As filed with the Securities and Exchange Commission on December 1, 1995
1933 Act File No. 33-79482; 1940 Act File No. 811-8532
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 ____
Pre-Effective Amendment No._3__ _X__
Post-Effective Amendment No.___ ____
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 _X__
Amendment No._3_
TWENTIETH CENTURY STRATEGIC PORTFOLIOS, INC.
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(Exact Name of Registrant as Specified in Charter)
Twentieth Century Tower, 4500 Main Street, Kansas City, MO 64111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 816-531-5575
James E. Stowers, Jr.
Twentieth Century Tower, 4500 Main Street, Kansas City, MO 64111
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(Name and address of Agent for service)
Approximate Date of Proposed Public Offering: 2/15/96
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940, an indefinite number or amount of securities is being registered under the
Securities Act of 1933 by this registration statement.
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Cross Reference Sheet
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Item No. Page No.
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Retail Institutional
Part A. Prospectus Prospectus
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1. Cover Page Cover Page Cover Page
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2. Synopsis N/A N/A
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3. Condensed Financial Information N/A N/A
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4. General Description of Registrant Cover Page, 5-13, Cover Page,
15, 5-13, 15,
28-31 20-23
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5. Management of the Fund 28-30 20-22
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6. Capital Stock and Other Securities 30-31 22-23
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7. Purchase of Securities Being Offered Cover Page, 15-18 Cover Page,
15
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8. Redemption or Repurchase 18-22 16-17
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9. Pending Legal Proceedings N/A N/A
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Part B. - Statement of Additional Information
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10. Cover Page Cover Page
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11. Table of Contents Cover Page
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12. General Information and History N/A
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13. Investment Objectives and Policies 2-7
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14. Management of the Fund 8-10
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15. Control Persons and Principal Holders of Securities
N/A
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16. Investment Advisory and Other Services 10
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17. Brokerage Allocation 12
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18. Capital Stock and Other Securities 11
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19. Purchase, Redemption and Pricing of Securities Being
Offered 13
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20. Tax Status 11-12
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21. Underwriters N/A
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22. Calculation of Performance Data N/A
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23. Financial Statements 13-15
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[the following in red print along left margin of page]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DECEMBER 1, 1995 [in red print]
TWENTIETH CENTURY
Strategic Portfolios, Inc.
Prospectus
FEBRUARY 15,
1996
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TWENTIETH CENTURY
Twentieth Century Strategic Portfolios, Inc., a member of the Twentieth
Century family of funds, is an open-end diversified management investment
company. Three series of shares, or "funds," are described in this prospectus,
Twentieth Century Strategic Guardian, Twentieth Century Strategic Advantage and
Twentieth Century Strategic Horizons.
The investment objective of each fund is to provide as high a level of
total return (capital appreciation plus dividend and interest income) as is
consistent with its risk profile. Each fund seeks to achieve its investment
objective by diversifying investments among three asset classes -- equity
securities, bonds and cash equivalent instruments, the mix of which will depend
on the risk profile of the particular fund. The funds are designed for investors
with investment time horizons of at least five years who want to diversify their
investments among these various asset classes through a single investment
vehicle. There is no assurance that the funds will achieve their investment
objectives. See "Investment Policies of the Funds," page 5.
NO-LOAD MUTUAL FUNDS
Twentieth Century's funds are "no-load" investments, which means there is
no sales charge or commission. There are no minimum initial investment
requirements. However, if the value of the shares held in any one fund account
is less than $2,500 ($1,000 for UGMA/UTMA accounts), you must establish a $50 or
greater automatic monthly investment to purchase additional shares in each such
account. See "Automatic Monthly Investments," page 16, and "Automatic Redemption
of Shares," page 22.
This prospectus gives you information about Twentieth Century that you
should know before investing. You should read this prospectus carefully and
retain it for future reference. Additional information is included in the
statement of additional information dated February 15, 1996, and filed with the
Securities and Exchange Commission. It is incorporated in this prospectus by
reference. To obtain a copy without charge, call or write:
Twentieth Century Strategic Portfolios, Inc.
4500 Main Street o P.O. Box _________
Kansas City, MO 64141-6200 * 1-800-345-2021
Local and international calls: 816-531-5575
Telecommunications device for the deaf:
1-800-634-4113 * In Missouri: 816-753-1865
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
2
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TABLE OF CONTENTS
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Transaction and
Operating Expense Table..........................4
INFORMATION REGARDING THE FUNDS
Investment Policies of the Funds ...................5
Other Investment Practices, Their
Characteristics and Risks .......................8
Equity Securities................................8
Foreign Securities...............................8
Mortgage-Related and Other
Asset-Backed Securities........................9
Forward Currency Exchange Contracts..............9
Portfolio Turnover..............................10
Repurchase Agreements...........................11
Futures and Options Contracts...................11
Derivative Securities...........................11
Portfolio Lending...............................12
When-Issued Securities..........................12
Short Sales.....................................13
Rule 144A Securities............................13
Performance Advertising............................13
HOW TO INVEST WITH TWENTIETH CENTURY
Twentieth Century Family of Funds..................15
Investing in Twentieth Century.....................15
By Mail.........................................15
By Telephone....................................15
By Wire.........................................15
Automatic Monthly Investments...................16
Additional Information About Investments........16
Tax Identification Number.......................16
Certificates....................................17
Special Shareholder Services.......................17
How to Convert Your Investment From One
Twentieth Century Fund to Another...............17
By Telephone....................................17
By Mail.........................................18
Additional Information About Conversions........18
How to Redeem Shares...............................18
By Telephone....................................19
By Mail.........................................19
By Check-A-Month................................19
Signature Guarantee.............................20
Redemption Proceeds................................20
By Mail.........................................20
By Wire and Electronic Funds Transfer.......... 21
Special Requirements for Large Redemptions......21
Automatic Redemption of Shares..................22
Additional Information About Redemptions........22
Telephone Services.................................22
Investors Line..................................22
Automated Information Line......................23
How to Change Your Address of Record...............23
Tax-Qualified Retirement Plans.....................23
How to Transfer an Investment to a
Twentieth Century Retirement Plan...............23
How to Transfer Your
Shares to Another Person........................23
Reports to Shareholders............................23
ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price........................................25
When Share Price Is Determined..................25
How Share Price Is Determined...................25
Where to Find Information
About Share Price.............................26
Distributions......................................26
General Information About Distributions.........26
Taxes..............................................27
Management.........................................28
Investment Management...........................28
Code of Ethics..................................30
Transfer and Administrative Services............30
Further Information
About Twentieth Century.........................30
3
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TRANSACTION AND OPERATING EXPENSE TABLE
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Strategic Strategic Strategic
Guardian Advantage Horizons
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SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases none none none
Maximum Sales Load Imposed on Reinvested Dividends none none none
Deferred Sales Load none none none
Redemption Fee* none none none
Exchange Fee none none none
ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):
Management Fees ---- ---- ----
12b-1 Fees none none none
Other Expenses** 0.00% 0.00% 0.00%
Total Fund Operating Expenses ---- ---- ----
Example
You would pay the following expenses on a $1,000 1 year $---- $---- $----
investment, assuming (1) a 5% annual return and 3 years ---- ---- ----
(2) redemption at the end of each time period:
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The purpose of this table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in shares of the Twentieth Century funds offered
by this prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.
NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES SHOWN ABOVE SHOULD BE
CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
*Redemption proceeds sent by wire transfer are subject to a $10 processing fee.
**Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, are expected to
be approximately ____ of 1% of average net assets for the fund's first fiscal
year.
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NO PERSON IS AUTHORIZED BY TWENTIETH CENTURY TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY TWENTIETH CENTURY, AND YOU SHOULD NOT RELY ON ANY
OTHER INFORMATION OR REPRESENTATION.
4
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INFORMATION REGARDING THE FUNDS
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INVESTMENT POLICIES
OF THE FUNDS
THE FUNDS
Twentieth Century offers three asset allocation funds: Twentieth Century
Strategic Guardian, the conservative portfolio; Twentieth Century Strategic
Advantage, the moderate portfolio; and Twentieth Century Strategic Horizons, the
aggressive portfolio. The funds pursue a flexible approach that diversifies the
funds' assets among various classes and categories of assets. The difference in
asset blend results in a different level of investment risk and return
potential. The three funds enable investors to select the level of risk that is
appropriate for their particular situations and investment goals. See
"Investment Strategy and Asset Diversification" below.
INVESTMENT OBJECTIVE
Each fund's investment objective is to obtain as high a level of total
return (capital appreciation plus dividend and interest income)as is consistent
with such fund's risk profile. As with all mutual funds, there can be no
assurance that the funds will achieve their investment objectives.
INVESTMENT STRATEGY AND
ASSET DIVERSIFICATION
The funds seek to achieve their investment objectives by pursuing a
strategic asset allocation strategy. Each fund will diversify its investments
among three major asset classes -- equity securities, bonds and cash equivalent
instruments.
Each fund has its own neutral mix that represents a benchmark as to how
that fund's investments will be generally allocated among the major asset
classes over the long term. Each fund's neutral mix is set forth below:
Neutral Mixes
Equity Cash
Fund Securities Bonds Equivalents
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Strategic Guardian 45% 40% 15%
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Strategic Advantage 60% 30% 10%
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Strategic Horizons 75% 20% 5%
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The mix of a fund will vary over short-term periods depending on the
relative performance of the various asset classes (for example, when one class
of assets increases or decreases in value at a different rate than the other
classes). Each fund has operating ranges within which the assets of each class
may fluctuate. Those ranges are set forth below:
Operating Ranges
Equity Cash
Fund Securities Bonds Equivalents
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Strategic Guardian 38-52% 34-46% 10-25%
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Strategic Advantage 50-70% 25-35% 5-20%
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Strategic Horizons 65-85% 15-25% 0-15%
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In addition to diversifying among asset classes, the assets in the equity
and bond classes are further diversified among investment categories (or
sectors) and styles within those classes. See "Investment Approach and
Practices," below. The allocation of assets within a fund's operating range and
among the different investment categories within each class is designed to
provide a diversified portfolio emphasizing total return.
INVESTMENT APPROACH AND PRACTICES
As described above, each fund's assets are allocated among major asset
classes according to their respective asset mix and subject to the applicable
operating ranges. Each fund's assets are further diversified among various
investment categories and disciplines within the major asset classes, as
described below.
Equity Securities. The equity portion of a fund's portfolio may be invested
in any type of
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domestic or foreign equity security, primarily common stocks, that meets certain
fundamental and technical standards of selection. The manager will utilize two
distinct investment disciplines in managing the equity portion of each fund's
portfolio: (1) growth; and (2) value.
The growth discipline seeks long-term capital appreciation by investing in
companies that demonstrate accelerating earnings and revenues as compared to
prior periods and/or industry competitors. The value investment discipline seeks
capital growth by investing in equity securities of well-established companies
that are believed by the manager to be temporarily undervalued.
Management believes that both value investing and growth investing provide
the potential for appreciation over time. Value investing tends to provide less
volatile results. This lower volatility means that the price of value stocks
tends not to fall as significantly as growth stocks do in down markets. However,
value stocks do not usually appreciate as significantly as growth stocks do in
up markets. In keeping with the diversification theme of these funds, and as a
result of management's belief that these styles are complementary, both
disciplines will be represented to some degree in each portfolio at all times.
As noted, the value investment discipline tends to be less volatile than
the growth style. As a result, the more conservative fund, Strategic Guardian,
will generally have a higher proportion of its equity investments in value
stocks than either Strategic Advantage or Strategic Horizons. Likewise, the more
aggressive fund, Strategic Horizons, will generally have a greater proportion of
growth stocks than either Strategic Advantage or Strategic Guardian.
In addition, the equity portfolio of each fund will be further diversified
among small, medium and large companies. This approach provides investors with
an additional level of diversification and enables investors to achieve a
broader exposure to the various capitalization ranges without having to invest
in multiple funds.
Although the funds will remain exposed to each of the investment
disciplines and categories described above, a particular discipline or
investment category may be emphasized when, in the manager's opinion, such
discipline or investment category is undervalued relative to the other
disciplines or categories. See "Other Investment Practices, Their
Characteristics and Risks," page 8.
Bonds. The fixed income portion of a fund's portfolio will include U.S.
Treasury securities, securities issued or guaranteed by the U.S. government or a
foreign government, or an agency or instrumentality of the U.S. or a foreign
government, and debt obligations issued by U.S. or foreign corporations. The
funds may also invest in mortgage-related and other asset-backed securities as
described under "Mortgage-Related and Other Asset Backed Securities," below. As
with the equity portion of a fund's portfolio, the bond portfolio will be
diversified among the various types of fixed income investment categories
described above. The manager's strategy is to actively manage the portfolio by
investing the fund's assets in sectors it believes are undervalued (relative to
the other sectors) and which represent better relative long-term investment
opportunities.
Debt securities purchased by the funds will primarily be limited to
"investment grade" obligations. However, each fund may invest in noninvestment
grade convertible securities and Strategic Horizons may invest up to 5% of its
assets in "high yield" securities. "Investment grade" means that at the time of
purchase, such obligations are rated within the four highest categories by a
nationally recognized statistical rating organization [for example, at least Baa
by Moody's Investors Services, Inc. ("Moody's") or BBB by Standard & Poor's
Corporation ("S&P")], or, if not rated, are of equivalent investment quality as
determined by the investment manager. "High yield" securities are debt
obligations that are rated below investment grade securities, or are unrated,
but with similar credit quality.
