-upon  price on a future date.  Most contracts
expire in less than one year.  The fund may also use  futures  and  options  for
currency  management  purposes.  For more  information  on futures and  options,
please see "Interest Rate Futures Contracts and Options Thereon" on page 10.


DETAILED INFORMATION ABOUT THE FUND

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


U.S. Government Securities
U.S.  government  securities include bills,  notes, and bonds issued by the U.S.
Treasury and securities issued or guaranteed by agencies or instrumentalities of
the U.S. government.

Some U.S.  government  securities  are  supported  by the direct  full faith and
credit pledge of the U.S.  government;  others are supported by the right of the
issuer to borrow from the U.S.  Treasury;  others,  such as securities issued by
the  Federal  National  Mortgage   Association  (FNMA),  are  supported  by  the
discretionary  authority  of the  U.S.  government  to  purchase  the  agencies'
obligations;  and others  are  supported  only by the  credit of the  issuing or
guaranteeing  instrumentality.  There is no assurance  that the U.S.  government
will provide financial support to an  instrumentality it sponsors when it is not
obligated by law to do so.


Repurchase Agreements
In a repurchase  agreement (a "repo"), the fund buys a security at one price and
simultaneously agrees to sell it back to the seller at an agreed upon price on a
specified  date  (usually  within  seven days from the date of  purchase)  or on
demand.  The  repurchase  price  exceeds  the  purchase  price by an amount that
reflects an  agreed-upon  rate of return and that is  unrelated  to the interest
rate on the underlying security. Delay or losses could result if the other party
to the agreement defaults or becomes bankrupt.

American  Century  Investment  Management,  Inc.  (the  "manager")  attempts  to
minimize the risks associated with repurchase  agreements by adhering to written
guidelines which govern repurchase agreements.  These guidelines strictly govern
(1) the type of  securities  which may be  acquired  and held  under  repurchase
agreements; (2) collateral requirements for sellers under repurchase agreements;
(3) the  amount of the fund's net assets  that may be  committed  to  repurchase
agreements  that mature in more than seven days; and (4) the manner in which the
fund  must  take  delivery  of  securities  subject  to  repurchase  agreements.
Moreover,  the Board of Trustees reviews and approves, on a quarterly basis, the
creditworthiness of brokers, dealers and banks with whom the fund may enter into
repurchase agreements.  The fund may enter into a repurchase agreement only with
an entity that appears on a list of those which have been  approved by the Board
as sufficiently creditworthy.

The fund has received  permission  from the Securities  and Exchange  Commission
(SEC) to  participate  in joint  repurchase  agreements  collateralized  by U.S.
government  securities  with other  mutual  funds  advised by the manager or its
affiliates.  Joint repos are  expected to increase  the income the fund can earn
from repo  transactions  without  increasing  the risks  associated  with  these
transactions.

Under  the  Investment  Company  Act of 1940  (the  "Investment  Company  Act"),
repurchase agreements are considered loans.


Securities Lending
The fund may lend its  portfolio  securities  to earn  additional  income.  If a
borrower  defaulted on a securities  loan, the fund could  experience  delays in
recovering  the  securities  it loaned;  if the value of the  loaned  securities
increased over the value of the collateral, the fund could suffer a loss.

To minimize  the risk of default on  securities  loans,  the manager  adheres to
guidelines  prescribed by the Board of Trustees governing lending of securities.
These guidelines strictly govern (1) the type and amount of collateral that must
be received by the fund;  (2) the  circumstances  under which  additions to that
collateral must be made by borrowers; (3) the return received by the fund on the
loaned securities; (4) the limitations on the percentage of fund assets on loan;
and (5) the  credit  standards  applied in  evaluating  potential  borrowers  of
portfolio securities. In addition, the guidelines require that the fund have the
option  to  terminate  any  loan of a  portfolio  security  at any  time and set
requirements for recovery of securities from borrowers.


Foreign Currency Exchange Transactions
The fund expects to exchange dollars for the fund's underlying  currencies,  and
vice versa, in the normal course of managing the fund's underlying  investments.
J.P. Morgan Investment Management Inc. (JPMIM), the fund's subadvisor,  does not
expect that the fund will hold currency that is not earning  income on a regular
basis, although the fund may do so temporarily when suitable investments are not
available.  The fund may exchange currencies on a "spot" basis (i.e., for prompt
delivery  and  settlement),  or  by  entering  into  forward  currency  exchange
contracts  (also called  forward  contracts) or other  contracts to purchase and
sell  currencies  for  settlement at a future date. The fund will incur costs in
converting  assets from one currency to another.  Foreign  exchange  dealers may
charge a fee for  conversion;  in addition,  they also realize a profit based on
the difference  (i.e., the spread) between the prices at which they buy and sell
various currencies in the spot and forward markets.  Thus, a dealer may offer to
sell a foreign  currency to the fund at one rate,  and repurchase it at a lesser
rate should the fund desire to resell the currency to the dealer.

Forward  contracts are agreements to exchange a specific  amount of one currency
for a specified  amount of another at a future date.  The date may be any agreed
fixed number of days in the future. The amount of currency to be exchanged,  the
price at which the  exchange  will take place,  and the date of the exchange are
negotiated  when the fund enters into the contract and are fixed for the term of
the  contract.  Forward  contracts are traded in an interbank  market  conducted
directly between  currency  traders  (usually large commercial  banks) and their
customers.  A forward  contract  generally  has no  deposit  requirement  and is
consummated without payment of any commission.  However, the fund may enter into
forward contracts with deposit requirements or commissions.

At the  maturity of a forward  contract,  the fund may  complete the contract by
paying for and receiving the underlying  currency,  may seek to roll forward its
contractual  obligation by entering into an  "offsetting"  transaction  with the
same  currency  trader  and  paying or  receiving  the  difference  between  the
contractual  exchange rate and the current  exchange  rate. The fund may also be
able  to  enter  into  an  offsetting  contract  prior  to the  maturity  of the
underlying  contract.  This practice is sometimes referred to as "cross hedging"
and may be employed if, for example,  JPMIM  believes that one foreign  currency
(in which a portion of the fund's  foreign  currency  holdings are  denominated)
will  change in value  relative  to the U.S.  dollar  differently  than  another
foreign  currency.  There is no assurance that offsetting  transactions,  or new
forward contracts, will always be available to the fund.

Investors  should  realize that the use of forward  contracts does not eliminate
fluctuations in the underlying  prices of the securities.  Such contracts simply
establish a rate of exchange  that the fund can achieve at some future  point in
time.  Additionally,  although such  contracts tend to minimize the risk of loss
due to  fluctuations  in the value of the hedged  currency  when used as a hedge
against  foreign  currency  declines,  at the same  time  they tend to limit any
potential gain which might result from the change in the value of such currency.

Because  investments in, and redemptions from, the fund will be in U.S. dollars,
JPMIM  expects  that the  fund's  normal  investment  activity  will  involve  a
significant  amount of currency  exchange.  For  example,  the fund may exchange
dollars  for its  underlying  foreign  currencies  for  dollars in order to meet
shareholder  redemption  requests or to pay expenses.  These transactions may be
executed in the spot or forward markets.

In  addition,  the fund  may  combine  forward  transactions  in its  underlying
currency with investments in U.S. dollar-denominated  instruments, in an attempt
to construct an investment position whose overall performance will be similar to
that of a security  denominated  in its  underlying  currency.  If the amount of
dollars to be exchanged is properly  matched with the  anticipated  value of the
dollar-denominated  securities, the fund should be able to "lock in" the foreign
currency value of the securities,  and the fund's overall investment return from
the combined  position should be similar to the return from purchasing a foreign
currency-denominated  instrument. This is sometimes referred to as a "synthetic"
investment position or a "position hedge."

The execution of a synthetic  investment  position may not be successful.  It is
impossible  to  forecast  with  absolute  precision  what the dollar  value of a
particular   security   will  be  at  any  given   time.   If  the  value  of  a
dollar-denominated  security is not exactly  matched with the fund's  obligation
under the forward  contract on the  contract's  maturity  date,  the fund may be
exposed to some risk of loss from fluctuation of the dollar. Although JPMIM will
attempt to hold such  mismatchings to a minimum,  there can be no assurance that
JPMIM will be successful in doing so.


When-Issued and Forward Commitment Agreements
The fund may engage in municipal  securities  transactions  on a when-issued  or
forward commitment basis in which the transaction price and yield are each fixed
at the time the  commitment is made,  but payment and delivery occur at a future
date (typically 15 to 45 days later).

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

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

As an operating policy, no fund will commit more than 50% of its total assets to
when-issued or forward  commitment  agreements.  If fluctuations in the value of
securities  held cause more than 50% of a fund's  total  assets to be  committed
under when-issued or forward  commitment  agreements,  the advisor need not sell
such agreements, but it will be restricted from entering into further agreements
on  behalf  of the  fund  until  the  percentage  of  assets  committed  to such
agreements is below 50% of total assets.


Short-Term Securities
Under certain  circumstances,  the fund may invest in short-term U.S. government
securities, including money market instruments (short-term securities).

Except as otherwise required for temporary defensive purposes,  the advisor does
not  expect  the fund to  invest  more than 35% of total  assets  in  short-term
securities.

Pursuant to an  exemptive  order from the  Securities  and  Exchange  Commission
(SEC), the fund may invest in shares of money market funds,  including  American
Century's money market funds,  to facilitate  cash management  provided that the
investment is consistent with the fund's  investment  policies and restrictions.
The fund may  invest  up to 5% of its total  assets  in  shares of money  market
funds.


Futures and Options
The fund may enter  into  futures  contracts,  options  or  options  on  futures
contracts. 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. The fund does not use futures and options transactions
for speculative purposes.

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.

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.  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.

Although  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).

To initiate and maintain open positions in a futures  contract,  a fund would be
required to make a good faith margin  deposit in cash or  government  securities
with a futures  broker or  custodian.  A margin  deposit is  intended  to assure
completion of the contract  (delivery or acceptance of the underlying  security)
if it is not terminated  prior to the specified  delivery date.  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.

Once a futures contract position is opened,  the value of the contract is marked
to market daily.  If the futures  contract  price changes to the extent that the
margin on deposit does not satisfy margin  requirements,  the contract holder is
required to pay additional variation margin. Conversely, changes in the contract
value may reduce the required margin,  resulting in a repayment of excess margin
to the  contract  holder.  Variation  margin  payments  are  made to or from the
futures  broker for as long as the contract  remains open and do not  constitute
margin transactions for purposes of the fund's investment restrictions.

+ Purchasing Put and Call Options
By purchasing a put option,  the fund obtains the right (but not the obligation)
to sell the option's  underlying  instrument at a fixed strike price.  In return
for this right,  the fund pays the current market price for the option (known as
the option  premium).  Options have  various  types of  underlying  instruments,
including  specific  securities,  indices  of  securities  prices,  and  futures
contracts.  The fund may terminate its position in a put option it has purchased
by allowing it to expire or by exercising  the option.  If the option is allowed
to expire,  the fund will lose the entire premium it paid. If the fund exercises
the option,  it completes  the sale of the  underlying  instrument at the strike
price.  The fund may also  terminate a put option  position by closing it out in
the secondary market at its current price if a liquid secondary market exists.