6
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There are no maturity restrictions on the fixed income securities in which
the funds may invest. Under normal market conditions, the maturities of
fixed-income securities in which the funds invest will range from 2 to 30 years.
The value of fixed income securities fluctuates based on changes in
interest rates and in the credit quality of the issuer. There is no limit on the
amount of investments that can be made in securities rated in a particular
ratings category, except that no more than 35% of a fund's assets will be
invested in securities rated below Baa or BBB. According to Moody's, bonds rated
Baa are medium-grade and possess some speculative characteristics. A BBB rating
by S&P indicates S&P's belief that a security exhibits a satisfactory degree of
safety and capacity for repayment, but is more vulnerable to adverse economic
conditions and changing circumstances. See "An Explanation of Fixed Income
Securities Ratings" in the funds' statement of additional information.
Cash Equivalents. The Cash Equivalent portion of a fund's portfolio may be
invested in high-quality money market instruments (denominated in U.S. dollars
or foreign currencies), including U.S. Government obligations, obligations of
domestic and foreign banks, short-term corporate debt instruments and repurchase
agreements.
GENERAL PORTFOLIO MANAGEMENT
Within each asset class, each fund's holdings will be invested across
industry groups and issuers that meet its investment criteria. This diversity of
investment is intended to help reduce the risk created by over-concentration in
a particular industry or issuer.
The funds are "strategic" rather than "tactical" allocation funds, which
means that the manager does not try to time the market to identify the exact
time when a major reallocation should be made. Instead, the manager utilizes a
longer-term approach in pursuing the funds' investment objectives, and thus
selects a blend of investments in the various asset classes.
The manager regularly reviews each fund's investments and allocations and
may make changes in the particular securities within each asset class or to a
fund's asset mix (within the defined operating ranges) to favor investments that
it believes will provide the most favorable outlook for achieving a fund's
objective. Recommended reallocations may be implemented promptly or may be
implemented gradually. In order to minimize the impact of reallocations on a
fund's performance, the manager will generally attempt to reallocate assets
gradually.
In determining the allocation of assets among U.S. and foreign capital
markets, the manager considers the condition and growth potential of the various
economies; the relative valuations of the markets; and social, political, and
economic factors that may affect the markets.
In selecting securities in foreign currencies, the manager considers, among
other factors, the impact of foreign exchange rates relative to the U.S. dollar
value of such securities. The manager may seek to hedge all or a part of a
fund's foreign currency exposure through the use of forward foreign currency
contracts or other hedging techniques. See "Forward Currency Exchange
Contracts," page 9.
The funds attempt to diversify across asset classes and investment
categories to a greater extent than mutual funds that invest primarily in equity
securities or primarily in fixed income securities. However, the funds are
designed to fit three general risk profiles and may not provide an appropriately
balanced investment plan for all investors.
Notwithstanding the fact that the manager will primarily invest fund assets
within the operating ranges of the asset classes, under exceptional market or
economic conditions, the funds reserve the right, for defensive purposes, to
temporarily invest all or a substantial portion of their assets in cash
equivalents.
7
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The funds' investment objectives, as identified on the front cover of this
prospectus, and any other investment policies designated as "fundamental" in
this prospectus or in the statement of additional information, cannot be changed
without the approval of the shareholders entitled to cast a majority of the
outstanding votes of the corporation, as defined by the Investment Company Act.
Unless otherwise noted, all other investment policies and practices are
nonfundamental and may be changed without shareholder approval.
OTHER INVESTMENT PRACTICES,
THEIR CHARACTERISTICS AND RISKS
EQUITY SECURITIES
In addition to investing in common stocks, the funds may invest in other
equity securities and equity equivalents. Other equity securities and equity
equivalents include securities that permit the fund to receive an equity
interest in an issuer, the opportunity to acquire an equity interest in an
issuer, or the opportunity to receive a return on its investment that permits
the fund to benefit from the growth over time in the equity of an issuer.
Examples of equity securities and equity equivalents include preferred stock,
convertible preferred stock and convertible debt securities. Each fund will
limit its purchase of convertible debt securities to those that, at the time of
purchase, are rated at least B- by S&P or B3 by Moody's, or if not rated by S&P
or Moody's are of equivalent investment quality as determined by the manager.
Debt securities rated below the four highest categories are not considered
"investment grade" obligations. These securities have speculative
characteristics and present more credit risk than investment grade obligations.
For a description of the S&P and Moody's ratings categories, see "An Explanation
of Fixed Income Securities Ratings," page 5 of the statement of additional
information. Equity equivalents may also include securities whose value or
return is derived from the value or return of a different security. Depositary
receipts are an example of the type of derivative security in which the funds
might invest.
FOREIGN SECURITIES
Each fund may invest in the securities of foreign issuers, including debt
securities of foreign governments and their agencies, when these securities meet
its standards of selection. Strategic Guardian may invest up to 20% of its
assets in foreign securities; Strategic Advantage may invest up to 25% of its
assets in foreign securities; and Strategic Horizons may invest up to 30% of its
assets in foreign securities. With regard to foreign investments by Strategic
Guardian, the principal business activities of such issuers will be located in
developed countries. With regard to Strategic Advantage and Strategic Horizons,
the funds may invest in securities of developed and developing countries.
The funds may make such investments either directly in foreign securities
or indirectly by purchasing depositary receipts or depositary shares of similar
instruments ("depositary receipts") for foreign securities. Depositary receipts
are securities that are listed on exchanges or quoted in the domestic
over-the-counter markets in one country but represent shares of issuers
domiciled in another country. Direct investments in foreign securities may be
made either on foreign securities exchanges or in the over-the-counter markets.
Subject to its investment objective and policies, each fund may invest in
common stocks, convertible securities, preferred stocks, bonds, notes and other
debt securities of foreign issuers and debt securities of foreign governments
and their agencies. The credit quality standards applicable to domestic
securities purchased by each fund are also applicable to its foreign securities
investments.
Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future
8
<PAGE>
political and economic developments, reduced availability of public information
concerning issuers, and the fact that foreign issuers are not generally subject
to uniform accounting, auditing and financial reporting standards or to other
regulatory practices and requirements comparable to those applicable to domestic
issuers.
MORTGAGE-RELATED AND OTHER
ASSET-BACKED SECURITIES
The funds may purchase mortgage-related and other asset-backed securities.
Mortgage pass-through securities are securities representing interests in
"pools" of mortgages in which payments of both interest and principal on the
securities are generally made monthly, in effect "passing through" monthly
payments made by the individual borrowers on the residential mortgage loans that
underlie the securities (net of fees paid to the issuer or guarantor of the
securities).
Early repayment of principal on mortgage pass-through securities (arising
from prepayments of principal due to sale of the underlying property,
refinancing, or foreclosure, net of fees and costs which may be incurred) may
expose the funds to a lower rate of return upon reinvestment of principal. Also,
if a security subject to prepayment were purchased at a premium, in the event of
prepayment, the value of the premium would be lost. Like other fixed-income
securities, when interest rates rise, the value of a mortgage-related security
generally will decline; however, when interest rates decline, the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed-income securities.
Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. government in the case of securities
guaranteed by the Government National Mortgage Association (GNMA), or guaranteed
by agencies or instrumentalities of the U.S. government in the case of
securities guaranteed by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC), which are supported only by the
discretionary authority of the U.S. government to purchase the agency's
obligations.
Mortgage pass-through securities created by nongovernmental issuers (such
as commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance and letters of credit, which may be issued by
governmental entities, private insurers, or the mortgage poolers.
The funds may also invest in collateralized mortgage obligations (CMOs).
CMOs are mortgage-backed securities issued by government agencies;
single-purpose, stand-alone financial subsidiaries; trusts established by
financial institutions; or similar institutions. The funds may buy CMOs that
meet the following criteria:
* Are collateralized by pools of mortgages in which payment of principal
and interest of each mortgage is guaranteed by an agency or
instrumentality of the U.S. government
* Are collateralized by pools of mortgages in which payment of principal
and interest are guaranteed by the issuer, and the guarantee is
collateralized by U.S. government securities
* Are securities in which the proceeds of the issue are invested in
mortgage securities and payments of principal and interest are supported
by the credit of an agency or instrumentality of the U.S. government
FORWARD CURRENCY EXCHANGE CONTRACTS
Some of the securities held by the funds may be denominated in foreign
currencies. Other securities, such as depositary receipts, may be denominated in
U.S. dollars but have a
9
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value that is dependent on the performance of a foreign security, as valued in
the currency of its home country. As a result, the value of a fund's portfolio
may be affected by changes in the exchange rate between foreign currencies and
the U.S. dollar, as well as by changes in the market value of the securities
themselves. The performance of foreign currencies relative to the dollar may be
a factor in a fund's overall performance.
To protect against adverse movements in exchange rates between currencies,
the funds may, for hedging purposes only, enter into forward currency exchange
contracts. A forward currency exchange contract obligates the fund to purchase
or sell a specific currency at a future date at a specific price.
Each fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.
By entering into a forward currency exchange contract with respect to the
specific purchase or sale of a security denominated in a foreign currency, the
funds can "lock in" an exchange rate between the trade and settlement dates for
that purchase or sale. This practice is sometimes referred to as "transaction
hedging." Each fund may enter into transaction hedging contracts with respect to
all or a substantial portion of its foreign securities trades.
When the manager believes that a particular currency may decline in value
compared to the dollar, the funds may enter into forward currency exchange
contracts to sell an amount of foreign currency equal to the value of some or
all of a fund's portfolio securities either denominated in, or whose value is
tied to, that currency. This practice is sometimes referred to as "portfolio
hedging." A fund may not enter into a portfolio hedging transaction where the
fund would be obligated to deliver an amount of foreign currency in excess of
the aggregate value of the fund's portfolio securities or other assets
denominated in, or whose value is tied to, that currency.
The funds will make use of portfolio hedging to the extent deemed
appropriate by the manager. However, it is anticipated that the funds will enter
into portfolio hedges much less frequently than transaction hedges.
If a fund enters into a forward currency exchange contract, the fund, when
required, will instruct its custodian bank to segregate cash or liquid
high-grade securities in a separate account in an amount sufficient to cover its
obligation under the contract. Those assets will be valued at market daily, and
if the value of the segregated securities declines, additional cash or
securities will be added so that the value of the account is not less than the
amount of the fund's commitment. At any given time, no more than 10% of a fund's
assets will be committed to a segregated account in connection with portfolio
hedging transactions.
Predicting the relative future values of currencies is very difficult, and
there is no assurance that any attempt to protect the funds against adverse
currency movements through the use of forward currency exchange contracts will
be successful. In addition, the use of forward currency exchange contracts tends
to limit the potential gains that might result from a positive change in the
relationship between the foreign currency and the U.S. dollar.
PORTFOLIO TURNOVER
Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives.
Management believes that the rate of portfolio turnover is irrelevant when it
believes a change is in order to achieve those objectives and, accordingly, the
annual portfolio turnover rate cannot be accurately predicted.
The portfolio turnover of the funds may be higher than other investment
companies with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage commissions, which is a cost that the funds
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pay directly. Portfolio turnover may also affect the character of capital gains,
if any, realized and distributed by a fund since short-term capital gains are
taxable as ordinary income.
REPURCHASE AGREEMENTS
Each fund may invest in repurchase agreements when such transactions
present an attractive short-term return on cash that is not otherwise committed
to the purchase of securities pursuant to the fund's investment policies.
A repurchase agreement occurs when a fund purchases an interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future (usually less than one week later) at a higher price. The repurchase
price reflects an agreed-upon interest rate during the time the fund's money is
invested in the security and is considered by the staff of the Securities and
Exchange Commission to be a loan by the fund.
A fund's risk in connection with repurchase agreements is the ability of
the seller to pay the repurchase price on the repurchase date. If the seller
defaults, the fund may incur costs, delays or losses. Management monitors the
creditworthiness of sellers.
The funds will enter into repurchase agreements only with those commercial
banks and broker-dealers whose creditworthiness has been reviewed and found
satisfactory by the funds' management pursuant to criteria adopted by the funds'
board of directors.
FUTURES AND OPTIONS CONTRACTS
Each fund may enter into domestic and foreign stock index futures
contracts. An index futures contract is an agreement to take or make delivery of
an amount of cash based on the difference between the value of the index at the
beginning and at the end of the contract period. Rather than actually purchasing
the securities of an index, the manager may purchase a futures contract, which
reflects the value of such underlying securities. For example, S&P 500 futures
reflect the value of the underlying companies that comprise the S&P 500
Composite Stock Price Index. If the aggregate market value of the underlying
index securities increases or decreases during the contract period, the value of
the S&P 500 futures can be expected to reflect such increase or decrease. As a
result, the manager is able to efficiently expose to the equity markets a
portion of a fund's assets that is being held for future equity investment
opportunities.
When a fund enters into a futures contract, it must make a deposit of cash
or high-quality debt securities, known as "initial margin," as partial security
for its performance under the contract. As the value of the index fluctuates,
either party to the contract is required to make additional margin payments,
known as "variation margin," to cover any additional obligation it may have
under the contract. Assets set aside by a fund as initial or variable margin may
not be disposed of so long as the fund maintains the contract.
The funds may not purchase leveraged futures. A fund will deposit in a
segregated account with its custodian bank cash or high-quality debt securities
in an amount equal to the fluctuating market value of the index contracts it has
purchased, less any margin deposited on its position. The funds will only invest
in exchange-traded futures.