The buyer of a typical  put  option  can  expect to  realize a gain if  security
prices fall substantially.  However,  if the underlying  instrument's price does
not fall enough to offset the cost of  purchasing  the  option,  a put buyer can
expect to suffer a loss (limited to the amount of the premium paid, plus related
transaction costs).

The features of call options are  essentially  the same as those of put options,
except that the purchaser of a call option obtains the right to purchase, rather
than sell, the underlying  instrument at the option's strike price. A call buyer
typically attempts to participate in potential price increases of the underlying
instrument  with risk limited to the cost of the option if security prices fall.
At the same time,  the buyer can expect to suffer a loss if  security  prices do
not rise sufficiently to offset the cost of the option.

+ Writing Put and Call Options
If the fund writes a put option,  it takes the opposite side of the  transaction
from the  option's  purchaser.  In return for receipt of the  premium,  the fund
assumes  the  obligation  to pay the strike  price for the  option's  underlying
instrument  if the other party  chooses to exercise the option.  When writing an
option on a futures contract,  the fund will be required to make margin payments
to a broker or custodian as described above for futures contracts.  The fund may
seek to  terminate  its  position in a put option it writes  before  exercise by
closing out the option in the secondary market at its current price. However, if
the  secondary  market is not liquid for a put option the fund has written,  the
fund must  continue to be  prepared to pay the strike  price while the option is
outstanding,  regardless of price changes, and must continue to set aside assets
to cover its position.

If security prices rise, a put writer would generally expect to profit, although
the gain would be limited to the amount of the  premium  received.  If  security
prices  remain the same over time,  the writer would likely also profit by being
able to close out the option at a lower price.  If security prices fall, the put
writer  would  expect to suffer a loss.  This loss  should be less than the loss
from purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.

Writing  a call  option  obligates  the  fund to sell or  deliver  the  option's
underlying  instrument  in return for the  strike  price  upon  exercise  of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy  if prices  remain  the same or fall.  Through  receipt  of the  option
premium,  a call writer  mitigates the effects of a price  decline.  At the same
time,  because  a call  writer  must  be  prepared  to  deliver  the  underlying
instrument  in return for the strike price even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

+ Combined Positions
The fund may purchase and write options in combination  with one another,  or in
combination  with  futures or forward  contracts,  to adjust the risk and return
characteristics  of the overall position.  For example,  the fund may purchase a
put  option  and  write a call  option  on the  same  underlying  instrument  to
construct a combined position whose risk and return  characteristics are similar
to selling a futures contract.  Another possible combined position would involve
writing a call  option at one strike  price and buying a call  option at a lower
price  to  reduce  the  risk  of the  written  call  option  in the  event  of a
substantial price increase.  Because combined options positions involve multiple
trades,  they result in higher  transaction  costs and may be more  difficult to
open and close out.

+ Over-the-Counter Options
Unlike  exchange-traded  options,  which are  standardized  with  respect to the
underlying  instrument,  expiration  date,  contract size, and strike price, the
terms of  over-the-counter  ("OTC")  options  (options not traded on  exchanges)
generally are established through negotiation with the other party to the option
contract.  While this type of arrangement allows the fund greater flexibility to
tailor an option to its needs, OTC options generally involve greater credit risk
than exchange-traded options, which are guaranteed by the clearing organizations
of the exchanges where they are traded.  The risk of illiquidity is also greater
with OTC  options  because  these  options  generally  can be closed out only by
negotiation with the other party to the option.

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

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

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

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

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

+ Correlation Of Price Changes
Because  there are a  limited  number of types of  exchange-traded  futures  and
options contracts,  it is likely that the standardized  contracts available will
not match the fund's current or anticipated  investments  exactly.  The fund may
invest in futures and  options  contracts  based on  securities  with  different
issuers,  maturities,  or other  characteristics from the securities in which it
typically invests (for example, by hedging  intermediate-term  securities with a
futures  contract based on an index of long-term  bond prices);  this involves a
risk that the  futures  position  will not track the  performance  of the fund's
other investments.

Options  and  futures  prices can  diverge  from the prices of their  underlying
instruments  even if the underlying  instruments  correlate well with the fund's
investments.  Options and futures prices are affected by factors such as current
and  anticipated  short-term  interest  rates,  changes  in  volatility  of  the
underlying instrument,  and the time remaining until expiration of the contract,
which may not affect  security  prices the same way.  Imperfect  correlation may
also result from differing  levels of demand in the options and futures  markets
and securities markets,  from structural  differences in how options and futures
and  securities are traded,  or from the  imposition of daily price  fluctuation
limits or trading  halts.  The fund may  purchase  or sell  options  and futures
contracts  with a greater or lesser value than the securities it wishes to hedge
or intends to purchase in an effort to compensate for  differences in volatility
between the contract and the securities,  although this may not be successful in
all  cases.  If price  changes in the fund's  options or futures  positions  are
poorly correlated with its other investments,  the positions may fail to produce
anticipated  gains or  result in  losses  that are not  offset by gains in other
investments.

+ Futures and Options Contracts Relating to Foreign Currencies
The fund may purchase and sell currency  futures and purchase and write currency
options to increase or decrease its exposure to different foreign currencies.  A
fund may also purchase and write  currency  options in connection  with currency
futures or forward contracts.

Currency futures contracts are similar to forward currency  exchange  contracts,
except that they are traded on exchanges  and have standard  contract  sizes and
delivery dates.  Most currency futures contracts call for payment or delivery in
U.S. dollars.

The uses and risks of currency  futures are similar to those of futures relating
to securities or indices,  as described  above.  Currency  futures values can be
expected to correlate  with  exchange  rates,  but may not reflect other factors
that affect the value of the fund's investments.  A currency hedge, for example,
should protect a  German-mark-denominated  security from a decline in the German
mark, but it will not protect the fund against a price decline  resulting from a
deterioration in the issuer's creditworthiness.

+ Liquidity of Futures Contracts and Options
There  is no  assurance  that a  liquid  secondary  market  will  exist  for any
particular  futures contract or option at any particular time.  Options may have
relatively low trading volume and liquidity if their strike prices are not close
to the  underlying  instrument's  current  price.  In  addition,  exchanges  may
establish daily price  fluctuation  limits for futures contracts and options and
may halt  trading if a contract's  price moves upward or downward  more than the
limit on a given day. On volatile trading days when the price  fluctuation limit
is reached or a trading halt is imposed,  it may be  impossible  for the fund to
enter into new  positions  or close out  existing  positions.  If the  secondary
market for a contract  was not liquid,  because of price  fluctuation  limits or
otherwise,  prompt  liquidation of unfavorable  positions  could be difficult or
impossible,  and the fund could be required to continue holding a position until
delivery  or  expiration  regardless  of  changes  in  its  value.  Under  these
circumstances,  the fund's  access to assets held to cover its future  positions
could also be impaired.

Futures  and  options  trading  on foreign  exchanges  may not be  regulated  as
effectively  as similar  transactions  in the U.S. and may not involve  clearing
mechanisms or guarantees  similar to those  available in the U.S. The value of a
futures  contract  or  option  traded  on a foreign  exchange  may be  adversely
affected by the imposition of different  exercise and settlement terms,  trading
procedures, and margin requirements, and lesser trading volume.

* Restrictions on the Use of Futures Contracts and Options
The fund may enter  into  futures  contracts,  options  or  options  on  futures
contracts.

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

The fund intends to comply with tax rules  applicable  to  regulated  investment
companies,  including  a  requirement  that  capital  gains  from  the  sale  of
securities  held less than  three  months  constitute  less than 30% of a fund's
gross income for each fiscal year.  Gains on some futures  contracts and options
are included in this 30% calculation,  which may limit the fund's investments in
such instruments.

Financial  futures or options purchased or sold by the fund will be standardized
and traded through the facilities of a U.S. or foreign securities association or
listed on a U.S. or foreign securities or commodities exchange,  board of trade,
or similar entity, or quoted on an automatic  quotation system,  except that the
fund may effect  transactions  in  over-the-counter  options  with  primary U.S.
government  securities  dealers  recognized  by the Federal  Reserve Bank of New
York. In addition,  the fund has undertaken to limit aggregate  premiums paid on
all  options  purchased  by the  fund to no more  than 20% of the  fund's  total
assets.


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

For purposes of the fund's investment restrictions,  the party identified as the
"issuer"  of a  municipal  security  depends on the form and  conditions  of the
security.  When the assets and revenues of a political  subdivision are separate
from those of the government  that created the  subdivision  and the security is
backed only by the assets and revenues of the  subdivision,  the  subdivision is
deemed the sole  issuer.  Similarly,  in the case of an  Industrial  Development
Bond,   if  the  bond  were  backed  only  by  the  assets  and  revenues  of  a
non-governmental  user,  the  non-governmental  user  would be  deemed  the sole
issuer. If, in either case, the creating government or some other entity were to
guarantee the security,  the guarantee  would be considered a separate  security
and treated as an issue of the guaranteeing entity.


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

- ----------------- --------------------------------------------------------------
Subject           Policies
- ----------------- --------------------------------------------------------------
Senior            The fund may not issue senior securities,  except as permitted
Securities        under the Investment Company Act.

Borrowing         The fund may not borrow money, except that the fund may borrow
                  money for temporary or emergency  purposes (not for leveraging
                  or  investment)  in an amount  not  exceeding  33-1/3%  of the
                  fund's  total  assets  (including  the amount  borrowed)  less
                  liabilities (other than borrowings).

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

Concentration     The 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      The 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       The 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           The fund may not invest for  purposes  of  exercising  control
                  over management.
- ----------------- --------------------------------------------------------------

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


Nonfundamental Investment Policies
In  addition,  the  fund  is  subject  to the  following  additional  investment
restrictions  that  are not  fundamental  and may be  changed  by the  Board  of
Trustees.

- ----------------- --------------------------------------------------------------
Subject           Policies
- ----------------- --------------------------------------------------------------
Diversification   The fund, to meet federal tax requirements  for  qualification
                  as a "regulated  investment company," limits its investment so
                  that at the close of each  quarter of its  taxable  year:  (i)
                  with regard to at least 50% of total  assets,  no more than 5%
                  of total  assets are  invested in the  securities  of a single
                  issuer, and (ii) no more than 25% of total assets are invested
                  in the securities of a single issuer. Limitations (i) and (ii)
                  do not apply to "Government securities" as defined for federal
                  tax  purposes.  The fund does not,  with respect to 75% of its
                  total assets,  currently  intend to purchase the securities of
                  any issuer (other than securities  issued or guaranteed by the
                  U.S.  government or any of its agencies or  instrumentalities)
                  if, as a result  thereof,  the fund would own more than 10% of
                  the outstanding voting securities of such issuer.


Liquidity         The  fund  may not  purchase  any  security  or  enter  into a
                  repurchase agreement if, as a result, more than 15% of its net
                  assets  would  be  invested  in  repurchase   agreements   not
                  entitling  the  holder to payment of  principal  and  interest
                  within  seven  days 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       The 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            The 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.
- ----------------- --------------------------------------------------------------

TEMPORARY DEFENSIVE MEASURES
For temporary defensive purposes, the fund may invest in securities that may not
fit its investment objective or its stated market.  During a temporary defensive
period, the fund may direct its assets to the following investment vehicles:

>>  interest-bearing bank accounts or Certificates of Deposit

>>  U.S. government securities and repurchase agreements  collateralized by U.S.
    government securities

>>  money market funds


PORTFOLIO TURNOVER
Under normal  conditions,  the fund's annual portfolio turnover rates may exceed
150%.  Because  a higher  turnover  rate  increases  transaction  costs  and may
increase  taxable  capital  gains,  the advisor  carefully  weighs the potential
benefits of short-term investing against these considerations.

The fund's portfolio turnover rates are listed in the Financial Highlights table
in the Prospectus.  Because of the short-term  nature of the money market funds'
investments,  portfolio  turnover rates are not generally used to evaluate their
trading activities.


TRANSACTIONS WITH SUBADVISOR AFFILIATES
As  described  in further  detail under the section  titled  "MANAGEMENT,"  J.P.
Morgan Investment Management, Inc. (JPMIM) is subadvisor to the fund pursuant to
an agreement with American Century Investment Management, Inc.

JPMIM,  Morgan  Guaranty  Trust  Company of New York ("Morgan  Guaranty"),  J.P.
Morgan  Securities  Inc., and J.P.  Morgan  Securities  Limited are wholly owned
subsidiaries  of  J.P.  Morgan  &  Co.   Incorporated,   hereafter  referred  to
collectively as "Morgan affiliates."

J. P. Morgan Securities Inc. is a broker-dealer registered with the SEC and is a
member of the National  Association  of  Securities  Dealers.  It is active as a
dealer in U.S.  government  securities  and an underwriter of and dealer in U.S.
government agency securities and money market instruments.

J.P.   Morgan   Securities   Limited   underwrites,   distributes,   and  trades
international  securities,  including  Eurobonds,  commercial paper, and foreign
government  bonds.  J.P. Morgan & Co.  Incorporated  issues commercial paper and
long-term debt  securities.  Morgan  Guaranty and some of its  affiliates  issue
certificates of deposit and create bankers' acceptances.

To the extent that the fund invests a portion of its assets in such obligations,
it will not invest in securities issued or created by Morgan affiliates.

Certain  activities of Morgan  affiliates may affect the fund's portfolio or the
markets for securities in which the fund invests.  In particular,  activities of
Morgan  affiliates may affect the prices of securities  held by the fund and the
supply of issues  available for purchase by the fund.  Where a Morgan  affiliate
holds a large portion of a given issue,  the price at which that issue is traded
may influence the price of similar  securities  the fund holds or is considering
purchasing.

The fund will not purchase securities  directly from Morgan affiliates,  and the
size of  Morgan  affiliates'  holdings  may  limit the  selection  of  available
securities in a particular  maturity,  yield, or price range.  The fund will not
execute any transactions  with Morgan  affiliates and will use only unaffiliated
broker-dealers.  In addition,  the fund will not purchase any securities of U.S.
government  agencies during the existence of an underwriting or selling group of
which a Morgan affiliate is a member, except to the extent permitted by law.

The  fund's  ability  to  engage  in  transactions  with  Morgan  affiliates  is
restricted by the SEC and the Federal Reserve Board. In JPMIM's  opinion,  these
limitations  should not  significantly  impair the fund's  ability to pursue its
investment objectives.  However, there may be circumstances in which the fund is
disadvantaged  by  these  limitations  compared  to  other  funds  with  similar
investment objectives that are not subject to these limitations.

In acting for its fiduciary accounts, including the fund, JPMIM will not discuss
its  investment  decisions  or  positions  with  the  personnel  of  any  Morgan
affiliate.  JPMIM has informed the fund that, in making investment decisions, it
will not obtain or use material, non-public information in the possession of any
division or department of JPMIM or other Morgan affiliates.

The commercial  banking divisions of Morgan Guaranty and its affiliates may have
deposit,  loan,  and other  commercial  banking  relationships  with  issuers of
securities the fund purchases, including loans that may be repaid in whole or in
part with the proceeds of  securities  purchased  by the fund.  Except as may be
permitted  by  applicable  law,  the fund will not  purchase  securities  in any
primary public offering when the prospectus  discloses that the proceeds will be
used to repay a loan from Morgan Guaranty. JPMIM will not cause the fund to make
investments for the direct purpose of benefitting other commercial  interests of
Morgan affiliates at the fund's expense.


MANAGEMENT

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

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

<TABLE>
- --------------------------- ---------- --------------------------------------------------------------------------
                            Position(s)
Name (Age)                  Held       Principal Occupation(s)
Address                     With Fund  During Past 5 Years
- --------------------------- ---------- --------------------------------------------------------------------------
<S>                        <C>         <C>    
Albert A. Eisenstat (68)    trustee    General Partner, Discovery Venturers (venture capital firm, 1996 to
1665 Charleston Road                   present)
Mountain View, CA  94043               Independent Director, Commercial Metals Co. (1982 to present)
                                       Independent Director, Sungard Data Systems (1991 to present) 
                                       Independent Director, Business Objects S/A (software & programming, 1994 
                                       to present)
Ronald J. Gilson (52)       trustee    Charles J. Meyers Professor of Law and Business, Stanford Law School
1665 Charleston Road                   (since 1979)
Mountain View, CA  94043               Marc and Eva Stern Professor of Law and Business, Columbia University
                                       School of Law (since 1992);
                                       Counsel, Marron, Reid & Sheehy (a San Francisco law firm, since 1984)
William M. Lyons* (42)      trustee    President, Chief Operating Officer and Assistant Secretary, ACC
4500 Main Street                       Executive Vice President, Chief Operating Officer and Secretary, ACSC
Kansas City, MO 64111                  and ACIS
Myron S. Scholes (57)       trustee    Principal, Long-Term Capital Management (investment advisor, since 1993)
1665 Charleston Road                   Frank E. Buck Professor of Finance, Stanford Graduate School of Business
Mountain View, CA  94043               (since 1983)
                                       Director, Dimensional Fund Advisors (investment advisor, since 1982)
                                       Director, Smith Breeden Family of Funds (since 1992)
                                       Managing Director, Salomon Brothers Inc. (securities brokerage, 1991 to
                                       1993)
Kenneth E. Scott (69)       trustee    Ralph M. Parsons Professor of Law and Business, Stanford Law School
1665 Charleston Road                   (since 1972)
Mountain View, CA  94043               Director, RCM Capital Funds, Inc. (since 1994)
Isaac Stein (51)            trustee    Director, Raychem Corporation (electrical equipment, since 1993)
1665 Charleston Road                   President, Waverley Associates, Inc. (private investment firm, since
Mountain View, CA  94043               1983)
                                       Director, ALZA Corporation (pharmaceuticals, since 1987).
                                       Trustee, Stanford University (since 1994)
                                       Chairman, Stanford Health Services (since 1994)
James E. Stowers III* (39)  trustee,   Chief Executive Officer and Director, ACC
4500 Main Street            Chairman   President, Chief Executive Officer and Director, ACSC and ACIS
Kansas City, MO 64111       of the
                            Board
Jeanne D. Wohlers (53)      trustee    Director and Partner,  Windy Hill Productions,  LP (edutainment software, 
1665 Charleston Road                   1994-present) 
Mountain View, CA                      Director, Quintus Corporation, (automation solutions, 1995-present)
94043                                  Vice President and Chief Financial Officer, Sybase, Inc. (software
                                       company, 1988 to 1992)
- --------------------------- ---------- --------------------------------------------------------------------------

Committees
The Board has three  committees  to oversee  specific  functions  of the Trust's
operations.  Only independent  trustees serve on these  committees.  Information
about these committees appears in the table below:

- ------------------ ------------------- --------------------------------------------------------------------------
Committee          Members             Function of Committee
- ------------------ ------------------- --------------------------------------------------------------------------
Audit              Albert A.           The Audit Committee selects and oversees the activities of the Trust's
                   Eisenstat           independent auditor. The Committee receives reports from the advisor's
                   Kenneth E. Scott    Internal Audit Department, which is accountable solely to the Committee.
                   Jeanne D. Wohlers   The Committee also receives reporting about compliance matters affecting
                                       the Trust.
Nominating         Albert A.           The Nominating Committee primarily considers and recommends individuals 
                   Eisenstat           for nomination as trustees. The names of potential trustee candidates 
                   Ronald J. Gilson    are drawn from a number of sources, including recommendations from 
                   Myron S. Scholes    members of the Board, management and shareholders. This committee also 
                   Kenneth E. Scott    reviews and makes recommendations to the Board with respect to the 
                   Isaac Stein         composition of Board committees and other Board-related matters, 
                   Jeanne D. Wohlers   including its organization, size, composition, responsibilities,
                                       functions and compensation.
Portfolio          Ronald J. Gilson    The Portfolio Committee reviews quarterly the investment activities and
                   Myron S. Scholes    strategies used to manage fund assets. The Committee regularly receives
                   Isaac Stein         reports from portfolio managers, credit analysts and other investment
                                       personnel concerning the fund's investments.
Quality of         Ronald J. Gilson    The Quality of Service Committee reviews the level and quality of
Service            Myron S. Scholes    transfer agent and administrative services provided to the fund and its
                   Isaac Stein         shareholders. It receives and reviews reports comparing those services
                                       to fund competitors and seeks to improve such services where feasible
                                       and appropriate.
- ------------------ ------------------- --------------------------------------------------------------------------
</TABLE>

Compensation of Trustees
The  trustees  also serve as trustees for six (6)  American  Century  investment
companies other than American Century  California  Tax-Free and Municipal Funds.
Each  trustee  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
seven such companies based on a schedule that is based on the number of meetings
held and the assets of the fund for which the meetings are held.  These fees and
expenses are divided among the seven  investment  companies based, in part, upon
their relative net assets.  Under the terms of the management agreement with the
advisor, the funds are responsible for paying such fees and expenses.

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

<TABLE>
<CAPTION>
AGGREGATE TRUSTEE COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 1998
- --------------------- ---------------------- ------------------- ------------------ ---------------------
                                                                                     Total Compensation
                                                 Pension or      Estimated Annual         from the
                       Total Compensation        Retirement        Benefits Upon      American Century
Name of Trustee               from            Benefits Accrued      Retirement        Family of Funds
                            the Funds         as Part of Fund
                                                  Expenses
- --------------------- ---------------------- ------------------- ------------------ ---------------------
<S>                    <C>                    <C>                <C>                 <C>
Albert A. Eisenstat             $                   N/A                 N/A                  $
Ronald J. Gilson                $                   N/A                 N/A                  $
Myron S. Scholes                $                   N/A                 N/A                  $
Kenneth E. Scott                $                   N/A                 N/A                  $
Isaac Stein                     $                   N/A                 N/A                  $
Jeanne D. Wohlers               $                   N/A                 N/A                  $
- --------------------- ---------------------- ------------------- ------------------ ---------------------
</TABLE>

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

Under the plan, all deferred fees are credited to an account  established in the
name of the  trustees.  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  trustee.  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.  trustees are allowed to change their  designation of mutual funds from
time to time.

No deferred  fees are payable until such time as a trustee  resigns,  retires or
otherwise  ceases to be a member of the Board of Trustees.  trustees 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 trustee,  all remaining deferred fee account balances are paid to
the trustee's beneficiary or, if none, to the trustee's estate.

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

No deferred  fees were paid to any trustee under the plan during the fiscal year
ended August 31, 1998.