DERIVATIVE SECURITIES
To the extent permitted by its investment objectives and policies, each of
the funds may invest in securities that are commonly referred to as "derivative"
securities. Generally, a derivative is a financial arrangement the value of
which is based on, or "derived" from, a traditional security, asset, or market
index. A mutual fund, of course, derives its value from the value of the
investments it holds and so might even be call a "derivative." Certain
derivative securities are more accurately described as "index/structured"
securities. Index/structured securities are derivative securities whose value or
performance
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is linked to other equity securities (such as depositary receipts or S&P 500
futures), currencies, interest rates, indices or other financial indicators
("reference indices").
Some "derivatives" such as mortgage-related and other asset-backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.
There are, in fact, many different types of derivatives and many different
ways to use them. There are a range of risks associated with those uses. Futures
and options are commonly used for traditional hedging purposes to attempt to
protect a fund from exposure to changing interest rates, securities prices, or
currency exchange rates and for cash management purposes as a low-cost method of
gaining exposure to a particular securities market without investing directly in
those securities.
No fund may invest in a derivative security unless the reference index or
the instrument to which it relates is an eligible investment for the fund. For
example, a security whose underlying value is linked to the S&P 500 Index would
be a permissible investment since each of the funds may invest in the securities
of companies comprising the S&P 500 Index (assuming they otherwise meet the
other requirements for the fund), while a security whose underlying value is
linked to the price of oil would not be a permissible investment since the funds
may not invest in oil and gas leases or futures.
The return of a derivative security may increase or decrease, depending
upon changes in the reference index or instrument to which it relates.
Because their performance is tied to a reference index or another
instrument, a fund investing in derivative securities, in addition to being
exposed to the credit risk of the issuer of the security, will also bear the
market risk of changes in the reference index or instrument to which it relates.
The board of directors has approved the manager's policy regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection with a purchase of derivative securities. The policy
also establishes a committee that must review certain proposed purchases before
the purchases can be made. The manager will report on fund activity in
derivative securities to the board of directors as necessary. In addition, the
board will review the manager's policy for investments in derivative securities
annually.
PORTFOLIO LENDING
In order to realize additional income, each fund may lend its portfolio
securities to persons not affiliated with it and who are deemed to be
creditworthy. Such loans must be secured continuously by cash, collateral or by
irrevocable letters of credit maintained on a current basis in an amount at
least equal to the market value of the securities loaned. During the existence
of the loan, the funds must continue to receive the equivalent of the interest
and dividends paid by the issuer on the securities loaned and interest on the
investment of the collateral. The funds must have the right to call the loan and
obtain the securities loaned at any time on five days' notice, including the
right to call the loan to enable Twentieth Century to vote the securities. Such
loans may not exceed one-third of a fund's net assets valued at market.
WHEN-ISSUED SECURITIES
Each fund may purchase new issues of securities on a when-issued basis
without limit when, in the opinion of the manager, such purchases will further
the investment objectives of such fund. The price of when-issued securities is
established at the time the commitment to purchase is made. Delivery of and
payment for these securities typically occur 15 to 45 days after the commitment
to purchase. Market rates of interest on debt securities at the time of delivery
may be higher or lower than those contracted for on the when-issued security.
Accordingly, the value of such security may
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decline prior to delivery, which could result in a loss to the fund. A separate
account consisting of cash or high-quality liquid debt securities in an amount
at least equal to the when-issued commitments will be established and maintained
with the custodian. No income will accrue to the fund prior to delivery.
SHORT SALES
Each fund may engage in short sales if, at the time of the short sale, the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost. These transactions allow a fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.
A fund may make a short sale when it wants to sell the security it owns at
a current attractive price, but also wishes to defer recognition of gain or loss
for federal income tax purposes and for purposes of satisfying certain tests
applicable to regulated investment companies under the Internal Revenue Code.
RULE 144A SECURITIES
The funds may, from time to time, purchase Rule 144A securities when they
present attractive investment opportunities that otherwise meet Twentieth
Century's criteria for selection. Rule 144A securities are securities that are
privately placed with and traded among qualified institutional buyers rather
than the general public. Although Rule 144A securities are considered
"restricted securities," they are not necessarily illiquid.
With respect to securities eligible for resale under Rule 144A, the staff
of the Securities and Exchange Commission has taken the position that the
liquidity of such securities in the portfolio of a fund offering redeemable
securities is a question of fact for the board of directors to determine, such
determination to be based upon a consideration of the readily available trading
markets and the review of any contractual restrictions. Accordingly, the board
of directors is responsible for developing and establishing the guidelines and
procedures for determining the liquidity of Rule 144A securities. As allowed by
Rule 144A, the board of directors of Twentieth Century has delegated the
day-to-day function of determining the liquidity of Rule 144A securities to the
manager. The board retains the responsibility to monitor the implementation of
the guidelines and procedures it has adopted.
Since the secondary market for such securities is limited to certain
qualified institutional investors, the liquidity of such securities may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, Twentieth Century will consider appropriate
remedies to minimize the effect on such fund's liquidity. No fund may invest
more than 15% of its assets in illiquid securities (securities that may not be
sold within seven days at approximately the price used in determining the net
asset value of fund shares).
PERFORMANCE ADVERTISING
From time to time, Twentieth Century may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return.
Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compound return over a stated period of time that would
have produced the fund's cumulative total return over the same period.
Each fund also may include in advertisements data comparing performance
with the performance of non-related investment media, published editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services) and publications that monitor the performance of
mutual funds. Performance information may be quoted numerically or may be
presented in a table, graph
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or other illustration. In addition, fund performance may be compared to
well-known indices of market performance, such as the Standard & Poor's 500
Composite Stock Price Index, the Standard & Poor's 400 Index, the Consumer Price
Index, the Dow Jones Industrial Average, the S&P/Barra Value, the Lipper Equity
Income Fund Index, Donohue's Money Fund Average, the Bank Rate Monitor National
Index of 21/2-year CD rates, the Shearson Lehman Government Corporate Index, the
Salmon Bond Index, the Dow Jones World Index, the IFC Global Composite Index,
the Morgan Stanley Capital International Europe, Australia, Far East Index (EAFE
Index), and composite indexes consisting of two or more of the above designed to
more accurately reflect fund holding. Fund performance may also be compared to
the rankings prepared by Lipper Analytical Services, Inc. Fund performance may
also be compared to other funds in the Twentieth Century family of funds. It may
also be combined or blended with other funds in the Twentieth Century family,
and that combined or blended performance may be compared to the same indices to
which individual funds may be compared.
All performance information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.
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HOW TO INVEST WITH TWENTIETH CENTURY
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TWENTIETH CENTURY FAMILY OF FUNDS
In addition to the funds offered by this prospectus, the Twentieth Century
family of funds also includes funds offered by Twentieth Century Investors,
Inc., Twentieth Century World Investors, Inc., Twentieth Century Capital
Portfolios, Inc. and Twentieth Century Premium Reserves, Inc. Please call the
Investors Line for a prospectus and additional information about the other funds
in the Twentieth Century family of funds.
The Twentieth Century family of mutual funds also now includes the funds
offered by The Benham Group as a result of the acquisition of Benham Management
Corporation, the investment manager of The Benham Group, by Twentieth Century
Companies, Inc. The Benham Group offers several funds with investment objectives
similar to funds within the Twentieth Century family, but with different fee
structures. You also may wish to consider the funds of The Benham Group for your
investment needs. For a prospectus and more information about those funds,
please call 1-800-331-8331.
INVESTING IN TWENTIETH CENTURY
You may make an initial investment in a fund in any amount you choose.
Subsequent investments to purchase additional shares in any one fund account
must be in an amount of not less than $50.*
While there is no minimum investment requirement, if you have one or more
accounts with a share value of less than $2,500 ($1,000 for Uniform
Gifts/Transfers to Minors Acts ["UGMA/UTMA"] accounts), you must establish an
automatic monthly investment to purchase additional shares in each such fund
account in an amount of $50 or more.** See "Automatic Monthly Investments," page
16, and "Automatic Redemption of Shares," page 22.
*This requirement does not apply to 403(b) accounts and other types of
tax-deferred retirement plan accounts.
**This requirement does not apply to Individual Retirement Accounts, 403(b)
accounts and other types of tax-deferred retirement plan accounts.
You may invest in the following ways:
BY MAIL
Send your application and check or money order to Twentieth Century. Checks
must be payable in U.S. dollars.
WHEN MAKING SUBSEQUENT INVESTMENTS, ENCLOSE YOUR CHECK WITH THE RETURN
REMITTANCE PORTION OF THE CONFIRMATION OF YOUR PREVIOUS INVESTMENT. If the
remittance slip is not available, indicate your name, address and account number
on your check or a separate piece of paper.
Orders to purchase shares are effective on the day Twentieth Century
receives your check or money order. See "When Share Price is Determined," page
25.
BY TELEPHONE
Once your account is open, you may make investments by telephone if you
have elected the service authorizing Twentieth Century to draw on your bank
account by electronic draft when you call with instructions. Investments made by
phone are effective at the time of your call. See "When Share Price Is
Determined," page 25.
BY WIRE
You may make your initial or subsequent investments in Twentieth Century by
wiring funds. To do so:
(1)Instruct your bank to wire funds to the Boatmen's First National Bank
of Kansas City, Missouri (ABA routing number 101000035).
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(2)Be sure to specify on the wire:
(a)Twentieth Century Strategic Portfolios, Inc.
(b)The fund you are buying and account number.
(c)Your name.
(d)Your city and state.
(e)Your taxpayer identification number.
Wired funds are considered received on the day they are deposited in
Twentieth Century's account if they are deposited before the close of business
on the New York Stock Exchange, usually 3 p.m. Central time. See "When Share
Price Is Determined," page 25.
AUTOMATIC MONTHLY INVESTMENTS
Once your account is open, you may make investments automatically by
electing the service authorizing Twentieth Century to draw on your bank account
regularly by a preauthorized electronic draft. Such investments must be in
amounts of not less than $50. You should inquire at your bank whether it will
honor a pre-authorized check or electronic debit. Contact Twentieth Century if
your bank requires additional documentation.
You may change the date or amount of your monthly investment at any time by
calling or writing to Twentieth Century at least five business days before the
change is to become effective.
ADDITIONAL INFORMATION
ABOUT INVESTMENTS
Twentieth Century cannot accept investments specifying a certain price,
date or number of shares and will return these investments.
Once you have mailed or otherwise transmitted your investment instructions
to Twentieth Century, it may not be modified or canceled.
The funds reserve the right to suspend the offering of shares for a period
of time, and they reserve the right to reject any specific purchase order,
including purchases by exchange or conversion. Additionally, purchases may be
refused if, in the opinion of the manager, they are of a size that would disrupt
the management of the fund.
Twentieth Century intends, upon 60 days' prior notice, to involuntarily
redeem shares in any account that does not meet any required minimum share value
or automatic monthly investment applicable to such account. Twentieth Century
reserves the right to change such requirements from time to time or waive it in
whole or in part for certain classes of investors. See "Automatic Monthly
Investments," on this page, and "Automatic Redemption of Shares," page 22.
Transactions in shares of the fund may be executed by brokers or investment
advisers who charge a fee for their services. You should be aware of the fact
that these transactions may be made directly with Twentieth Century without
incurring such fees.
TAX IDENTIFICATION NUMBER
You must furnish Twentieth Century with your tax identification number and
state whether or not you are subject to withholding for prior under-reporting,
certified under penalties of perjury as prescribed by the Internal Revenue Code
and Regulations. Unless previously furnished, an investment received without
such certification will be returned. Instructions to convert or transfer shares
held in an established account will be refused unless the certification has been
provided, and redemption of such shares will be subject to federal tax
withholding at the rate of 31%. In addition, redemption proceeds will be reduced
by $50 to reimburse Twentieth Century for the penalty that the IRS will impose
on the company for failure to report your tax identification number on
information reports. Please avoid these penalties by correctly furnishing your
tax identification number.
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CERTIFICATES
At your written request, Twentieth Century will issue negotiable stock
certificates. Unless your shares are purchased with wired funds, a certificate
will not be issued until 15 days have elapsed from the time of purchase, or
Twentieth Century has satisfactory proof of payment, such as a copy of your
canceled check.
SPECIAL SHAREHOLDER SERVICES
You may establish one or more special services, which are designed to
provide an easy way to do business with Twentieth Century. By electing these
services on your application or by completing the appropriate forms, you may
authorize:
* Investments by phone.
* Automatic Monthly Investments.
* Conversions and redemptions by phone.
* Conversions and redemptions in writing signed by only one registered owner.
* Redemptions without a signature guarantee.
* Transmission of redemption proceeds by wire or electronic funds transfer.
An election to establish any of the above services, except Automatic
Monthly Investments, also will apply to all existing or future accounts in the
Twentieth Century family of funds, listed under the same Social Security number
or employer identification number.
With regard to the service that enables you to convert and redeem by phone
or in writing signed by only one registered owner and with respect to
redemptions without a signature guarantee, Twentieth Century, its transfer agent
and investment adviser will not be responsible for any loss for instructions
that they reasonably believe are genuine. Twentieth Century intends to employ
reasonable procedures to confirm that instructions received by Twentieth Century
for your account in fact are genuine. Such procedures will include requiring
personal information to verify the identity of callers, providing written
confirmations of transactions, and recording telephone calls. If Twentieth
Century does not employ reasonable procedures to confirm the genuineness of
instructions, then Twentieth Century may be liable for losses due to
unauthorized or fraudulent instructions.