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

<TABLE>
- --------------------------- ---------- ---------------------------------------------------------------------------
                            Position(s)
Name (Age)                  Held       Principal Occupation(s)
Address                     With Fund  During Past 5 Years
- --------------------------- ---------- ---------------------------------------------------------------------------
<S>                        <C>         <C>                                
George A. Rio (43)          President  Executive Vice President and Director of Client Services, FDI (March 1998
4500 Main Street                       to present).
Kansas City, Missouri                  Senior Vice President and Senior Key Account Manager, Putnam Mutual Funds
64111                                  (June 1995 to March 1998)
                                       Director Business Development, First Data Corporation (May 1994 to June 1995)
                                       Senior Vice President and Manager of Client Services and Director of Internal
                                       Audit, The Boston Company, Inc. (September 1983 to May 1994)

Mary A. Nelson (33)         Vice       Vice President and Manager of Treasury Services and Administration,  FDI, 
4500 Main Street            President  (1994 to present) Kansas City,
Missouri                               Assistant Vice President and Client Manager, The Boston Company, Inc.
64111                                  (1989 to 1994)

Maryanne Roepke, CPA (42)   Vice       Vice President, Treasurer and Principal Accounting Officer, ACSC
4500 Main Street            President
Kansas City, Missouri       and
64111                       Treasurer

Patrick A. Looby (39)       Vice       Vice President and Assistant General Counsel, ACSC
4500 Main Street            President
Kansas City, MO 64111

Christopher J. Kelley (33)  Vice       Vice President and Associate General Counsel, FDI (since July 1996)
4500 Main Street            President  Assistant Counsel, Forum Financial Group (April 1994 to July 1996)
Kansas City, MO 64111                  Compliance Officer, Putnam Investments (1992 to April 1994)

Douglas A. Paul (51)        Secretary  Vice President and Associate General Counsel, ACSC
1665 Charleston Road        and Vice
Mountain View, CA  94043    President

C. Jean Wade (34)           Controller Controller--Fund Accounting, ACSC
4500 Main Street
Kansas City, MO 64111
- --------------------------- ---------- ---------------------------------------------------------------------------
</TABLE>

THE FUND'S BIGGEST SHAREHOLDERS
As of Decmber 31, 1998,  the following  companies were the record owners of more
than 5% of a fund's outstanding shares:

- --------------- ------------------------------ ---------------- -----------
                                                                % of
                                                                Shares
Fund            Shareholder                      # of Shares    Out-standing
                                                    Held
- --------------- ------------------------------ ---------------- -----------
                Charles Schwab & Co.                      ????        ???%
                101 Montgomery Street
                San Francisco, CA 94101
- --------------- ------------------------------ ---------------- -----------

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


SERVICE PROVIDERS
The fund has no employees.  To conduct its day-to-day activities,  the Trust has
hired a number of  service  providers.  Each  service  provider  has a  specific
function to fill on behalf of the Trust and is described below.

The  advisor  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
common stock.


INVESTMENT ADVISOR
The fund has an  investment  management  agreement  with the  advisor,  American
Century  Investment  Management,  Inc., dated August 1, 1997. This agreement was
approved by the shareholders of the fund on July 30, 1997.

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

For the services provided to the funds, the advisor receives a monthly fee based
on a percentage of the average net assets of the fund.  The annual rate at which
this fee is assessed is determined  monthly in a two-step process:  First, a fee
rate  schedule  is applied  to the assets of all of the funds of its  investment
category  managed by the advisor (the  "Investment  Category Fee"). For example,
when calculating the fee for a money market fund, all of the assets of the money
market  funds  managed  by the  advisor  are  aggregated.  The three  investment
categories  are money  market  funds,  bond funds and equity  funds.  Second,  a
separate fee rate  schedule is applied to the assets of all of the funds managed
by the advisor (the "Complex Fee"). The Investment  Category Fee and the Complex
Fee are then added to determine the unified  management  fee payable by the fund
to the advisor.

The  schedules  by which the  Investment  Category  Fees are  determined  are as
follows:

                                       -------------------- -------------------
INVESTMENT CATEGORY FEE SCHEDULE FOR   Category Assets             Fee Rate
                                       -------------------- -------------------
>>       International Bond            First $1 billion            0.6100%
                                       Next $1 billion             0.5580%
                                       Next $3 billion             0.5280%
                                       Next $5 billion             0.5080%
                                       Next $15 billion            0.4950%
                                       Next $25 billion            0.4930%
                                       Thereafter                  0.4925%
                                       -------------------- -------------------



The Complex Fee is determined according to the schedule on the right.

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  by a  fraction,  the  numerator  of which  is the  number  of days in the
previous month and the denominator of which is 365 (366 in leap years).

The  management  agreement  shall  continue  in effect  until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (1) the funds'
Board of Trustees, or by the vote of a majority of outstanding votes (as defined
in the Investment Company Act) and (2) by the vote of a majority of the trustees
of the funds who are not parties to the agreement or  interested  persons of the
advisor,  cast in person at a meeting  called for the  purpose of voting on such
approval.

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

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

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

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

The subadvisor may aggregate purchase and sale orders of the funds with purchase
and sale orders of its other  clients  when the  subadvisor  believes  that such
aggregation  provides  the best  execution  for the fund.  The  fund's  Board of
Trustees has approved the policy of the advisor and  subadvisor  with respect to
the aggregation of portfolio  transactions.  Where portfolio  transactions  have
been  aggregated,  the fund  participates  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 subadvisor will not aggregate portfolio  transactions of the
fund unless it believes such  aggregation  is  consistent  with its duty to seek
best execution on behalf of the fund and the terms of the management  agreement.
The subadvisor  receives no additional  compensation or remuneration as a result
of such aggregation.

Prior to August 1, 1997, Benham Management  Corporation served as the investment
advisor to the fund. Benham  Management  Corporation was merged into the advisor
in late 1997.

Investment  management fees paid by the fund for the fiscal periods ended August
31, 1998, 1997 and 1996, are indicated in the following  table.  Fee amounts are
net of amounts  reimbursed  or  recouped  under the funds'  previous  investment
advisory agreement with Benham Management Corporation.

MANAGEMENT FEES
<TABLE>
- ---------------------------------- --------------------- --------------------- ----------------------
<S>                                        <C>                   <C>                   <C> 
Fund                                       1998                  1997                  1996
- ---------------------------------- --------------------- --------------------- ----------------------
California High-Yield Municipal
- ---------------------------------- --------------------- --------------------- ----------------------
</TABLE>


The  investment  management  agreement  provides  that the manager may  delegate
certain responsibilities under the agreement to a subadvisor.  Currently,  JPMIM
serves as  subadvisor  to the fund under a  subadvisory  agreement  between  the
manager and JPMIM dated  August 1, 1997,  that was approved by  shareholders  on
July 30,  1997.  This  superseded  subadvisory  agreements  dated  June 1, 1995,
December 31, 1991, and June 1, 1994. The subadvisory  agreement continues for an
initial   period  of  two  years  and  thereafter  so  long  as  continuance  is
specifically  approved  by vote of a majority of the fund's  outstanding  voting
securities or by vote of a majority of the fund's Trustees, including a majority
of those  Trustees  who are  neither  parties to the  agreement  nor  interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such  approval.  The  subadvisory  agreement is subject to termination
without  penalty  on 60  days'  written  notice  by the  manager,  the  Board of
Trustees,  or a majority of the fund's  outstanding shares or 12 months' written
notice  by  JPMIM  and  will  terminate  automatically  in the  event of (i) its
assignment or (ii) termination of the investment  advisory agreement between the
fund and the manager.

The subadvisory agreement provides that JPMIM will make investment decisions for
the fund in  accordance  with the fund's  investment  objective,  policies,  and
restrictions, and whatever additional written guidelines it may receive from the
manager from time to time. For these services,  the manager pays JPMIM a monthly
fee at an annual rate of .20% of the fund's  average daily net assets up to $200
million; and .15% of average daily net assets over $200 million.  Under the 1991
subadvisory agreement, the manager paid JPMIM a monthly fee at an annual rate of
 .25% of average daily net assets up to $200  million,  and .05% of average daily
net assets in excess of $200 million, with a minimum annual fee of $250,000.

For the fiscal years ended  December 31, 1998,  1997 and 1996,  the manager paid
JPMIM subadvisory fees as listed in the following table:

JPMIM Subadvisory Fees

1998     $???????

1997     $315,813

1996     $470,287


Other Advisory Relationships
In addition  to  managing  the funds,  the  advisor  also acts as an  investment
advisor to 12 institutional  accounts and to the following registered investment
companies:

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


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

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


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

Prior to August 1, 1997, the funds paid American  Century  Services  Corporation
directly for its services as transfer agent and administrative services agent.

Administrative  service and transfer  agent fees paid by the fund for the fiscal
years ended August 31, 1997 and 1996,  are  indicated  in the table  below.  Fee
amounts are net of expense limitations.

  ADMINISTRATIVE FEES
- ------------------------------------------- ----------------- ------------------
Fund                                          Fiscal 1997        Fiscal 1996
- ------------------------------------------- ----------------- ------------------
International Bond
- ------------------------------------------- ----------------- ------------------
  TRANSFER AGENT FEES
- ------------------------------------------- ----------------- ------------------
Fund                                          Fiscal 1997        Fiscal 1996
- ------------------------------------------- ----------------- ------------------
International Bond
- ------------------------------------------- ----------------- ------------------

OTHER SERVICE PROVIDERS

Custodian Banks
Chase Manhattan Bank, 770 Broadway,  10th Floor,  New York, New York 10003-9598,
and Commerce Bank, N.A., 1000 Walnut,  Kansas City,  Missouri 64105, each serves
as  custodian  of the  assets  of the  funds.  The  custodians  take  no part in
determining the investment policies of the funds or in deciding which securities
are purchased or sold by the funds.  The funds,  however,  may invest in certain
obligations of the custodians and may purchase or sell certain  securities  from
or to the custodians.


Independent Auditors
PricewaterhouseCoopers  LLP is the independent auditor of the funds. The address
of  PricewaterhouseCoopers  LLP is City Center Square,  1100 Main Street,  Suite
900, Kansas City, Missouri 64105-2140.  As the independent auditor of the funds,
PricewaterhouseCoopers  provides  services  including  (1)  audit of the  annual
financial  statements,  (2) assistance and  consultation  in connection with SEC
filings  and (3) review of the annual  federal  income tax return  filed for the
fund.


BROKERAGE ALLOCATION
Under the management  agreement  between the funds and the advisor and under the
Subadvisory Agreement between the advisor and the subadvisor, the subadvisor has
the  responsibility  of  selecting  brokers  and  dealers to  execute  portfolio
transactions.  In many  transactions,  the  selection of the broker or dealer is
determined by the  availability of the desired  security and its offering price.
In other  transactions,  the  selection of broker or dealer is a function of the
selection  of  market  and the  negotiation  of price,  as well as the  broker's
general  execution and  operational  and financial  capabilities  in the type of
transaction  involved.  The subadvisor  will seek to obtain prompt  execution of
orders at the most  favorable  prices or yields.  The  subadvisor  may choose to
purchase and sell portfolio  securities to and from dealers who provide services
or  research,  statistical  and  other  information  to  the  funds  and  to the
subadvisor.  Such information or services will be in addition to and not in lieu
of the services required to be performed by the subadvisor,  and the expenses of
the  subadvisor  will not  necessarily  be reduced as a result of the receipt of
such supplemental information.