HOW TO CONVERT YOUR INVESTMENT
FROM ONE TWENTIETH CENTURY
FUND TO ANOTHER
Subject to any applicable minimum initial investment requirements, you may
exchange ("convert") your fund shares to shares of any of the other funds
(except Giftrust Investors) in the Twentieth Century family of funds. Please
call the Investors Line for a prospectus and additional information about the
other funds in the Twentieth Century family of funds.
Except as noted below, conversions from any one fund account are limited to
four times in any one calendar year. In addition, the shares being converted and
the shares of each fund being acquired must have a current value of at least
$500 and otherwise meet the minimum investment requirement, if any, of the fund
being acquired. If you would like to convert your shares, please call the
Investors Line for a prospectus and additional information about the other funds
in the Twentieth Century family of funds. See "Additional Information About
Conversions," page 18.
Shares of the funds may be received in exchange for shares of any series
issued by the other members of the Twentieth Century family of mutual funds.
The conversion privilege is not designed to afford shareholders a way to
play short-term swings in the market. Twentieth Century is not suitable for that
purpose.
BY TELEPHONE
You may convert your shares by phone if you have authorized Twentieth
Century to
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accept telephone instructions. Before calling, read "Additional Information
About Conversions," below.
BY MAIL
You may direct Twentieth Century in writing to convert your shares.
If you have authorized Twentieth Century to accept written instructions
from any one registered owner, and if the shares are owned by two or more
persons, only one signature is required on your written conversion request.
Otherwise, the request should be signed by each person in whose name the shares
are registered. All signatures should be exactly as the name appears in the
registration; for example, if an owner's name is registered as John Robert
Jones, he should sign that way and not as John R. Jones.
Before writing, read "Additional Information About Conversions," below.
ADDITIONAL INFORMATION ABOUT CONVERSIONS
(1) In a conversion of shares from one fund account to shares of another
fund account, the shares being sold and the new shares being
purchased must have a current value of at least $500, and you must
meet any investment minimum imposed by the fund being acquired.
(2) Conversions from any one fund account are limited to four times in
any one calendar year except for the conversion of shares pursuant to
an automatic monthly conversion. [This limitation does not apply to
shares held in 403(b) accounts, certain pooled accounts owned by
institutional investors, and time-phased redemptions of shares with a
value in excess of $250,000.]
(3) The shares being acquired must be qualified for sale in your state of
residence.
(4) If the shares are represented by a negotiable stock certificate, the
certificate must be returned before the conversion can be effected.
(5) Once you have telephoned or mailed your conversion request, it is
irrevocable and may not be modified or canceled.
(6) If, in any 90-day period, the total of your conversions and your
redemptions from any one account exceeds the lesser of $250,000 or 1%
of the fund's assets, further conversions will be subject to special
requirements to comply with Twentieth Century's policy on large
redemptions. See "Special Requirements for Large Redemptions," page
21.
(7) For purposes of processing conversions, the value of the shares
surrendered and the value of the shares acquired are the net asset
values of such shares next computed after receipt of your conversion
order.
(8) Shares may not be converted unless you have furnished Twentieth
Century with your tax identification number, certified as prescribed
by the Internal Revenue Code and Regulations. See"Tax Identification
Number," page 16.
(9) Conversion of shares is, for federal income tax purposes, a sale of
the shares on which you may realize a taxable gain or loss.
(10) If the request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, Twentieth Century
will require evidence satisfactory to it of the authority of the
individual signing the request.
HOW TO REDEEM SHARES
Twentieth Century will redeem or "buy back" your shares at any time at the
net asset value next determined after receipt of a redemption request in good
order. Before redeeming, please read "Special Requirements for Large
Redemptions," page 21, "Additional Information About Redemptions," page 22 and
"When Share Price Is Determined," page 25. Your redemption proceeds may be
delayed if you have owned your shares less than 15 days. See "Redemption
Proceeds," page 20.
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All requests to redeem shares made within 30 days of our receipt of an
address change (including requests to redeem that accompany an address change),
which are to be paid by check, must be in writing. Additionally, the request
must be signed by each person in whose name the shares are owned, and all
signatures must be guaranteed. See "Signature Guarantee," page 20 and "How to
Change Your Address of Record," page 23.
BY TELEPHONE
If you have authorized Twentieth Century to accept telephone instructions,
you may redeem your shares by telephone. Once made, your telephone request may
not be modified or canceled.
If you call before the close of the New York Stock Exchange ("NYSE" or the
"Exchange"), usually 3 p.m. Central time, you will receive that day's closing
price.
Before calling, read "Additional Information About Redemptions," page 22.
BY MAIL
Your written instructions to redeem shares may be in any one of the
following forms:
* A redemption form, available from Twentieth Century.
* A letter to Twentieth Century.
* An assignment form or stock power.
* An endorsement on the back of your negotiable stock certificate, if you
have one.
Once mailed to Twentieth Century, the redemption request is irrevocable and
may not be modified or canceled.
If you have authorized Twentieth Century to accept written instructions
from any one registered owner without a signature guarantee, only one signature
is required on your written redemption request and it need not be guaranteed.
If you have not elected this special service, all signatures must be
guaranteed. See "Signature Guarantee," page 20. The request must be signed by
each person in whose name the shares are registered; for example, in the case of
joint ownership, each owner must sign.
All signatures should be exactly as the name appears in the registration.
If the owner's name appears in the registration as Mary Elizabeth Jones, she
should sign that way and not as Mary E. Jones.
Before writing, see "Additional Information About Redemptions," page 22.
BY CHECK-A-MONTH
Twentieth Century's Check-A-Month plan automatically redeems enough shares
each month to provide you with a check for a minimum of $25. To set up a
Check-A-Month plan, call Twentieth Century for instructions.
Shares will be redeemed on the 20th day of each month or the next business
day, and your check will be mailed the next day. If your monthly checks exceed
the dividends, interest and capital appreciation on your shares, the payments
will deplete your investment.
Amounts paid to you by Check-A-Month are not a return on your investment.
They are derived from the redemption of shares in your account, and you must
report on your income tax return gains or losses that you realize.
You may specify a Check-A-Month when you make your first investment. If you
order a Check-A-Month thereafter, then, as in any redemption, the request for a
Check-A-Month or any increase in amount must be signed by all owners with their
signatures guaranteed unless Twentieth Century has been authorized to accept
instructions from any one owner, by telephone or in writing, without a signature
guarantee.
You may request that the Check-A-Month be sent to an address other than the
address of record at the time of your first investment. Thereafter, a request to
send a Check-A-Month to an address other than the address of record must be
signed by all owners, with their signatures guaranteed.
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Twentieth Century may terminate the Check-A-Month at any time, upon notice
to you, and you likewise may terminate it or change the amount of the
Check-A-Month by notice to Twentieth Century in writing or by telephone.
Termination or change will become effective within five business days following
receipt of your instruction.
Your Check-A-Month plan may begin anytime after you have owned your shares
for 15 days.
SIGNATURE GUARANTEE
When a signature guarantee is required, each signature must be guaranteed
by a domestic bank or trust company, credit union, broker, dealer, national
securities exchange registered securities association, clearing agency or
savings association as defined by federal law. The institution providing the
guarantee must use a signature guarantee ink stamp or medallion that states
"Signature(s) Guaranteed" and be signed in the name of the guarantor by an
authorized person with that person's title and the date. Twentieth Century may
reject a signature guarantee if the guarantor is not a member of or participant
in a signature guarantee program.
Shareholders living abroad may acknowledge their signatures before a U.S.
consular officer. Military personnel in foreign countries may acknowledge their
signatures before officers authorized to take acknowledgments; e.g., legal
officers and adjutants.
Twentieth Century may waive the signature guarantee on a redemption of
$5,000 or less if it is able to verify the signatures of all registered owners
from its account records. Twentieth Century reserves the right to amend or
discontinue this waiver policy at any time and, with regard to a particular
redemption transaction, to require a signature guarantee at its discretion.
REDEMPTION PROCEEDS
Redemption proceeds may be sent to you:
BY MAIL
If your redemption check is mailed, it is usually mailed on the second
business day after receipt of your redemption request, but not later than seven
days afterwards. If a redemption is requested shortly after a recent purchase
made by check or electronic draft, Twentieth Century will process the
redemption, but may hold the redemption proceeds beyond seven days until your
purchase funds have cleared, which may take up to 15 days or more.
No interest is paid on the redemption proceeds after the redemption is
processed but before your redemption check is mailed. If you anticipate
redemptions soon after you purchase your shares, you are advised to wire funds
to avoid delay.
Except for a direct transfer of proceeds from an IRA or 403(b) to a
custodian of another IRA or 403(b), and as noted below, all checks will be made
payable to the registered owner of the shares and will be mailed only to the
ADDRESS OF RECORD.
If you would like a redemption check made payable to someone other than the
registered owner of the shares and/or mailed to an address other than the
address of record, your request to redeem must (1) be made in writing; (2)
include an instruction to make the check payable to someone other than the
registered owner of the shares and/or mail it to an address other than the
address of record; and (3) be signed by all registered owners with their
signatures guaranteed. See "Signature Guarantee," on this page. Redemptions from
UGMA/UTMA accounts and from certain types of retirement accounts, such as IRA,
403(b) and qualified retirement plan accounts, will not be eligible for this
special service. If you would like to use this special service but are not
certain that a redemption from your account is eligible, please call Twentieth
Century
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prior to submitting your request. See "Telephone Services," page 22.
BY WIRE AND ELECTRONIC FUNDS TRANSFER
You may authorize Twentieth Century to transmit redemption proceeds by wire
or electronic funds transfer. These services will be effective 30 days after
Twentieth Century receives the authorization.
Proceeds from the redemption of shares will normally be transmitted on the
first business day, but not later than the seventh day, following the
redemption.
Your bank usually will receive wired funds the day they are transmitted or
the next day. Electronically transferred funds will ordinarily be received
within one to seven days after transmission. Once the funds are transmitted, the
time of receipt and the availability of the funds are not within Twentieth
Century's control. Wired funds are subject to a charge of $10 to cover bank wire
charges, which is deducted from redemption proceeds.
If your bank account changes, you must send a new "voided" check,
preprinted with your bank registration, with written instructions, including tax
identification number. The change will be effective 30 days after receipt by
Twentieth Century.
Redemption proceeds will be transmitted by wire or electronic funds
transfer only after Twentieth Century is satisfied that checks or electronic
drafts that paid for the shares have cleared, i.e., after 15 days have elapsed
from the time of purchase, or you have furnished Twentieth Century with
satisfactory proof that the purchase funds have cleared. If a purchase were made
by check, for example, a copy of the canceled check would be satisfactory proof.
No interest is paid on the redemption proceeds after the redemption is processed
but before your redemption proceeds are transmitted. If you anticipate
redemptions within 15 days after you purchase shares, you are advised to wire
funds to pay for your purchases to avoid delay.
SPECIAL REQUIREMENTS
FOR LARGE REDEMPTIONS
Twentieth Century has elected to be governed by Rule 18f-1 under the
Investment Company Act, which obligates each fund to redeem shares in cash, with
respect to any one shareholder during any 90-day period, up to the lesser of
$250,000 or 1% of the assets of the fund. Although redemptions in excess of this
limitation will also normally be paid in cash, Twentieth Century reserves the
right to honor these redemptions by making payment in whole or in part in
readily marketable securities (a "redemption-in-kind"). If payment is made in
securities, the securities will be selected by the fund, will be valued in the
same manner as they are in computing the fund's net asset value and will be
provided to you in lieu of cash without prior notice.
If you expect to make a large redemption and would like to avoid any
possibility of being paid in securities, you may do so by providing Twentieth
Century with an unconditional instruction to redeem at least 15 days prior to
the date on which the redemption transaction is to occur. The instruction must
specify the dollar amount or number of shares to be redeemed and the date of the
transaction. Receipt of your instruction 15 days prior to the transaction
provides a fund with sufficient time to raise the cash in an orderly manner to
pay the redemption and thereby minimizes the effect of the redemption on the
fund and its remaining shareholders.
Despite its right to redeem fund shares through a redemption-in-kind,
Twentieth Century does not expect to exercise this option unless a fund has an
unusually low level of cash to meet redemptions and/or is experiencing unusually
strong demands for its cash. Such a demand might be caused, for example, by
extreme market conditions that result in an abnormally high level of redemption
requests concentrated in a short period of time. Absent these or similar
circumstances, Twentieth Century expects redemptions in excess of $250,000 to be
paid in cash in any fund with assets of more than $50 million if
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total redemptions from any one account in any 90-day period do not exceed
one-half of 1% of the total assets of the fund.
AUTOMATIC REDEMPTION OF SHARES
Whenever the shares held in an account have a value of less than $2,500
($1,000 for UGMA/UTMA accounts), a notification will be sent advising you of the
need to either make an investment to bring the value of the shares held in the
account up to $2,500 ($1,000) or to establish a $50 or more automatic monthly
investment to purchase additional shares. If the investment is not made or the
automatic monthly investment is not established within 60 days from the date of
notification, the shares held in the account will be redeemed and the proceeds
from the redemption will be sent by check to your address of record.
The automatic redemption of shares will not apply to Individual Retirement
Accounts, 403(b) accounts and other types of tax-deferred retirement plan
accounts. In addition, Twentieth Century reserves the right to modify its policy
regarding the automatic redemption of shares, or to waive such policy in whole
or in part for certain classes of investors.
ADDITIONAL INFORMATION ABOUT REDEMPTIONS
If you experience difficulty in making a telephone redemption during
periods of drastic economic or market changes, your redemption request may be
made by regular or express mail. It will be implemented at the net asset value
next determined after your request has been received by Twentieth Century in
good order. Twentieth Century reserves the right to revise or terminate the
telephone redemption privilege at any time.
Redemptions specifying a certain date or price cannot be accepted and will
be returned.
If the shares are represented by a negotiable stock certificate, the
certificate must be returned before the redemption can be effected.
All redemptions are made and the price is determined on the day when all
documentation, properly completed, is received by Twentieth Century. See "When
Share Price Is Determined," page 25.
If the request to redeem is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, Twentieth Century will require
evidence satisfactory to it of the authority of the individual signing the
request. Please call or write Twentieth Century for further information.
A request to redeem shares in an IRA or 403(b) plan must be accompanied by
an IRS Form W4-P and a reason for withdrawal as specified by the IRS.
TELEPHONE SERVICES
INVESTORS LINE
You may reach a Twentieth Century Customer Service Representative by
calling our Investors Line at 1-800-345-2021. On our Investors Line, you may
request information about our funds and a current prospectus, speak with a
Customer Service Representative about your account, or get answers to any
questions that you may have about the funds and the services we offer. In
addition, if you have authorized telephone transactions in your account, you may
have a Customer Service Representative help you with investment, conversion and
redemption transactions.
Unusual stock market conditions have in the past resulted in an increase in
the number of shareholder telephone calls. If you experience difficulty in
reaching Twentieth Century on the Investors Line during such periods, you should
consider sending your transaction instructions by mail, express mail or courier
service or using our Automated Information Line, if you have requested and
received an access code and are not attempting to redeem shares.
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AUTOMATED INFORMATION LINE
In addition to reaching us on our Investors Line, you may also reach us by
telephone on our Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765. By calling the Automated Information Line, you may listen to
fund prices, yields and total return figures. You may also obtain an access code
that will allow you to use the Automated Information Line to make investment and
conversion transactions in your accounts and obtain your share balance, value
and most recent transaction. Redemption transactions cannot be made on the
Automated Information Line. Please call our Investors Line at 1-800-345-2021 for
more information on how to obtain an access code for our Automated
Information Line.
HOW TO CHANGE YOUR ADDRESS OF RECORD
You may notify Twentieth Century of changes in your address of record
either by writing us or calling our Investors Line. Because your address of
record impacts every piece of information we send to you, you are urged to
notify us promptly of any change of address. To protect you and Twentieth
Century, all requests to redeem shares made within 30 days of our receipt of an
address change (including requests to redeem that accompany an address change),
which are to be paid by check, must be made in writing, signed by each person in
whose name the shares are owned, and all signatures must be guaranteed. See
"Signature Guarantee," page 20.
TAX-QUALIFIED RETIREMENT PLANS
Each fund is available for your tax-deferred retirement plan. Call or write
Twentieth Century and request the appropriate forms for:
* Individual Retirement Accounts (IRAs).
* 403(b) plans for employees of public school systems and non-profit
organizations.
* Profit sharing plans and pension plans for corporations and other
employers.
HOW TO TRANSFER AN INVESTMENT
TO A TWENTIETH CENTURY
RETIREMENT PLAN
It's easy to transfer your tax-deferred plan to Twentieth Century from
another company or custodian. Call or write Twentieth Century for a request to
transfer form.
If you direct Twentieth Century to transfer funds from an existing
non-retirement Twentieth Century account into a retirement account, the shares
in your non-retirement account will be redeemed. The redemption proceeds will be
invested in your Twentieth Century IRA or other tax-qualified retirement plan.
The redemption is a taxable event resulting in a taxable gain or loss.
HOW TO TRANSFER YOUR
SHARES TO ANOTHER PERSON
You may transfer ownership of your shares to another person or organization
by sending written instructions to Twentieth Century, signed by all owners and
with signatures guaranteed as described under "Signature Guarantee," page 20. If
the shares are represented by a negotiable stock certificate, the certificate
must be returned with your transfer instructions.
REPORTS TO SHAREHOLDERS
At the end of each quarter, Twentieth Century will send you a consolidated
statement that summarizes all of your Twentieth Century holdings. At the same
time, you will also receive an individual statement for each Twentieth
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Century fund you own with complete year-to-date information on activity in your
account. You may at any time also request a statement of your account activity
be sent to you.
With the exception of the automatic transactions noted below, each time you
invest, redeem, transfer or convert shares, Twentieth Century will send you a
confirmation of the transaction. Effective October 1, 1995, automatic monthly
investment purchases and 403(b) purchases (other than transfers), and effective
November 1, 1995, conversions made in a Convert-A-Month program, purchases made
by direct deposit and transfers made in a Transfer-A-Month program, will no
longer be confirmed immediately, but rather will be confirmed on your next
consolidated quarterly statement. Please carefully review all information in
your confirmation or consolidated statement relating to transactions to ensure
that your instructions have been acted on properly. If you believe we have
processed a transaction you requested incorrectly, please notify us as soon as
possible. If you fail to notify us of an error with reasonable promptness, i.e.,
within 30 days of the date of your nonautomatic transactions (or within 30 days
of the date of your consolidated quarterly statement in the case of the
automatic transactions noted above) we will deem you to have ratified the
transaction.
No later than January 31 of each year, Twentieth Century will send you the
following reports, which you may use in completing your U.S. income tax return:
Form 1099-DIV Reports taxable distributions during the preceding year. (If you
did not receive taxable distributions in the previous year, you
will not receive a 1099-DIV.)
Form 1099-B Reports proceeds paid on redemptions during the preceding year.
Form 1099-R Reports distributions from IRAs and 403(b) plans during the
preceding year.
At such time as prescribed by law, Twentieth Century will send you a Form
5498, which reports contributions to your IRA for the previous calendar year.
In August of each year, Twentieth Century will send you an annual report
that includes audited financial statements for the fiscal year ending the
preceding June 30 and a list of securities in its portfolio on that date. In
February of each year, Twentieth Century will send you a semiannual report that
includes unaudited financial statements for the six months ending the preceding
December 31, as well as a list of securities in its portfolio on that date.
Twentieth Century does not publish interim lists of portfolio securities.
Twentieth Century usually will prepare a new prospectus on February 1 of
each year. If not sent before, you will receive a current prospectus with the
confirmation of your first investment after that date.
It is important that you notify Twentieth Century promptly of any change of
address. See "How to Change Your Address of Record," page 23.
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ADDITIONAL INFORMATION YOU SHOULD KNOW
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SHARE PRICE
WHEN SHARE PRICE IS DETERMINED
The price of your shares is their net asset value next determined after
receipt of your instruction to purchase, convert or redeem. Net asset value is
determined by calculating the total value of a fund's assets, deducting total
liabilities and dividing the result by the number of shares outstanding. Net
asset value is determined on each day that the NYSE is open.
Investments and requests to redeem shares will receive the share price next
determined after receipt by Twentieth Century of the investment or redemption
request. For example, investments and requests to redeem shares received by
Twentieth Century before the close of business on the NYSE are effective on, and
will receive the price determined, that day as of the close of the Exchange.
Redemption requests received thereafter are effective on, and receive the price
determined, as of the close of the Exchange on the next day the Exchange is
open.
Investments are considered received only when your check or wired funds are
received by Twentieth Century. Wired funds are considered received on the day
they are deposited in Twentieth Century's bank account if they are deposited
before the close of business on the Exchange, usually 3 p.m. Central time.
Investments by telephone pursuant to your prior authorization to Twentieth
Century to draw on your bank account are considered received at the time of your
telephone call.
Investment and transaction instructions received by Twentieth Century on
any business day by mail at its office prior to the close of business on the
Exchange, usually 3 p.m. Central time, will receive that day's price.
Investments and instructions received after that time will receive the price
determined on the next business day.
HOW SHARE PRICE IS DETERMINED
The valuation of assets for determining net asset value may be summarized
as follows:
Portfolio securities of each fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges are generally valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
price is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices or at
the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in good faith
by the board of directors.
Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.
Pursuant to a determination by Twentieth Century's board of directors that
such value represents fair value, debt securities with maturities of 60 days or
less are valued at amortized cost. When a security is valued at amortized cost,
it is valued at its cost when purchased and thereafter by assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the NYSE, usually 3 p.m. Central
time, if that is earlier. That value is then converted to dollars at the
prevailing foreign exchange rate.
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Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed at various times before the close
of business on each day that the NYSE is open. If an event were to occur after
the value of a security was established but before the net asset value per share
was determined, which was likely to materially change the net asset value, then
that security would be valued at fair value as determined by the board of
directors. Trading of these securities in foreign markets may not take place on
every NYSE business day. In addition, trading may take place in various foreign
markets on Saturdays or on other days when the Exchange is not open and on which
a fund's net asset value is not calculated. Therefore, such calculation does not
take place contemporaneously with the determination of the prices of many of the
portfolio securities used in such calculation and the value of a fund's
portfolio may be affected on days when shares of the fund may not be purchased
or redeemed.
WHERE TO FIND INFORMATION ABOUT SHARE PRICE
The net asset values of the funds will be published in leading newspapers
daily upon meeting the minimum fund size and number of shareholders for each
listing. The net asset value of each fund may also be obtained by calling
Twentieth Century at 1-800-345-2021. See "Telephone Services," page 22.
DISTRIBUTIONS
Distributions from net investment income and net realized securities gains,
if any, generally are declared and paid once a year, but the funds may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the Investment Company Act.
GENERAL INFORMATION ABOUT DISTRIBUTIONS
Distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 and distributions on shares purchased within the
last 15 days, however, will not be paid in cash and will be reinvested. You may
elect to have distributions on shares of Individual Retirement Accounts and
403(b) plans paid in cash only if you are 59 1/2 years old or permanently and
totally disabled. Distribution checks normally are mailed within seven days
after the record date.
The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.
A distribution on shares of a fund does not increase the value of your
shares or your total return. At any given time, the value of your shares
includes the undistributed net gains, if any, realized by the fund on the sale
of portfolio securities and undistributed dividends and interest received, less
fund expenses.
Because undistributed gains and dividends are included in the value of your
shares prior to distribution, when they are distributed, the value of your
shares will be reduced by the amount of the distribution. If you buy your shares
just before the distribution, you will pay the full price for your shares and
then receive a portion of the purchase price back as a taxable distribution. See
"Taxes," page 27.
If your distribution is reinvested in additional shares, the distribution
has no effect on the total value of your investment; while you own more shares,
the price of each share has been reduced by the amount of the distribution.
Likewise, if you take your distribution in cash, the value of your shares after
the record date plus the cash received is equal to the value of the shares
before the record date. For example, if your shares immediately before the
distribution have a value of $10, including $2 in dividends and capital gains
realized by the fund during the year, and if the $2 is distributed, the value
will decline to $8. If the $2
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is reinvested at $8 per share, you will receive .250 shares, so that, after the
distribution, you will have 1.250 shares at $8 per share, or $10, the same as
before.
TAXES
Twentieth Century has elected to be taxed as a regulated investment company
under Sub-chapter M of the Internal Revenue Code, which means that to the extent
its income is distributed to shareholders, it pays no income taxes.
Distributions of net investment income and net short-term capital gains are
taxable to you as ordinary income. Distributions from net long-term capital
gains are taxable as long-term capital gains regardless of the length of time
you have held the shares on which such distributions are paid. However, you
should note that any loss realized upon the sale or redemption of shares held
for six months or less will be treated as a long-term capital loss to the extent
of any distribution of long-term capital gain to you with respect to such
shares.
Dividends and interest received by the funds on foreign securities, and, in
limited circumstances capital gains realized by the funds upon the sale of such
securities, may give rise to withholding and other taxes imposed by foreign
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. Foreign countries generally do not impose taxes
on capital gains in respect of investments by non-resident investors. The
foreign taxes paid by a fund will reduce its dividends.
Distributions are taxable to you regardless of whether they are taken in
cash or reinvested, even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution, you must pay income taxes on the
distribution, even though the value of your invest- ment (plus cash received, if
any) remains the same. In addition, the share price at the time you purchase
shares may include unrealized gains in the securities held in the investment
portfolio of the fund. If these portfolio securities are subsequently sold and
the gains are realized, they will, to the extent not offset by capital losses,
be paid to you as a distribution of capital gains and will be taxable to you as
short-term or long-term capital gains. See "General Information About
Distributions," page 24.
In January of the year following the distribution, Twentieth Century will
send you a Form 1099-DIV notifying you of the status of your distributions for
federal income tax purposes.
Distributions also may be subject to state and local taxes, even if all or
a substantial part of such distributions are derived from interest on U.S.
government obligations, which, if you received them directly, would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass through to fund shareholders when a fund pays distributions to its
shareholders. You should consult your tax adviser about the tax status of such
distributions in your own state.