INFORMATION ABOUT FUND SHARES
The  Declaration  of Trust  permits the Board of Trustees to issue an  unlimited
number of full and fractional  shares of beneficial  interest without par value,
which may be issued in series  (or  funds).  Shares  issued  are fully  paid and
nonassessable and have no preemptive, conversion or similar rights.

Each fund votes separately on matters  affecting that fund  exclusively.  Voting
rights  are not  cumulative,  so that  investors  holding  more  than 50% of the
Trust's (i.e.,  all funds')  outstanding  shares may be able to elect a Board of
Trustees.  The Trust instituted  dollar-based voting, meaning that the number of
votes you are  entitled to is based upon the dollar  amount of your  investment.
The  election of trustees is  determined  by the votes  received  from all Trust
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.

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

Shareholders   of  a   Massachusetts   business   trust  could,   under  certain
circumstances,  be held  personally  liable for its  obligations.  However,  the
Declaration of Trust contains an express disclaimer of shareholder liability for
acts or  obligations  of the Trust.  The  Declaration of Trust also provides for
indemnification and reimbursement of expenses of any shareholder held personally
liable for obligations of the Trust.  The Declaration of Trust provides that the
Trust  will,  upon  request,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Trust and satisfy  any  judgment
thereon.  The Declaration of Trust further  provides that the Trust may maintain
appropriate insurance (for example,  fidelity,  bonding and errors and omissions
insurance)  for  the  protection  of  the  Trust,  its  shareholders,  trustees,
officers,  employees and agents to cover  possible  tort and other  liabilities.
Thus,  the  risk  of a  shareholder  incurring  financial  loss as a  result  of
shareholder  liability  is limited  to  circumstances  in which both  inadequate
insurance exists and the Trust is unable to meet its obligations.

The assets  belonging to each fund or class of shares are held separately by the
custodian and the shares of each fund or class  represent a beneficial  interest
in the principal, earnings and profit (or losses) of investment and other assets
held for each fund or class.  Your rights as a shareholder  are the same for all
funds or class of securities  unless otherwise  stated.  Within their respective
fund or class, all shares have equal redemption rights. Each share, when issued,
is fully paid and non-assessable.

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

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


MULTIPLE CLASS STRUCTURE
The fund's Board of Trustees has adopted a multiple class plan (the  "Multiclass
Plan")  pursuant to Rule 18f-3  adopted by the SEC.  Pursuant to such plan,  the
fund  may  issue  up  to  three  classes  of  shares:   an  Investor  Class,  an
Institutional  Class and an Advisor Class.  Not all American Century funds offer
all three classes.

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


RULE 12B-1
Rule 12-1  permits an  investment  company to pay expenses  associated  with the
distribution  of its shares in accordance  with a plan adopted by the investment
company's Board of Trustees and approved by its  shareholders.  Pursuant to such
rule,  the Board of Trustees and initial  shareholder  of the Advisor Class have
approved and entered into a Master  Distribution  and Shareholder  Services Plan
(the "Plan").

In adopting  the Plan,  the Board of Trustees  (including a majority of trustees
who are not  "interested  persons"  of the funds [as  defined in the  Investment
Company Act],  hereafter referred to as the "independent  trustees")  determined
that there was a reasonable  likelihood that the Plan would benefit the fund 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
Trustees 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 Trustees  (including a majority of the independent  trustees) annually.
The Plan may be amended by a vote of the Board of Trustees (including a majority
of the  independent  trustees),  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  trustees  or by  vote  of a  majority  of the
outstanding voting securities of the affected class.

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.


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

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

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

Payments may be made for a variety of shareholder services,  including,  but are
not limited to, (a) receiving, aggregating and processing purchase, exchange and
redemption  requests  from  beneficial  owners  (including  contract  owners  of
insurance  products  that utilize the funds as underlying  investment  media) of
shares  and  placing   purchase,   exchange  and  redemption   orders  with  the
Distributor;  (b) providing  shareholders with a service that invests the assets
of their accounts in shares pursuant to specific or pre-authorized instructions;
(c)  processing  dividend  payments  from a fund on behalf of  shareholders  and
assisting  shareholders in changing dividend options,  account  designations and
addresses; (d) providing and maintaining elective services such as check writing
and wire transfer services;  (e) acting as shareholder of record and nominee for
beneficial owners; (f) maintaining account records for shareholders and/or other
beneficial  owners;  (g) issuing  confirmations of  transactions;  (h) providing
subaccoutning  with respect to shares  beneficially  owned by customers of third
parties  or  providing  the   information  to  a  fund  as  necessary  for  such
subaccounting;  (i) preparing and forwarding shareholder communications from the
funds (such as proxies,  shareholder reports,  annual and semi-annual  financial
statements and dividend,  distribution  and tax notices) to shareholders  and/or
other  beneficial  owners;  (j)  providing  other  similar   administrative  and
sub-transfer agency services; and (k) paying "service fees" for the provision of
personal, continuing services to investors, as contemplated by the Rules of Fair
Practice  of the NASD  (collectively  referred  to as  "Shareholder  Services").
Shareholder  Services do not include  those  activities  and  expenses  that are
primarily intended to result in the sale of additional shares of the funds.

Distribution  services include any activity  undertaken or expense incurred that
is  primarily  intended  to result in the sale of Advisor  Class  shares,  which
services  may  include  but  are  not  limited  to,  (a) the  payment  of  sales
commissions,  on going  commissions  and other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (b)  compensation to registered  representatives  or other
employees of  Distributor  who engage in or support  distribution  of the funds'
Advisor Class shares; (c) compensation to, and expenses  (including overhead and
telephone  expenses)  of,   Distributor;   (d)  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the funds'  shareholders and prospective
shareholders;  (f)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information,  and shareholder reports; (g) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (h) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (i)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (j) the  providing of other  reasonable  assistance in
connection  with  the  distribution  of  fund  shares;  (k) the  organizing  and
conducting  of sales  seminars  and  payments in the form of  transactional  and
compensation  or promotional  incentives;  (l) profit on the foregoing;  (m) the
payment of "service fees" for the provision of personal,  continuing services to
investors,  as  contemplated  by the Rules of Fair  Practice of the NASD and (n)
such other distribution and services activities as the manager determines may be
paid for by the funds  pursuant to the terms of this Agreement and in accordance
with Rule 12b-1 of the Investment Company Act.


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


VALUATION OF PORTFOLIO SECURITIES
The  fund's net asset  value per share  (NAV) is  calculated  as of the close of
business  of the New York  Stock  Exchange  (the  Exchange),  usually  at 3 p.m.
Central  time each day the  Exchange  is open for  business.  The  Exchange  has
designated the following  holiday  closings for 1999: New Year's Day (observed),
Martin  Luther  King Jr.  Day,  Presidents'  Day,  Good  Friday,  Memorial  Day,
Independence  Day,  Labor Day,  Thanksgiving  Day and Christmas Day  (observed).
Although  the funds  expect the same  holiday  schedule  to be  observed  in the
future, the Exchange may modify its holiday schedule at any time.

The subadvisor  typically completes its trading on behalf of the fund in various
markets before the Exchange closes for the day. Foreign currency  exchange rates
are  also  determined  prior  to  the  close  of  the  Exchange.   However,   if
extraordinary  events occur that are expected to affect the value of a portfolio
security  after the close of the  primary  exchange  on which it is traded,  the
security  will be valued at fair market value as  determined in good faith under
the direction of the Board of Trustees.  The fund's share price 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.


TAXES

Federal Income Tax
The 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 and California 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.

The fund may be subject  to a 4% excise  tax on a portion  of its  undistributed
income. To avoid the tax, the fund must distribute  annually at least 98% of its
ordinary  income (not taking into  account any capital  gains or losses) for the
calendar  year and at least  98% of its  capital  gain net  income  and  foreign
currency  income for the 12-month  period ending on October 31st of the calendar
year. Any dividend declared by the fund in October, November, or December of any
year and payable to  shareholders  of record on a specified date in such a month
shall be deemed to have been  received by each  shareholder  on December 31st of
such year and to have been paid by the fund not later than December 31st of such
year, provided that such dividend is actually paid by the fund during January of
the following year.

The fund's  transactions in foreign currencies,  forward contracts,  options and
futures   contracts   (including   options  and  futures  contracts  on  foreign
currencies) will be subject to special  provisions of the Code that, among other
things, may affect the character of gains and losses realized by the fund (i.e.,
may  affect  whether  gains or  losses  are  ordinary  or  capital),  accelerate
recognition  of  income  to  the  fund,  defer  fund  losses,   and  affect  the
determination of whether capital gains and losses are characterized as long-term
or short-term  capital gains or losses.  These rules could therefore  affect the
character, amount and timing of distributions to shareholders.  These provisions
also may require the fund to mark to market  certain  types of the  positions in
its portfolio (i.e.,  treat them as if they were sold), which may cause the fund
to recognize income without  receiving cash with which to make  distributions in
amounts  necessary  to satisfy  the 90% and 98%  distribution  requirements  for
relief from income and excise  taxes,  respectively.  The fund will  monitor its
transactions   and  may  make  such  tax  elections  as  fund  management  deems
appropriate  with respect to foreign  currency,  options,  futures  contracts or
forward contracts. The fund's status as a regulated investment company may limit
its  transactions  involving  foreign  currency,  futures,  options  and forward
contracts.

Under the Code,  gains or losses  attributable to fluctuations in exchange rates
that occur  between the time the fund  accrues  income or other  receivables  or
accrues expenses or other liabilities  denominated in a foreign currency and the
time the fund  actually  collects  such  receivables  or pays  such  liabilities
generally  are treated as ordinary  income or loss.  Similarly,  in disposing of
debt securities  denominated in foreign  currencies,  certain  forward  currency
contracts, or other instruments, gains or losses attributable to fluctuations in
the value of a foreign  currency  between the date the  security,  contract,  or
other  instrument  is acquired  and the date it is disposed of are also  usually
treated as ordinary income or loss.  Under Section 988 of the Code,  these gains
or losses may increase or decrease the amount of the fund's  investment  company
taxable income distributed to shareholders as ordinary income.

Earnings  derived by the fund from  sources  outside the U.S.  may be subject to
non-U.S.  withholding  and possibly  other  taxes.  Such taxes may be reduced or
eliminated under the terms of a U.S. income tax treaty,  and the fund intends to
undertake any procedural  steps required to claim the benefits of such a treaty.
With respect to any non-U.S.  taxes  actually paid by the fund, if more than 50%
in value of the fund's total assets at the close of any taxable year consists of
securities  of foreign  corporations,  the fund may elect to treat any  non-U.S.
income  and  similar  taxes  it  pays  as  though  the  taxes  were  paid by its
shareholders.

Certain  of the bonds  purchased  by the funds may be treated as bonds that were
originally issued at a discount. Original issue discount represents interest for
federal  income tax  purposes  and can  generally  be defined as the  difference
between the price at which a security was issued and its stated redemption price
at maturity. Original issue discount, although no cash is actually received by a
fund until the maturity of the bond, is treated for federal  income tax purposes
as income  earned by a fund over the term of the bond,  and therefore is subject
to the distribution requirements of the Code. The annual amount of income earned
on such a bond by a fund  generally  is  determined  on the basis of a  constant
yield to maturity that takes into account the semiannual  compounding of accrued
interest.  Original  issue discount on an obligation  with interest  exempt from
federal income tax will constitute tax-exempt interest income to the fund.

In addition,  some of the bonds may be  purchased  by a fund at a discount  that
exceeds the  original  issue  discount on such bonds,  if any.  This  additional
discount  represents  market discount for federal income tax purposes.  The gain
realized on the disposition of any bond having market discount generally will be
treated as taxable  ordinary income to the extent it does not exceed the accrued
market discount on such bond (unless a fund elects to include market discount in
income in tax years to which it is  attributable).  Generally,  market  discount
accrues  on a daily  basis for each day the bond is held by a fund on a straight
line basis over the time  remaining to the bond's  maturity.  In the case of any
debt security  having a fixed  maturity date of not more than one year from date
of  issue,  the gain  realized  on  disposition  generally  will be  treated  as
short-term capital gain. In general,  gain realized on disposition of a security
held less than one year is treated as short-term capital gain.


Taxation of Non-U.S. Shareholders
U.S.  taxation  of a  shareholder  who is a  non-resident  alien  or a  non-U.S.
corporation,  partnership,  trust,  or estate  depends on whether  the  payments
received from a fund are  "effectively  connected" with a U.S. trade or business
carried on by such a shareholder.  Ordinarily,  income from the fund will not be
treated as "effectively connected."

If the payments  received from the fund are  effectively  connected  with a U.S.
trade or business of the shareholder,  then all  distributions of net investment
income and net capital gains of the fund and gains realized upon the redemption,
exchange, or other taxable disposition of shares will be subject to U.S. federal
income tax at the graduated rates  applicable to U.S.  citizens,  residents,  or
domestic  entities,  although  the tax may be  eliminated  under the terms of an
applicable U.S. income tax treaty.  Non-U.S.  corporate shareholders also may be
subject to a branch profits tax with respect to payments from the fund.

If the  shareholder is not engaged in a U.S. trade or business,  or the payments
received from the fund are not effectively  connected with the conduct of such a
trade or  business,  the  shareholder  will  generally  be subject  to U.S.  tax
withholding at the rate of 30% (or a lower rate under an applicable  U.S. income
tax  treaty)  on  distributions  of  net  investment  income  and  net  realized
short-term capital received.  Non-U.S.  shareholders not engaged in a U.S. trade
or business,  or having no effectively  connected income, may also be subject to
U.S. tax at the rate of 30% (or a lower treaty rate) on additional distributions
resulting from the fund's election to treat any non-U.S. taxes it pays as though
the taxes were paid by its shareholders.

Distributions of net realized  long-term capital gains to non-U.S.  shareholders
and any capital  gains  realized by them upon the  redemption  or other  taxable
disposition of shares  generally will not be subject to U.S. tax. In the case of
individuals and other non-exempt,  non-U.S. shareholders who fail to furnish the
fund with required certifications regarding their foreign status on IRS Form W-8
or an  appropriate  substitute,  the  fund  may be  required  to  impose  backup
withholding  of U.S.  tax at the rate of 31% on  distributions  of net  realized
capital gains and proceeds of redemptions and exchanges.

The  information  above  is only a  summary  of  some of the tax  considerations
affecting the funds and their shareholders.  No attempt has been made to discuss
individual tax consequences.  A prospective  investor should consult with his or
her tax  advisors  or state or local or foreign  tax  authorities  to  determine
whether the funds are suitable investments.






HOW FUND PERFORMANCE INFORMATION IS CALCULATED

Yields
(30-day period ended August 31, 1998)
- -------------------------------------
Fund                     30-Day Yield
- -------------------------------------
International Bond              X.XX%
- -------------------------------------

The  fund  may  quote  performance  in  various  ways.  Historical   performance
information will be used in advertising and sales literature.

Yield  quotations are based on the  investment  income per share earned during a
particular  30-day  period,   less  expenses  accrued  during  the  period  (net
investment  income),  and are  computed  by dividing  the fund's net  investment
income  by its  share  price  on the  last day of the  period  according  to the
following formula:

                        YIELD = (2 [(a - b + 1)6 - 1])/cd

where a = dividends and interest earned during the period,  b = expenses accrued
for the period (net of  reimbursements),  c = the average daily number of shares
outstanding during the period that were entitled to receive  dividends,  and d =
the maximum offering price per share on the last day of the period.

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

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

In addition to average  annual total returns,  the fund may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  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.

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


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


FINANCIAL STATEMENTS
The  financial  statements of the fund,  including the  Statements of Assets and
Liabilities  and the Statements of Operations for the fiscal year ended December
31, 1998, and the Statements of Changes in Net Assets for the fiscal years ended
December 31, 1997 and 1998, are included in the Annual  Reports to  shareholders
for the fiscal  year  ended  December  31,  1998.  The  report on the  financial
highlights  for the fiscal years 1993,  1994,  1995 and 1996 are included in the
Annual Reports to shareholders for the fiscal year ended December 31, 1996, Each
such Annual Report is incorporated  herein by reference.  You may receive copies
of the reports  without  charge upon request to American  Century at the address
and  phone  number  shown on the  back  cover of this  Statement  of  Additional
Information.


EXPLANATION OF FIXED INCOME SECURITIES RATINGS
As described  in the  Prospectus,  the fund invests in fixed income  securities.
Those investments,  however, are subject to certain credit quality restrictions,
as noted in the Prospectus and in this Statement of Additional Information.  The
following is a summary of the rating  categories  referenced  in the  prospectus
disclosure.


BOND RATINGS
- ---------- -------- ------------------------------------------------------------
   S&P     Moody's  Description
- ---------- -------- ------------------------------------------------------------
   AAA       Aaa    These  are  the  highest  ratings  assigned  by S&P and
                    Moody's to a debt  obligation  and  indicates  an  extremely
                    strong capacity to pay interest and repay principal.
   AA        Aa     Debt rated in this  category is considered to have a very
                    strong  capacity to pay  interest  and repay  principal  and
                    differs from AAA/Aaa issues only in a small degree.
    A        A      Debt rated A has a strong  capacity  to pay  interest  and
                    repay principal  although it is somewhat more susceptible to
                    the adverse effects of changes in circumstances and economic
                    conditions than debt in higher-rated categories.
   BBB       Baa    Debt rated  BBB/Baa is  regarded  as having an  adequate
                    capacity to pay  interest  and repay  principal.  Whereas it
                    normally exhibits adequate  protection  parameters,  adverse
                    economic  conditions  or  changing  circumstances  are  more
                    likely to lead to a weakened  capacity to pay  interest  and
                    repay   principal   for  debt  in  this   category  than  in
                    higher-rated categories.
   BB        Ba     Debt  rated  BB/Ba has less  near-term  vulnerability  to
                    default than other  speculative  issues.  However,  it faces
                    major ongoing uncertainties or exposure to adverse business,
                    financial  or  economic   conditions   that  could  lead  to
                    inadequate  capacity to meet timely  interest and  principal
                    payments.  The BB  rating  category  also is used  for  debt
                    subordinated  to senior  debt that is  assigned an actual or
                    implied BBB- rating.
    B        B      Debt rated B has a greater  vulnerability  to default  but
                    currently  has the  capacity to meet  interest  payments and
                    principal   repayments.   Adverse  business,   financial  or
                    economic   conditions   will  likely   impair   capacity  or
                    willingness  to pay  interest  and  repay  principal.  The B
                    rating category is also used for debt subordinated to senior
                    debt that is assigned an actual or implied  BB/Ba or BB-/Ba3
                    rating.
   CCC       Caa    Debt  rated   CCC/Caa  has  a  currently   identifiable
                    vulnerability  to default and is  dependent  upon  favorable
                    business,  financial and economic  conditions to meet timely
                    payment of interest and repayment of principal. In the event
                    of adverse business, financial or economic conditions, it is
                    not likely to have the  capacity to pay  interest  and repay
                    principal. The CCC/Caa rating category is also used for debt
                    subordinated  to senior  debt that is  assigned an actual or
                    implied B or B-/B3 rating.
   CC         Ca    The   rating   CC/Ca   typically   is  applied  to  debt
                    subordinated  to senior  debt that is  assigned an actual or
                    implied CCC/Caa rating.
    C         C     The rating C typically is applied to debt  subordinated to
                    senior  debt,   which  is  assigned  an  actual  or  implied
                    CCC-/Caa3  debt rating.  The C rating may be used to cover a
                    situation  where a bankruptcy  petition has been filed,  but
                    debt service payments are continued.
   CI         -     The rating CI is reserved for income bonds on which no 
                    interest is being paid.
    D         D     Debt rated D is in payment default. The D rating category is
                    used when interest payments or principal payments are not 
                    made on the date due even if the applicable grace period has
                    not expired, unless S&P believes that such payments will be 
                    made during such grace  period. The D rating also will be 
                    used upon the filing of a bankruptcy petition if debt 
                    service payments are jeopardized.
- ---------- -------- ------------------------------------------------------------

To provide more detailed  indications of credit  quality,  the Standard & Poor's
ratings  from AA to CCC may be modified by the  addition of a plus or minus sign
to show  relative  standing  within  these major rating  categories.  Similarly,
Moody's adds numerical  modifiers (1,2,3) to designate  relative standing within
its major bond rating categories. Fitch Investors Service, Inc. also rates bonds
and uses a ratings system that is substantially similar to that used by Standard
& Poor's.


COMMERCIAL PAPER RATINGS
- ---------- -------- ------------------------------------------------------------
   S&P     Moody's  Description
- ---------- -------- ------------------------------------------------------------
   A-1      Prime-1 This  indicates that the degree of safety  regarding  timely
                    payment  is  strong.  Standard & Poor's  (P-1)  rates  those
                    issues   determined  to  possess   extremely  strong  safety
                    characteristics as A-1+.                                    
                    
   A-2      Prime-2 Capacity  for  timely   payment  on   commercial   paper  is
                    satisfactory, but the relative degree of safety (P-2) is not
                    as high as for issues  designated  A-1.  Earnings trends and
                    coverage  ratios,  while  sound,  will  be more  subject  to
                    variation.   Capitalization  characteristics,   while  still
                    appropriated,  may be more affected by external  conditions.
                    Ample alternate liquidity is maintained.

   A-3      Prime-3 Satisfactory  capacity  for timely  repayment.  Issues  that
                    carry this rating are somewhat more (P-3)  vulnerable to the
                    adverse changes in circumstances  than obligations  carrying
                    the higher designations.

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

NOTE RATINGS
- ---------- -------- ------------------------------------------------------------
   S&P     Moody's  Description
- ---------- -------- ------------------------------------------------------------
  SP-1     MIG-1;   Notes are of the highest quality enjoying strong protection 
           VMIG-1   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;   Notes are of high quality, with margins of protection ample,
           VMIG-2   although not so large as in the preceding group.