If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, Twentieth Century is required by federal law to withhold
and remit to the IRS 31% of reportable payments (which may include dividends,
capital gains distributions and redemptions). Those regulations require you to
certify that the Social Security number or tax identification number you provide
is correct and that you are not subject to 31% withholding for previous
under-reporting to the IRS. You will be asked to make the appropriate
certification on your application. Payments reported by Twentieth Century that
omit your Social Security number or tax identification number will subject
Twentieth Century to a penalty of $50, which will be charged against your
account if you fail to provide the certification by the time the report is
filed. This charge is not refundable. See "Tax Identification Number," page 16.
Redemption of shares of a fund will be a taxable transaction for federal
income tax purposes
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and shareholders will generally recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. Assuming
that shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally will be long term if shareholders have held
such shares for a period of more than one year. If a loss is realized on the
redemption of fund shares, the reinvestment in additional fund shares within 30
days before or after the redemption may be subject to the "wash sale" rules of
the Code, resulting in a postponement of the recognition of such loss for
federal income tax purposes.
MANAGEMENT
INVESTMENT MANAGEMENT
Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of Twentieth Century. Acting
pursuant to an investment management agreement entered into with Twentieth
Century, Investors Research Corporation ("Investors Research") serves as the
investment manager of Twentieth Century. Its principal place of business is
Twentieth Century Tower, 4500 Main Street, Kansas City, Missouri, 64111.
Investors Research has been providing investment advisory services to investment
companies and institutional clients since 1958.
Investors Research supervises and manages the investment portfolio of
Twentieth Century and directs the purchase and sale of its investment
securities. Investors Research utilizes a team of portfolio managers, assistant
portfolio managers and analysts acting together to manage the assets of the
funds. The team meets regularly to review portfolio holdings and to discuss
purchase and sale activity. The team adjusts holdings in the funds' portfolios
and the funds' asset mix as it deems appropriate in pursuit of the funds'
investment objectives. Individual portfolio manager members of the team may also
adjust portfolio holdings of the funds or of sectors of the funds as necessary
between team meetings.
In June 1995, Twentieth Century Companies, Inc. ("TCC"), the parent of
Investors Research, acquired Benham Management International, Inc. In the
acquisition, Benham Management Corporation ("BMC"), the investment adviser to
the Benham Group of Mutual Funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC will be providing investment management services to
Twentieth Century funds, while certain Twentieth Century employees will be
providing investment management services to Benham funds.
The portfolio manager members of the teams managing the funds described in
this prospectus and their work experience for the last five years are as
follows:
Robert C. Puff Jr., Executive Vice President and Chief Investment Officer,
has been a Portfolio Manager for more than five years, having joined Twentieth
Century in 1983. In his position as Chief Investment Officer, Mr. Puff oversees
the investment activities of all of the teams that manage Twentieth Century
funds.
Christopher K. Boyd, Vice President and Portfolio Manager, joined Twentieth
Century in March 1988 as an Investment Analyst, a position he held until
December 1990. At that time he was promoted to Assistant Portfolio Manager, and
then was promoted to Portfolio Manager in December 1992. He is a member of the
team that manages Growth Investors and Ultra Investors.
C. Casey Colton, a Portfolio Manager for BMC, joined BMC in 1990 as a
Municipal Analyst. Mr. Colton was promoted to Portfolio Manager in 1995 and
co-manages the Benham GNMA Income Fund.
Phillip N. Davidson, Vice President and Portfolio Manager, joined Twentieth
Century in September 1993 as a Portfolio Manager. Prior to joining Twentieth
Century, Mr. Davidson served as an investment manager for Boatmen's Trust
Company in St. Louis, Missouri.
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Derek Felske, Vice President and Portfolio Manager, joined Twentieth
Century in September 1993 as a Portfolio Manager. He is a member of the team
that manages Growth Investors and Ultra Investors. Prior to joining Twentieth
Century, Mr. Felske served as a member of the portfolio management team of RCM
Capital Management, a San Francisco, California-based investment management
firm, a position he held from May 1991 to September 1993. From September 1989 to
May 1991, Mr. Felske attended the University of Pennsylvania-Wharton School of
Business, where he obtained an MBA in finance.
Glenn A. Fogle, Vice President and Portfolio Manager, joined Twentieth
Century in September 1990 as an Investment Analyst, a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista Investors and Giftrust Investors.
Norman E. Hoops, Senior Vice President and Fixed Income Portfolio Manager,
joined Twentieth Century as Vice President and Portfolio Manager in November
1989. In April 1993, he became Senior Vice President. He is a member of the team
that manages Limited-Term Bond, Intermediate-Term Bond, Long-Term Bond and the
fixed income portion of Balanced Investors.
David Schroeder, Vice President and Portfolio Manager for BMC, joined BMC
in July 1990. Mr. Schroeder has primary responsibility for the day-to-day
operations of the Benham Treasury Note, Benham Short-Term, and Benham Long-Term
Funds. He also manages Benham Target Maturities Trust.
Jeffrey R. Tyler, Senior Vice President and Portfolio Manager for BMC,
joined BMC in January 1988 as a Portfolio Manager. Mr. Tyler supervises the team
of Portfolio Managers who assist in the management of the various segments of
the Funds. Mr. Tyler also co-manages the Benham GNMA Income Fund, has primary
responsibility for the day-to-day operations of the Benham Capital Manager Fund
and oversees the portfolio manager's operation of the Benham European Government
Bond Fund.
Theodore J. Tyson, Vice President and Portfolio Manager, joined Investors
Research in 1988 and has been a member of the International Equity and
International Emerging Growth team since its inception in 1991.
Peter A. Zuger, Vice President and Portfolio Manager, joined Twentieth
Century in June 1993 as a Portfolio Manager. Prior to joining Twentieth Century,
Mr. Zuger served as an investment manager in the Trust Department of NBD Bancorp
in Detroit, Michigan.
The activities of Investors Research are subject only to directions of
Twentieth Century's board of directors. Investors Research pays all the expenses
of Twentieth Century except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the services provided to Twentieth Century, Investors Research receives
an annual fee of __% of the average net assets of each fund offered by this
prospectus. On the first business day of each month, each fund pays a management
fee to the manager for the previous month at the specified rate. The fee for the
previous month is calculated by multiplying __% of the aggregate average daily
closing value of each 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 fees paid by the funds to Investors Research may be higher
than those paid by many investment companies. However, most if not all of such
companies also pay, in addition, certain of their own expenses, while virtually
all of the funds' expenses, except as specified above, are paid by Investors
Research.
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CODE OF ETHICS
Twentieth Century and Investors Research have adopted a Code of Ethics (the
"Code"), which restricts personal investing practices by employees of Investors
Research and its affiliates. Among other provisions, the Code requires that
employees with access to information about the purchase or sale of securities in
the funds' portfolios obtain preclearance before executing personal trades. With
respect to portfolio managers and other investment personnel, the Code prohibits
acquisition of securities in an initial public offering, as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund shareholders
come before the interests of the people who manage those funds.
TRANSFER AND ADMINISTRATIVE SERVICES
Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri,
64111, acts as transfer, administrative services and dividend paying agent for
Twentieth Century. It provides facilities, equipment and personnel to Twentieth
Century and is paid for such services by Investors Research. Certain
recordkeeping services that would otherwise be performed by Twentieth Century
Services, Inc., may be performed by an insurance company or other entity
providing similar services for various retirement plans using shares of
Twentieth Century as a funding medium or by broker-dealers for their customers
investing in shares of Twentieth Century. Investors Research may elect to enter
into a contract to pay them for such services.
From time to time, special services may be offered to shareholders who
maintain higher share balances in the funds. These services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions, newsletters and a team of personal representatives. Any expenses
associated with these special services will be paid by Investors Research.
Investors Research and Twentieth Century Services, Inc., are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman of the
board of Twentieth Century Strategic Portfolios, controls Twentieth Century
Companies by virtue of his ownership of a majority of its common stock.
FURTHER INFORMATION ABOUT TWENTIETH CENTURY
Twentieth Century Strategic Portfolios, Inc. was organized as a Maryland
corporation on April 4, 1994.
Twentieth Century is a diversified, open-end management investment company
whose shares were first offered for sale February 15, 1996. Its business and
affairs are managed by its officers under the direction of its board of
directors.
The principal office of Twentieth Century is Twentieth Century Tower, 4500
Main Street, P.O. Box 419200, Kansas City, Missouri, 64141-6200. All inquiries
may be made by mail to that address, or by phone to 1-800-345-2021. (For local
Kansas City area or international callers: 816-531-5575.)
Twentieth Century Strategic Portfolios, Inc. issues three series of $0.01
par value shares, Strategic Guardian, Strategic Advantage and Strategic
Horizons. The assets belonging to each series of shares are held separately by
the custodian, and, in effect, each series is a separate fund. Each share, when
issued, is fully paid and non-assessable.
Each share, irrespective of series, is entitled to one vote for each dollar
of net asset value applicable to such share on all questions, except for those
matters that must be voted on separately by the series of shares affected.
Matters affecting only one series are voted upon only by that series.
30
<PAGE>
Shares have non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors if they choose to do so, and in such event the holders of the
remaining shares will not be able to elect any person or persons to the board of
directors.
Unless required by the Investment Company Act, it will not be necessary for
Twentieth Century to hold annual meetings of shareholders. As a result,
shareholders may not vote each year on the election of directors or the
appointment of auditors. However, pursuant to Twentieth Century's bylaws, the
holders of at least 10% of the votes entitled to be cast may request Twentieth
Century to hold a special meeting of shareholders. Twentieth Century will assist
in the communication with other shareholders.
Twentieth Century reserves the right to change any of its policies,
practices and procedures described in this prospectus, including the statement
of additional information, without shareholder approval except in those
instances where shareholder approval is expressly required.
31
<PAGE>
TWENTIETH CENTURY
Strategic
Portfolios, Inc.
Prospectus
February 15, 1996
[company logo]
Investments That Work(TM)
- ----------------------------------------
P.O. Box 419200
- ----------------------------------------
Kansas City, Missouri
- ----------------------------------------
64141-6200
- ----------------------------------------
Person-to-person assistance:
1-800-345-2021 or 816-531-5575
- ----------------------------------------
Automated information line:
1-800-345-8765
- ----------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865
- ----------------------------------------
Fax: 816-340-7962
[company logo]
================================================================================
- --------------------------------------------------------------------------------
SH-BKT-3927
9602 Recycled
(C) 1996 Twentieth Century Services, Inc.
<PAGE>
[the following in red print along left margin of page] INFORMATION CONTAINED
HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING
TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OR AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OF SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DECEMBER 1, 1995 [in red print]
TWENTIETH CENTURY
Strategic Portfolios, Inc.
Institutional Prospectus
FEBRUARY 15,
1996
- --------------------------------------------------------------------------------
TWENTIETH CENTURY
Twentieth Century Strategic Portfolios, Inc., a member of the Twentieth
Century family of funds, is an open-end diversified management investment
company. Three series of shares, or "funds," are described in this prospectus,
Twentieth Century Strategic Guardian, Twentieth Century Strategic Advantage and
Twentieth Century Strategic Horizons.
The investment objective of each fund is to provide as high a level of
total return (capital appreciation plus dividend and interest income) as is
consistent with its risk profile. Each fund seeks to achieve its investment
objective by diversifying investments among three asset classes -- equity
securities, bonds and cash equivalent instruments, the mix of which will depend
on the risk profile of the particular fund. The funds are designed for investors
with investment time horizons of at least five years who want to diversify their
investments among these various asset classes through a single investment
vehicle. There is no assurance that the funds will achieve their investment
objectives. See "Investment Policies of the Funds," page 5.
NO-LOAD MUTUAL FUNDS
Twentieth Century's funds are "no-load" investments, which means there is
no sales charge or commission. There are no minimum initial investment
requirements. However, if the value of the shares held in any one fund account
is less than $2,500 ($1,000 for UGMA/UTMA accounts), you must establish a $50 or
greater automatic monthly investment to purchase additional shares in each such
account.
This prospectus gives you information about Twentieth Century that you
should know before investing. You should read this prospectus carefully and
retain it for future reference. Additional information is included in the
statement of additional information dated February 15, 1996, and filed with the
Securities and Exchange Commission. It is incorporated in this prospectus by
reference. To obtain a copy without charge, call or write:
Twentieth Century Strategic Portfolios, Inc.
4500 Main Street o P.O. Box _________
Kansas City, MO 64141-6200 o 1-800-345-2021
Local and international calls: 816-531-5575
Telecommunications device for the deaf:
1-800-634-4113 o In Missouri: 816-753-1865
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
2
<PAGE>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Transaction and
Operating Expense Table.........................4
INFORMATION REGARDING THE FUNDS
Investment Policies of the Funds...................5
Other Investment Practices, Their
Characteristics and Risks.........................8
Equity Securities...............................8
Foreign Securities..............................8
Mortgage-Related and Other
Asset-Backed Securities.......................9
Forward Currency Exchange Contracts.............9
Portfolio Turnover............................10
Repurchase Agreements............................11
Futures and Options Contracts..................11
Derivative Securities...........................11
Portfolio Lending.................................12
When-Issued Securities............................12
Short Sales.......................................13
Rule 144A Securities..............................13
Performance Advertising...........................13
HOW TO INVEST WITH TWENTIETH CENTURY
Twentieth Century Family of Funds.................15
Investing in Twentieth Century....................15
How to Convert Your Investment From One
Twentieth Century Fund to Another...............15
How to Redeem Shares..............................15
Special Requirements for Large Redemptions.....16
Telephone Services................................16
Institutional Sales and Service Line...........16
Automated Information Line.....................16
ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price.......................................17
When Share Price Is Determined.................17
How Share Price Is Determined..................17
Where to Find Information
About Share Price............................18
Distributions.....................................18
General Information About Distributions........18
Taxes.............................................19
Management........................................20
Investment Management..........................20
Code of Ethics.................................22
Transfer and Administrative Services...........22
Further Information
About Twentieth Century.........................22
3
<PAGE>
<TABLE>
TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------------------------
Strategic Strategic Strategic
Guardian Advantage Horizons
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases none none none
Maximum Sales Load Imposed on Reinvested Dividends none none none
Deferred Sales Load none none none
Redemption Fee* none none none
Exchange Fee none none none
ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):
Management Fees ---- ---- ----
12b-1 Fees none none none
Other Expenses** 0.00% 0.00% 0.00%
Total Fund Operating Expenses ---- ---- ----
Example
You would pay the following expenses on a $1,000 1 year $---- $---- $----
investment, assuming (1) a 5% annual return and 3 years ---- ---- ----
(2) redemption at the end of each time period:
</TABLE>
The purpose of this table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in shares of the Twentieth Century funds offered
by this prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.
NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES SHOWN ABOVE SHOULD BE
CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
*Redemption proceeds sent by wire transfer are subject to a $10 processing fee.
**Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, are expected to
be approximately ____ of 1% of average net assets for the fund's first fiscal
year.
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY TWENTIETH CENTURY TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY TWENTIETH CENTURY, AND YOU SHOULD NOT RELY ON ANY
OTHER INFORMATION OR REPRESENTATION.
4
<PAGE>
INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------
INVESTMENT POLICIES
OF THE FUNDS
THE FUNDS
Twentieth Century offers three asset allocation funds: Twentieth Century
Strategic Guardian, the conservative portfolio; Twentieth Century Strategic
Advantage, the moderate portfolio; and Twentieth Century Strategic Horizons, the
aggressive portfolio. The funds pursue a flexible approach that diversifies the
funds' assets among various classes and categories of assets. The difference in
asset blend results in a different level of investment risk and return
potential. The three funds enable investors to select the level of risk that is
appropriate for their particular situations and investment goals. See
"Investment Strategy and Asset Diversification" below.
INVESTMENT OBJECTIVE
Each fund's investment objective is to obtain as high a level of total
return (capital appreciation plus dividend and interest income)as is consistent
with such fund's risk profile. As with all mutual funds, there can be no
assurance that the funds will achieve their investment objectives.
INVESTMENT STRATEGY AND
ASSET DIVERSIFICATION
The funds seek to achieve their investment objectives by pursuing a
strategic asset allocation strategy. Each fund will diversify its investments
among three major asset classes -- equity securities, bonds and cash equivalent
instruments.
Each fund has its own neutral mix that represents a benchmark as to how
that fund's investments will be generally allocated among the major asset
classes over the long term. Each fund's neutral mix is set forth below:
Neutral Mixes
Equity Cash
Fund Securities Bonds Equivalents
- --------------------------------------------------------------------------------
Strategic Guardian 45% 40% 15%
- --------------------------------------------------------------------------------
Strategic Advantage 60% 30% 10%
- --------------------------------------------------------------------------------
Strategic Horizons 75% 20% 5%
- --------------------------------------------------------------------------------
The mix of a fund will vary over short-term periods depending on the
relative performance of the various asset classes (for example, when one class
of assets increases or decreases in value at a different rate than the other
classes). Each fund has operating ranges within which the assets of each class
may fluctuate. Those ranges are set forth below:
Operating Ranges
Equity Cash
Fund Securities Bonds Equivalents
- --------------------------------------------------------------------------------
Strategic Guardian 38-52% 34-46% 10-25%
- --------------------------------------------------------------------------------
Strategic Advantage 50-70% 25-35% 5-20%
- --------------------------------------------------------------------------------
Strategic Horizons 65-85% 15-25% 0-15%
- --------------------------------------------------------------------------------
In addition to diversifying among asset classes, the assets in the equity
and bond classes are further diversified among investment categories (or
sectors) and styles within those classes. See "Investment Approach and
Practices," below. The allocation of assets within a fund's operating range and
among the different investment categories within each class is designed to
provide a diversified portfolio emphasizing total return.
INVESTMENT APPROACH AND PRACTICES
As described above, each fund's assets are allocated among major asset
classes according to their respective asset mix and subject to the applicable
operating ranges. Each fund's assets are further diversified among various
investment categories and disciplines within the major asset classes, as
described below.
Equity Securities. The equity portion of a fund's portfolio may be invested
in any type of
5
<PAGE>
domestic or foreign equity security, primarily common stocks, that meets certain
fundamental and technical standards of selection. The manager will utilize two
distinct investment disciplines in managing the equity portion of each fund's
portfolio: (1) growth; and (2) value.
The growth discipline seeks long-term capital appreciation by investing in
companies that demonstrate accelerating earnings and revenues as compared to
prior periods and/or industry competitors. The value investment discipline seeks
capital growth by investing in equity securities of well-established companies
that are believed by the manager to be temporarily undervalued.
Management believes that both value investing and growth investing provide
the potential for appreciation over time. Value investing tends to provide less
volatile results. This lower volatility means that the price of value stocks
tends not to fall as significantly as growth stocks do in down markets. However,
value stocks do not usually appreciate as significantly as growth stocks do in
up markets. In keeping with the diversification theme of these funds, and as a
result of management's belief that these styles are complementary, both
disciplines will be represented to some degree in each portfolio at all times.
As noted, the value investment discipline tends to be less volatile than
the growth style. As a result, the more conservative fund, Strategic Guardian,
will generally have a higher proportion of its equity investments in value
stocks than either Strategic Advantage or Strategic Horizons. Likewise, the more
aggressive fund, Strategic Horizons, will generally have a greater proportion of
growth stocks than either Strategic Advantage or Strategic Guardian.
In addition, the equity portfolio of each fund will be further diversified
among small, medium and large companies. This approach provides investors with
an additional level of diversification and enables investors to achieve a
broader exposure to the various capitalization ranges without having to invest
in multiple funds.
Although the funds will remain exposed to each of the investment
disciplines and categories described above, a particular discipline or
investment category may be emphasized when, in the manager's opinion, such
discipline or investment category is undervalued relative to the other
disciplines or categories. See "Other Investment Practices, Their
Characteristics and Risks," page 8.
Bonds. The fixed income portion of a fund's portfolio will include U.S.
Treasury securities, securities issued or guaranteed by the U.S. government or a
foreign government, or an agency or instrumentality of the U.S. or a foreign
government, and debt obligations issued by U.S. or foreign corporations. The
funds may also invest in mortgage-related and other asset-backed securities as
described under "Mortgage-Related and Other Asset Backed Securities," below. As
with the equity portion of a fund's portfolio, the bond portfolio will be
diversified among the various types of fixed income investment categories
described above. The manager's strategy is to actively manage the portfolio by
investing the fund's assets in sectors it believes are undervalued (relative to
the other sectors) and which represent better relative long-term investment
opportunities.
Debt securities purchased by the funds will primarily be limited to
"investment grade" obligations. However, each fund may invest in noninvestment
grade convertible securities and Strategic Horizons may invest up to 5% of its
assets in "high yield" securities. "Investment grade" means that at the time of
purchase, such obligations are rated within the four highest categories by a
nationally recognized statistical rating organization [for example, at least Baa
by Moody's Investors Services, Inc. ("Moody's") or BBB by Standard & Poor's
Corporation ("S&P")], or, if not rated, are of equivalent investment quality as
determined by the investment manager. "High yield" securities are debt
obligations that are rated below investment grade securities, or are unrated,
but with similar credit quality.
6
<PAGE>
There are no maturity restrictions on the fixed income securities in which
the funds may invest. Under normal market conditions, the maturities of
fixed-income securities in which the funds invest will range from 2 to 30 years.
The value of fixed income securities fluctuates based on changes in
interest rates and in the credit quality of the issuer. There is no limit on the
amount of investments that can be made in securities rated in a particular
ratings category, except that no more than 35% of a fund's assets will be
invested in securities rated below Baa or BBB. According to Moody's, bonds rated
Baa are medium-grade and possess some speculative characteristics. A BBB rating
by S&P indicates S&P's belief that a security exhibits a satisfactory degree of
safety and capacity for repayment, but is more vulnerable to adverse economic
conditions and changing circumstances. See "An Explanation of Fixed Income
Securities Ratings" in the funds' statement of additional information.
Cash Equivalents. The Cash Equivalent portion of a fund's portfolio may be
invested in high-quality money market instruments (denominated in U.S. dollars
or foreign currencies), including U.S. Government obligations, obligations of
domestic and foreign banks, short-term corporate debt instruments and repurchase
agreements.
GENERAL PORTFOLIO MANAGEMENT
Within each asset class, each fund's holdings will be invested across
industry groups and issuers that meet its investment criteria. This diversity of
investment is intended to help reduce the risk created by over-concentration in
a particular industry or issuer.
The funds are "strategic" rather than "tactical" allocation funds, which
means that the manager does not try to time the market to identify the exact
time when a major reallocation should be made. Instead, the manager utilizes a
longer-term approach in pursuing the funds' investment objectives, and thus
selects a blend of investments in the various asset classes.
The manager regularly reviews each fund's investments and allocations and
may make changes in the particular securities within each asset class or to a
fund's asset mix (within the defined operating ranges) to favor investments that
it believes will provide the most favorable outlook for achieving a fund's
objective. Recommended reallocations may be implemented promptly or may be
implemented gradually. In order to minimize the impact of reallocations on the
funds performance, the manager will generally attempt to reallocate assets
gradually.
In determining the allocation of assets among U.S. and foreign capital
markets, the manager considers the condition and growth potential of the various
economies; the relative valuations of the markets; and social, political, and
economic factors that may affect the markets.
In selecting securities in foreign currencies, the manager considers, among
other factors, the impact of foreign exchange rates relative to the U.S. dollar
value of such securities. The manager may seek to hedge all or a part of a
fund's foreign currency exposure through the use of forward foreign currency
contracts or other hedging techniques. See"Forward Currency Exchange Contracts,"
page 9.
The funds attempt to diversify across asset classes and investment
categories to a greater extent than mutual funds that invest primarily in equity
securities or primarily in fixed income securities. However, the funds are
designed to fit three general risk profiles and may not provide an appropriately
balanced investment plan for all investors.
Notwithstanding the fact that the manager will primarily invest fund assets
within the operating ranges of the asset classes, under exceptional market or
economic conditions, the funds reserve the right, for defensive purposes, to
temporarily invest all or a substantial portion of their assets in cash
equivalents.
7
<PAGE>
The funds' investment objectives, as identified on the front cover of this
prospectus, and any other investment policies designated as "fundamental" in
this prospectus or in the statement of additional information, cannot be changed
without the approval of the shareholders entitled to cast a majority of the
outstanding votes of the corporation, as defined by the Investment Company Act.
Unless otherwise noted, all other investment policies and practices are
nonfundamental and may be changed without shareholder approval.
OTHER INVESTMENT PRACTICES,
THEIR CHARACTERISTICS AND RISKS
EQUITY SECURITIES
In addition to investing in common stocks, the funds may invest in other
equity securities and equity equivalents. Other equity securities and equity
equivalents include securities that permit the fund to receive an equity
interest in an issuer, the opportunity to acquire an equity interest in an
issuer, or the opportunity to receive a return on its investment that permits
the fund to benefit from the growth over time in the equity of an issuer.
Examples of equity securities and equity equivalents include preferred stock,
convertible preferred stock and convertible debt securities. Each fund will
limit its purchase of convertible debt securities to those that, at the time of
purchase, are rated at least B- by S&P or B3 by Moody's, or if not rated by S&P
or Moody's are of equivalent investment quality as determined by the manager.
Debt securities rated below the four highest categories are not considered
"investment grade" obligations. These securities have speculative
characteristics and present more credit risk than investment grade obligations.
For a description of the S&P and Moody's ratings categories, see "An Explanation
of Fixed Income Securities Ratings," page 5 of the statement of additional
information. Equity equivalents may also include securities whose value or
return is derived from the value or return of a different security. Depositary
receipts are an example of the type of derivative security in which the funds
might invest.
FOREIGN SECURITIES
Each fund may invest in the securities of foreign issuers, including debt
securities of foreign governments and their agencies, when these securities meet
its standards of selection. Strategic Guardian may invest up to 20% of its
assets in foreign securities; Strategic Advantage may invest up to 25% of its
assets in foreign securities; and Strategic Horizons may invest up to 30% of its
assets in foreign securities. With regard to foreign investments by Strategic
Guardian, the principal business activities of such issuers will be located in
developed countries. With regard to Strategic Advantage and Strategic Horizons,
the funds may invest in securities of developed and developing countries.
The funds may make such investments either directly in foreign securities
or indirectly by purchasing depositary receipts or depositary shares of similar
instruments ("depositary receipts") for foreign securities. Depositary receipts
are securities that are listed on exchanges or quoted in the domestic
over-the-counter markets in one country but represent shares of issuers
domiciled in another country. Direct investments in foreign securities may be
made either on foreign securities exchanges or in the over-the-counter markets.