  SP-3     MIG-3;   Notes are of favorable  quality,  with all security elements
           VMIG-3   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;   Notes are of adequate  quality,  carrying  specific risk but
           VMIG-4   having   protection  and  not  distinctly  or  predominantly
                    speculative.
- ---------- -------- ------------------------------------------------------------








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

>>   You can  get  the  annual  and  semiannual  reports  for  free  and ask any
     questions  about the fund by contacting us at one of the addresses or phone
     numbers listed below.
     ------------------------------------ --------------------------------------
     American Century Investments         Institutional, Corporate, Keogh,
     P.O. Box 419200                      SEP/SARSEP, SIMPLE and 403(b) Services
     Kansas City, Missouri  64141-6200    1-800-345-3533

     www.americancentury.com              Telecommunications Device for Deaf
                                          1-800-634-4113 or 816-444-3485
     Investor Services
     1-800-345-2021 or 816-531-5575       Fax
                                          816-340-7962
     Automated Information Line
     1-800-345-8765
     ------------------------------------ --------------------------------------

>>   If you own or are considering purchasing fund shares through

     o an employer-sponsored retirement plan

     o a bank

     o a broker-dealer

     o an insurance company

     o another financial intermediary

     you can get the annual and semiannual reports directly from them.

>>   You can also get information about the fund from the SEC.

     o In person. Go to the SEC's Public Reference Room in Washington, D.C. Call
       1-800-SEC-0330 for information about location and hours of operation.

     o On the internet. Go to www.sec.gov.

     o By mail. Write to Public Reference Section of the Securities and Exchange
       Commission, Washington, D.C.  20549-6009.  The SEC will  charge a fee for
       copying the documents you request.



Investment Company Act File No. 811-6441
<PAGE>
AMERICAN CENTURY INTERNATIONAL BOND FUNDS


1933 Act Post-Effective Amendment No. 12
1940 Act Amendment No. 13
- --------------------------------------------------------------------------------

PART C   OTHER INFORMATION

Item 23 EXHIBITS.

        (a) (1)Amended and Restated Declaration of Trust, dated May 31, 1995, is
            incorporated  herein by  reference  to  Exhibit 1 of  Post-Effective
            Amendment    No.   7   filed   on   April   22,   1996    (Accession
            #0000880268-96-000010).

            (2) Amendment to the  Declaration of Trust dated October 21, 1996 is
            incorporated  herein be  reference  to  Exhibit 1 of  Post-Effective
            Amendment No. 9 filed April 30, 1997 (Accession # 880268-97-000006).

        (b) Amended and Restated Bylaws dated March 9, 1998 are  incorporated by
            reference to Exhibit 2(b) of Post-Effective  Amendment No. 23 to the
            Registration Statement of American Century Municipal Trust, filed on
            March 26, 1998 (Accession # 0000746458-98-000007).

        (c) Registrant  hereby  incorporates  by reference,  as though set forth
            fully herein,  Article III, Article VIII,  Article X, Article XI and
            Article  XII of  Registrant's  Declaration  of Trust,  appearing  as
            Exhibit  (1) to  Post-Effective  Amendment  No. 7 and Exhibit (1) to
            Post-Effective  Amendment  No. 9 to the  Registration  Statements on
            Form N-1A of the Registrant; and Article II, Article VII and Article
            VIII of  Registrant's  Amended and  Restated  Bylaws,  appearing  as
            Exhibit (b) to  Post-Effective  Amendment No. 23 to the Registration
            Statement on Form N-1A of American Century Municipal Trust.

        (d) (1) Investor Class Investment  Management Agreement between American
            Century  International  Bond Funds and American  Century  Investment
            Management,  Inc.,  dated  August 1, 1997 (filed  electronically  as
            Exhibit 5 of  Post-Effective  Amendment  No. 33 to the  Registration
            Statement of American  Century  Government  Income Trust on July 31,
            1997, File No. 2-99222).

            (2) Advisor Class Investment  Management  Agreement between American
            Century International Bond Funds, American Century Government Income
            Trust,  American Century Target Maturities  Trust,  American Century
            Quantitative   Equity   Funds  and   American   Century   Investment
            Management,  Inc.,  dated  August 1, 1997 (filed  electronically  as
            Exhibit 5 of  Post-Effective  Amendment  No. 27 to the  Registration
            Statement of American Century Target  Maturities Trust on August 28,
            1997, File No. 2-94608).

        (e) (1) Distribution  Agreement  between American Century  International
            Bond Funds and Funds  Distributor,  Inc.,  dated  January  15,  1998
            (filed  electronically as Exhibit 6 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 International Bond Funds and Funds Distributor,  Inc., dated
            June 1, 1998 (filed  electronically  as Exhibit 6b 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  Distribution  Agreement  between  American
            Century International Bond Funds and Funds Distributor,  Inc., dated
            December  1,  1998  (filed   electronically  as  Exhibit  (e)(3)  to
            Post-Effective  Amendment  No. 12 to the  Registration  Statement of
            American  Century  World Mutual  Funds,  Inc., on November 13, 1998,
            File No. 33-39242).

            (4)  Amendment  No. 3 to  Distribution  Agreement  between  American
            Century International Bond Funds and Funds Distributor,  Inc., dated
            January  29,  1999  (filed   electronically  as  Exhibit  (e)(4)  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).


        (f) Not Applicable.

        (g) (1) Custodian Agreement between American Century  International Bond
            Funds and State Street Bank and Trust  Company dated August 10, 1993
            is   incorporated   herein  by   reference   to   Exhibit   8(a)  of
            Post-Effective  Amendment No. 7 filed on April 22, 1996 (Accession #
            0000880268-96-000010).

            (2)  Amendment  No.  1  dated  December  1,  1994  to the  Custodian
            Agreement  between  American  Century  International  Bond Funds and
            State  Street  Bank and  Trust  Company  dated  August  10,  1993 is
            incorporated  herein by reference to Exhibit 8(b) of  Post-Effective
            Amendment   No.  7  filed   on   April   22,   1996   (Accession   #
            0000880268-96-000010).

            (3) Amendment  No. 2 dated March 4, 1996 to the Custodian  Agreement
            between American Century  International  Bond Funds and State Street
            Bank and Trust Company dated August 10, 1993 is incorporated  herein
            by reference to Exhibit 8(c) of Post-Effective Amendment No. 7 filed
            on April 22, 1996 (Accession # 0000880268-96-000010).

        (h) (1) Transfer Agency Agreement between American Century International
            Bond Funds and American  Century  Services  Corporation  dated as of
            August 1, 1997, is incorporated  herein by reference to Exhibit 9 of
            Post-Effective Amendment No. 33 to the Registration Statement of the
            American  Century  Government  Income  Trust  filed on July 31, 1997
            (Accession # 773674-97-000014).

            (2) Amendment to Transfer Agency Agreement  between American Century
            International Bond Funds and American Century Services  Corporation,
            dated  June  29,  1998  (filed   electronically  as  Exhibit  9b  to
            Post-Effective  Amendment  No. 23 to the  Registration  Statement of
            American  Century  Quantitative  Equity Funds on June 29, 1998, File
            No. 33-19589).

        (i) Opinion and consent of counsel, to be filed by amendment.

        (j) (1) Consent of PricewaterhouseCoopers, LLP, independent auditors, to
            be filed by amendment.

            (2) Consent of KPMG Peat Marwick,  LLP, independent  auditors, to be
            filed by amendment.

            (3) Power of Attorney dated December 18, 1998 (filed  electronically
            as  Exhibit  (j)(3)  to  Post-Effective  Amendment  No.  30  to  the
            Registration  Statement of American Century Target  Maturities Trust
            filed on January 8, 1999, File No. 2-94608).

        (k) Not applicable.

        (l) Not applicable.

        (m) (1)Master  Distribution  and  Shareholder  Services Plan of American
            Century Government Income Trust, American Century International Bond
            Fund,  American Century Target Maturities Trust and American Century
            Quantitative  Equity  Funds  (Advisor  Class)  dated  August 1, 1997
            (filed electronically as Exhibit 15 to Post-Effective  Amendment No.
            27  to  the  Registration   Statement  of  American  Century  Target
            Maturities Trust filed on August 28, 1997, File No. 2-94608).

            (2) Amendment No. 1 to Master Distribution and Shareholder  Services
            Plan of American  Century  International  Bond Funds (Advisor Class)
            dated  June  29,  1998  (filed  electronically  as  Exhibit  15b  to
            Post-Effective  Amendment  No. 23 of American  Century  Quantitative
            Equity Funds filed on June 29, 1998, File No. 33-19589).

        (n) Financial Data Schedule of American Century International Bond Funds
            is included herein.

        (o) (1) Multiple Class Plan of American Century California  Tax-Free and
            Municipal Funds,  American Century Government Income Trust, American
            Century International Bond Funds, American Century Investment Trust,
            American Century Municipal Trust, American Century Target Maturities
            Trust and American Century Quantitative Equity Funds dated August 1,
            1997 (filed electronically as Exhibit 18 of Post-Effective Amendment
            No. 27 to the  Registration  Statement  of American  Century  Target
            Maturities Trust on August 28, 1997, File No. 2-94608).

            (2)   Amendment   to  Multiple   Class  Plan  of  American   Century
            International  Bond Funds dated June 29, 1998 (filed  electronically
            as  Exhibit  (o)(2)  to  Post-Effective  Amendment  No.  23  to  the
            Registration Statement of American Century Quantitative Equity Funds
            on June 29, 1998, File No. 33-19589).


Item 24. Persons Controlled by or Under Common Control with Registrant.

    Not Applicable.


Item 25. Indemnification.

    As  stated  in  Article  VII,   Section  3  of  the  Declaration  of  Trust,
    incorporated herein by reference to Exhibit 1 to the Registration Statement,
    "The  Trustees  shall  be  entitled  and  empowered  to the  fullest  extent
    permitted by law to purchase  insurance  for and to provide by resolution or
    in the Bylaws for  indemnification out of Trust assets for liability and for
    all expenses reasonably incurred or paid or expected to be paid by a Trustee
    or officer in  connection  with any claim,  action,  suit,  or proceeding in
    which he or she becomes  involved by virtue of his or her capacity or former
    capacity  with the Trust.  The  provisions,  including  any  exceptions  and
    limitations  concerning  indemnification,  may be set forth in detail in the
    Bylaws or in a resolution adopted by the Board of Trustees."

    Registrant  hereby  incorporates  by  reference,  as though set forth  fully
    herein,  Article VI of the  Registrant's  Bylaws,  amended  on May 17,  1995
    (filed  electronically as Exhibit 2(b) of Post-Effective  Amendment No. 6 to
    the Registration Statement on February 29, 1996, File No. 33-43321).


Item 26. Business and other Connections of Investment Advisor.

    American Century Investment Management, Inc., the investment manager to each
    of  the  Registrant's   Funds,  is  engaged  in  the  business  of  managing
    investments  for  deferred   compensation  plans  and  other   institutional
    investors.


Item 27. Principal Underwriters.

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

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

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

    (b)  The  following  is a list  of the  executive  officers,  directors  and
    partners of the Distributor:
<TABLE>
Name and Principal Business          Positions and Offices with          Positions and Offices with
Address*                             Underwriter                         Registrant
<S>                                  <C>                                <C>
Marie E. Connolly                    Director, President and Chief       None
                                     Executive Officer

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

Donald R. Roberson                   Executive Vice President            None

William S. Nichols                   Executive Vice President            None

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

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

Paula R. David                       Senior Vice President               None

Allen B. Closser                     Senior Vice President               None

Bernard A. Whalen                    Senior Vice President               None

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


Item 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 4500 Main Street,  Kansas
City, Missouri 64111.