Subject to its investment objective and policies, each fund may invest in
common stocks, convertible securities, preferred stocks, bonds, notes and other
debt securities of foreign issuers and debt securities of foreign governments
and their agencies. The credit quality standards applicable to domestic
securities purchased by each fund are also applicable to its foreign securities
investments.
Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future
8
<PAGE>
political and economic developments, reduced availability of public information
concerning issuers, and the fact that foreign issuers are not generally subject
to uniform accounting, auditing and financial reporting standards or to other
regulatory practices and requirements comparable to those applicable to domestic
issuers.
MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES
The funds may purchase mortgage-related and other asset-backed securities.
Mortgage pass-through securities are securities representing interests in
"pools" of mortgages in which payments of both interest and principal on the
securities are generally made monthly, in effect "passing through" monthly
payments made by the individual borrowers on the residential mortgage loans that
underlie the securities (net of fees paid to the issuer or guarantor of the
securities).
Early repayment of principal on mortgage pass-through securities (arising
from prepayments of principal due to sale of the underlying property,
refinancing, or foreclosure, net of fees and costs which may be incurred) may
expose the funds to a lower rate of return upon reinvestment of principal. Also,
if a security subject to prepayment were purchased at a premium, in the event of
prepayment, the value of the premium would be lost. Like other fixed-income
securities, when interest rates rise, the value of a mortgage-related security
generally will decline; however, when interest rates decline, the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed-income securities.
Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. government in the case of securities
guaranteed by the Government National Mortgage Association (GNMA), or guaranteed
by agencies or instrumentalities of the U.S. government in the case of
securities guaranteed by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC), which are supported only by the
discretionary authority of the U.S. government to purchase the agency's
obligations.
Mortgage pass-through securities created by nongovernmental issuers (such
as commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance and letters of credit, which may be issued by
governmental entities, private insurers, or the mortgage poolers.
The funds may also invest in collateralized mortgage obligations (CMOs).
CMOs are mortgage-backed securities issued by government agencies;
single-purpose, stand-alone financial subsidiaries; trusts established by
financial institutions; or similar institutions. The funds may buy CMOs that
meet the following criteria:
* Are collateralized by pools of mortgages in which payment of principal
and interest of each mortgage is guaranteed by an agency or
instrumentality of the U.S. government
* Are collateralized by pools of mortgages in which payment of principal
and interest are guaranteed by the issuer, and the guarantee is
collateralized by U.S. government securities
* Are securities in which the proceeds of the issue are invested in
mortgage securities and payments of principal and interest are supported
by the credit of an agency or instrumentality of the U.S. government
FORWARD CURRENCY
EXCHANGE CONTRACTS
Some of the securities held by the funds may be denominated in foreign
currencies. Other securities, such as depositary receipts, may be
denominated in U.S. dollars but have a
9
<PAGE>
value that is dependent on the performance of a foreign security, as valued in
the currency of its home country. As a result, the value of a fund's portfolio
may be affected by changes in the exchange rate between foreign currencies and
the U.S. dollar, as well as by changes in the market value of the securities
themselves. The performance of foreign currencies relative to the dollar may be
a factor in a fund's overall performance.
To protect against adverse movements in exchange rates between currencies,
the funds may, for hedging purposes only, enter into forward currency exchange
contracts. A forward currency exchange contract obligates the fund to purchase
or sell a specific currency at a future date at a specific price.
Each fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.
By entering into a forward currency exchange contract with respect to the
specific purchase or sale of a security denominated in a foreign currency, the
funds can "lock in" an exchange rate between the trade and settlement dates for
that purchase or sale. This practice is sometimes referred to as "transaction
hedging." Each fund may enter into transaction hedging contracts with respect to
all or a substantial portion of its foreign securities trades.
When the manager believes that a particular currency may decline in value
compared to the dollar, the funds may enter into forward currency exchange
contracts to sell an amount of foreign currency equal to the value of some or
all of a fund's portfolio securities either denominated in, or whose value is
tied to, that currency. This practice is sometimes referred to as "portfolio
hedging." A fund may not enter into a portfolio hedging transaction where the
fund would be obligated to deliver an amount of foreign currency in excess of
the aggregate value of the fund's portfolio securities or other assets
denominated in, or whose value is tied to, that currency.
The funds will make use of portfolio hedging to the extent deemed
appropriate by the manager. However, it is anticipated that the funds will enter
into portfolio hedges much less frequently than transaction hedges.
If a fund enters into a forward currency exchange contract, the fund, when
required, will instruct its custodian bank to segregate cash or liquid
high-grade securities in a separate account in an amount sufficient to cover its
obligation under the contract. Those assets will be valued at market daily, and
if the value of the segregated securities declines, additional cash or
securities will be added so that the value of the account is not less than the
amount of the fund's commitment. At any given time, no more than 10% of a fund's
assets will be committed to a segregated account in connection with portfolio
hedging transactions.
Predicting the relative future values of currencies is very difficult, and
there is no assurance that any attempt to protect the funds against adverse
currency movements through the use of forward currency exchange contracts will
be successful. In addition, the use of forward currency exchange contracts tends
to limit the potential gains that might result from a positive change in the
relationship between the foreign currency and the U.S. dollar.
PORTFOLIO TURNOVER
Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives.
Management believes that the rate of portfolio turnover is irrelevant when it
believes a change is in order to achieve those objectives and, accordingly, the
annual portfolio turnover rate cannot be accurately predicted.
The portfolio turnover of the funds may be higher than other investment
companies with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage commissions, which is a cost that the funds
10
<PAGE>
pay directly. Portfolio turnover may also affect the character of capital gains,
if any, realized and distributed by a fund since short-term capital gains are
taxable as ordinary income.
REPURCHASE AGREEMENTS
Each fund may invest in repurchase agreements when such transactions
present an attractive short-term return on cash that is not otherwise committed
to the purchase of securities pursuant to the fund's investment policies.
A repurchase agreement occurs when a fund purchases an interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future (usually less than one week later) at a higher price. The repurchase
price reflects an agreed-upon interest rate during the time the fund's money is
invested in the security and is considered by the staff of the Securities and
Exchange Commission to be a loan by the fund.
A fund's risk in connection with repurchase agreements is the ability of
the seller to pay the repurchase price on the repurchase date. If the seller
defaults, the fund may incur costs, delays or losses. Management monitors the
creditworthiness of sellers.
The funds will enter into repurchase agreements only with those commercial
banks and broker-dealers whose creditworthiness has been reviewed and found
satisfactory by the funds' management pursuant to criteria adopted by the funds'
board of directors.
FUTURES AND OPTIONS CONTRACTS
Each fund may enter into domestic and foreign stock index futures
contracts. An index futures contract is an agreement to take or make delivery of
an amount of cash based on the difference between the value of the index at the
beginning and at the end of the contract period. Rather than actually purchasing
the securities of an index, the manager may purchase a futures contract, which
reflects the value of such underlying securities. For example, S&P 500 futures
reflect the value of the underlying companies that comprise the S&P 500
Composite Stock Price Index. If the aggregate market value of the underlying
index securities increases or decreases during the contract period, the value of
the S&P 500 futures can be expected to reflect such increase or decrease. As a
result, the manager is able to efficiently expose to the equity markets a
portion of a fund's assets that is being held for future equity investment
opportunities.
When a fund enters into a futures contract, it must make a deposit of cash
or high-quality debt securities, known as "initial margin," as partial security
for its performance under the contract. As the value of the index fluctuates,
either party to the contract is required to make additional margin payments,
known as "variation margin," to cover any additional obligation it may have
under the contract. Assets set aside by a fund as initial or variable margin may
not be disposed of so long as the fund maintains the contract.
The funds may not purchase leveraged futures. A fund will deposit in a
segregated account with its custodian bank cash or high-quality debt securities
in an amount equal to the fluctuating market value of the index contracts it has
purchased, less any margin deposited on its position. The funds will only invest
in exchange-traded futures.
DERIVATIVE SECURITIES
To the extent permitted by its investment objectives and policies, each of
the funds may invest in securities that are commonly referred to as "derivative"
securities. Generally, a derivative is a financial arrangement the value of
which is based on, or "derived" from, a traditional security, asset, or market
index. A mutual fund, of course, derives its value from the value of the
investments it holds and so might even be call a "derivative." Certain
derivative securities are more accurately described as "index/structured"
securities. Index/structured securities are derivative securities whose value or
performance
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is linked to other equity securities (such as depositary receipts or S&P 500
futures), currencies, interest rates, indices or other financial indicators
("reference indices").
Some "derivatives" such as mortgage-related and other asset-backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.
There are, in fact, many different types of derivatives and many different
ways to use them. There are a range of risks associated with those uses. Futures
and options are commonly used for traditional hedging purposes to attempt to
protect a fund from exposure to changing interest rates, securities prices, or
currency exchange rates and for cash management purposes as a low-cost method of
gaining exposure to a particular securities market without investing directly in
those securities.
No fund may invest in a derivative security unless the reference index or
the instrument to which it relates is an eligible investment for the fund. For
example, a security whose underlying value is linked to the S&P 500 Index would
be a permissible investment since each of the funds may invest in the securities
of companies comprising the S&P 500 Index (assuming they otherwise meet the
other requirements for the fund), while a security whose underlying value is
linked to the price of oil would not be a permissible investment since the funds
may not invest in oil and gas leases or futures.
The return of a derivative security may increase or decrease, depending
upon changes in the reference index or instrument to which it relates.
Because their performance is tied to a reference index or another
instrument, a fund investing in derivative securities, in addition to being
exposed to the credit risk of the issuer of the security, will also bear the
market risk of changes in the reference index or instrument to which it relates.
The board of directors has approved the manager's policy regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection with a purchase of derivative securities. The policy
also establishes a committee that must review certain proposed purchases before
the purchases can be made. The manager will report on fund activity in
derivative securities to the board of directors as necessary. In addition, the
board will review the manager's policy for investments in derivative securities
annually.
PORTFOLIO LENDING
In order to realize additional income, each fund may lend its portfolio
securities to persons not affiliated with it and who are deemed to be
creditworthy. Such loans must be secured continuously by cash, collateral or by
irrevocable letters of credit maintained on a current basis in an amount at
least equal to the market value of the securities loaned. During the existence
of the loan, the funds must continue to receive the equivalent of the interest
and dividends paid by the issuer on the securities loaned and interest on the
investment of the collateral. The funds must have the right to call the loan and
obtain the securities loaned at any time on five days' notice, including the
right to call the loan to enable Twentieth Century to vote the securities. Such
loans may not exceed one-third of a fund's net assets valued at market.
WHEN-ISSUED SECURITIES
Each fund may purchase new issues of securities on a when-issued basis
without limit when, in the opinion of the manager, such purchases will further
the investment objectives of such fund. The price of when-issued securities is
established at the time the commitment to purchase is made. Delivery of and
payment for these securities typically occur 15 to 45 days after the commitment
to purchase. Market rates of interest on debt securities at the time of delivery
may be higher or lower than those contracted for on the when-issued security.
Accordingly, the value of such security may
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decline prior to delivery, which could result in a loss to the fund. A separate
account consisting of cash or high-quality liquid debt securities in an amount
at least equal to the when-issued commitments will be established and maintained
with the custodian. No income will accrue to the fund prior to delivery.
SHORT SALES
Each fund may engage in short sales if, at the time of the short sale, the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost. These transactions allow a fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.
A fund may make a short sale when it wants to sell the security it owns at
a current attractive price, but also wishes to defer recognition of gain or loss
for federal income tax purposes and for purposes of satisfying certain tests
applicable to regulated investment companies under the Internal Revenue Code.
RULE 144A SECURITIES
From time to time, purchase Rule 144A securities when they present
attractive investment opportunities that otherwise meet Twentieth Century's
criteria for selection. Rule 144A securities are securities that are privately
placed with and traded among qualified institutional buyers rather than the
general public. Although Rule 144A securities are considered "restricted
securities," they are not necessarily illiquid.
With respect to securities eligible for resale under Rule 144A, the staff
of the Securities and Exchange Commission has taken the position that the
liquidity of such securities in the portfolio of a fund offering redeemable
securities is a question of fact for the board of directors to determine, such
determination to be based upon a consideration of the readily available trading
markets and the review of any contractual restrictions. Accordingly, the board
of directors is responsible for developing and establishing the guidelines and
procedures for determining the liquidity of Rule 144A securities. As allowed by
Rule 144A, the board of directors of Twentieth Century has delegated the
day-to-day function of determining the liquidity of Rule 144A securities to the
manager. The board retains the responsibility to monitor the implementation of
the guidelines and procedures it has adopted.
Since the secondary market for such securities is limited to certain
qualified institutional investors, the liquidity of such securities may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, Twentieth Century will consider appropriate
remedies to minimize the effect on such fund's liquidity. No fund may invest
more than 15% of its assets in illiquid securities (securities that may not be
sold within seven days at approximately the price used in determining the net
asset value of fund shares).
PERFORMANCE ADVERTISING
From time to time, Twentieth Century may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return.
Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compound return over a stated period of time that would
have produced the fund's cumulative total return over the same period.
Each fund also may include in advertisements data comparing performance
with the performance of non-related investment media, published editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services) and publications that monitor the performance of
mutual funds. Performance information may be quoted numerically or may be
presented in a table, graph
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or other illustration. In addition, fund performance may be compared to
well-known indices of market performance, such as the Standard & Poor's 500
Composite Stock Price Index, the Standard & Poor's 400 Index, the Consumer Price
Index, the Dow Jones Industrial Average, the S