Item 29. Management Services.

    Not Applicable.


Item 30. Undertakings.

    Registrant  undertakes  to  furnish  each  person  to whom a  Prospectus  is
    delivered  with  a  copy  of  the  Registrant's   latest  annual  report  to
    shareholders, upon request and without charge.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of  1940,  the  Registrant  has  duly  caused  this  Post-Effective
Amendment No. 12/Amendment No. 13 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kansas City, and State of Missouri, on
the 26th day of January, 1999.

                          AMERICAN CENTURY INTERNATIONAL BOND FUNDS


                          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. 12/Amendment No. 13 has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
                                                                         Date
<S>                                  <C>                                 <C>
*                                    President and                       January 26, 1999
- ---------------------------------    Chief Executive Officer
William M. Lyons

*                                    Trustee                             January 26, 1999
- ---------------------------------
Albert A. Eisenstat

*                                    Trustee                             January 26, 1999
- ---------------------------------
Ronald J. Gilson

*                                    Trustee                             January 26, 1999
- ---------------------------------
Myron S. Scholes

*                                    Trustee                             January 26, 1999
- ---------------------------------
Kenneth E. Scott

*                                    Trustee                             January 26, 1999
- ---------------------------------
Isaac Stein

*                                    Trustee, Chairman of the Board      January 26, 1999
- ---------------------------------
James E. Stowers III

*                                    Trustee                             January 26, 1999
- ---------------------------------
Jeanne D. Wohlers

*                                    Treasurer                           January 26, 1999
- ---------------------------------
Maryanne Roepke
</TABLE>
/s/ Charles C.S. Park
*by Charles C.S. Park, Attorney in Fact (pursuant  to a Power of  Attorney dated
January 15, 1998).


EXHIBIT        DESCRIPTION

EX-99.a1       Amended and Restated Declaration of Trust, dated May 31, 1995, is
               incorporated  herein by reference to Exhibit 1 of  Post-Effective
               Amendment   No.   7  filed   on   April   22,   1996   (Accession
               #0000880268-96-000010).

EX-99.a2       Amendment to the  Declaration  of Trust dated October 21, 1996 is
               incorporated  herein by reference to Exhibit 1 of  Post-Effective
               Amendment    No.   9   filed    April   30,    1997    (Accession
               #880268-97-000006).

EX-99.b        Amended and Restated Bylaws dated March 9, 1998 are  incorporated
               by reference to Exhibit 2(b) of  Post-Effective  Amendment No. 23
               to the  Registration  Statement  of  American  Century  Municipal
               Trust, filed on March 26, 1998 (Accession #0000746458-98-000007).

EX-99.d1       Investor Class Investment  Management  Agreement between American
               Century  International Bond Funds and American Century Investment
               Management,  Inc.,  dated  August  1,  1997  (filed  as a part of
               Post-Effective  Amendment No. 33 to the Registration Statement on
               Form N-1A of American Century  Government  Income Trust, File No.
               2-99222,   filed  July  31,  1997  and  incorporated   herein  by
               reference).

EX-99.d2       Advisor Class Investment  Management  Agreement  between American
               Century  International  Bond Funds,  American Century  Government
               Income Trust,  American  Century  Target  Maturities  Trust,  and
               American Century  Quantitative Equity Funds, dated August 1, 1997
               (filed  as a  part  of  Post-Effective  Amendment  No.  27 to the
               Registration  Statement on Form N-1A of American  Century  Target
               Maturities Trust, File No. 2-94608,  filed on August 28, 1997 and
               incorporated herein by reference).

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

EX-99.e4       Amendment  No.  3  to  Distribution  Agreement  between  American
               Century  International  Bond Funds and Funds  Distributor,  Inc.,
               dated as of January 29,  1999 (filed as a part of  Post-Effective
               Amendment  No. 28 to the  Registration  Statement on Form N-1A of
               American Century  California  Tax-Free and Municipal Funds,  File
               No. 2-82734,  filed on December 28, 1998, and incorporated herein
               by reference).

EX-99.g1       Custodian  Agreement between American Century  International Bond
               Funds and State  Street Bank and Trust  Company  dated August 10,
               1993 is  incorporated  herein by  reference  to  Exhibit  8(a) of
               Post-Effective Amendment No. 7 filed on April 22, 1996 (Accession
               # 0000880268-96-000010).

EX-99.g2       Amendment No. 1 dated December 1, 1994 to the Custodian Agreement
               between  American  Century  International  Bond  Funds  and State
               Street  Bank  and  Trust   Company   dated  August  10,  1993  is
               incorporated   herein   by   reference   to   Exhibit   8(b)   of
               Post-Effective Amendment No. 7 filed on April 22, 1996 (Accession
               # 0000880268-96-000010).

EX-99.g3       Amendment  No. 2 dated March 4, 1996 to the  Custodian  Agreement
               between  American  Century  International  Bond  Funds  and State
               Street  Bank  and  Trust   Company   dated  August  10,  1993  is
               incorporated   herein   by   reference   to   Exhibit   8(c)   of
               Post-Effective Amendment No. 7 filed on April 22, 1996 (Accession
               # 0000880268-96-000010).

EX-99.h1       Transfer Agency Agreement between American Century  International
               Bond Funds and American Century Services  Corporation dated as of
               August 1, 1997, is incorporated  herein by reference to Exhibit 9
               of Post-Effective  Amendment No. 33 to the Registration Statement
               of the American Century Government Income Trust filed on July 31,
               1997 (Accession # 773674-97-000014).

EX-99.h2       Amendment to Transfer Agency  Agreement  between American Century
               International   Bond   Funds  and   American   Century   Services
               Corporation   dated   June  29,   1998   (filed   as  a  part  of
               Post-Effective  Amendment No. 23 to the Registration Statement on
               Form N-1A of American Century Quantitative Equity Funds, File No.
               33-19589,  filed on June 29,  1998,  and  incorporated  herein by
               reference).

EX-99.i        Opinion and consent of counsel, to be filed by amendment.

EX-99.j1       Consent of PricewaterhouseCoopers,  LLP, independent auditors, to
               be filed by amendment.

EX-99.j2       Consent of KPMG Peat Marwick,  LLP, independent  auditors,  to be
               filed by amendment.

EX-99.j3       Power of Attorney dated  December 18, 1998 (filed  electronically
               as  Exhibit  (j)(3)  to  Post-Effective  Amendment  No. 30 to the
               Registration  Statement  of American  Century  Target  Maturities
               Trust, filed on January 8, 1999, File No. 2-94608).

EX-99.m1       Master  Distribution  and  Shareholder  Services Plan of American
               Century Government Income Trust,  American Century  International
               Bond Fund,  American Century Target Maturities Trust and American
               Century Quantitative Equity Funds (Advisor Class) dated August 1,
               1997  (filed  electronically  as  Exhibit  15  to  Post-Effective
               Amendment  No.  27 to  the  Registration  Statement  of  American
               Century Target  Maturities  Trust filed on August 28, 1997,  File
               No. 2-94608).

EX-99.m2       Amendment No. 1 to Master  Distribution and Shareholder  Services
               Plan of American Century International Bond Funds (Advisor Class)
               dated June 29, 1998 (filed as a part of Post-Effective  Amendment
               No. 23 to the  Registration  Statement  on Form N-1A of  American
               Century  Quantitative  Equity Funds, File No. 33-19589,  filed on
               June 29, 1998 and incorporated herein by reference).

EX-99.o1       Multiple Class Plan of American Century  California  Tax-Free and
               Municipal  Funds,   American  Century  Government  Income  Trust,
               American  Century  International  Bond  Funds,  American  Century
               Investment  Trust,  American Century  Municipal  Trust,  American
               Century Target Maturities Trust and American Century Quantitative
               Equity   Funds  dated   August  1,  1997  (filed  as  a  part  of
               Post-Effective  Amendment No. 27 of the Registration Statement on
               Form N-1A of American Century Target  Maturities  Trust, File No.
               2-94608,  filed on August  28,  1997 and  incorporated  herein by
               reference).

EX-99.o2       Amendment   to   Multiple   Class   Plan  of   American   Century
               International  Bond Funds dated June 29, 1998 (filed as a part of
               Post-Effective  Amendment No. 23 to the Registration Statement on
               Form N-1A of American Century Quantitative Equity Funds, File No.
               33-19589,  filed on June  29,  1998 and  incorporated  herein  by
               reference).

EX-27.1        Financial Data Schedule.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
SEMI-ANNUAL REPORT OF AMERICAN CENTURY INTERNATIONAL BOND FUNDS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK>  0000880268
<NAME> AMERICAN CENTURY INTERNATIONAL BOND FUND
<SERIES>
   <NUMBER> 1
   <NAME> AMERICAN CENTURY-BENHAM INTERNATIONAL BOND FUND
       
<S>                                           <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   JUN-30-1998
<INVESTMENTS-AT-COST>                                        127,308,285
<INVESTMENTS-AT-VALUE>                                       126,301,949
<RECEIVABLES>                                                 12,361,475
<ASSETS-OTHER>                                                 9,114,574
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                               147,777,998
<PAYABLE-FOR-SECURITIES>                                       2,632,031
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                      2,648,542
<TOTAL-LIABILITIES>                                            5,280,573
<SENIOR-EQUITY>                                                        0
<PAID-IN-CAPITAL-COMMON>                                     143,621,834
<SHARES-COMMON-STOCK>                                         12,765,728
<SHARES-COMMON-PRIOR>                                         15,176,256
<ACCUMULATED-NII-CURRENT>                                      1,181,038
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                       (1,036,389)
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                      (1,269,058)
<NET-ASSETS>                                                 142,497,425
<DIVIDEND-INCOME>                                                      0
<INTEREST-INCOME>                                              3,327,117
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                   664,614
<NET-INVESTMENT-INCOME>                                        2,662,503
<REALIZED-GAINS-CURRENT>                                      (1,046,839)
<APPREC-INCREASE-CURRENT>                                      2,940,092
<NET-CHANGE-FROM-OPS>                                          4,555,756
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                              0
<DISTRIBUTIONS-OF-GAINS>                                       1,237,801
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                        1,966,117
<NUMBER-OF-SHARES-REDEEMED>                                    4,480,534
<SHARES-REINVESTED>                                              103,889
<NET-CHANGE-IN-ASSETS>                                       (23,233,731)
<ACCUMULATED-NII-PRIOR>                                       (1,481,465)
<ACCUMULATED-GAINS-PRIOR>                                      1,248,251
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                            630,134
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                  664,614
<AVERAGE-NET-ASSETS>                                         152,444,030
<PER-SHARE-NAV-BEGIN>                                              10.92
<PER-SHARE-NII>                                                     0.19
<PER-SHARE-GAIN-APPREC>                                             0.14
<PER-SHARE-DIVIDEND>                                                0.00
<PER-SHARE-DISTRIBUTIONS>                                           0.09
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                11.16
<EXPENSE-RATIO>                                                     0.88
<AVG-DEBT-OUTSTANDING>                                                 0
<AVG-DEBT-PER-SHARE>                                                0.00
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission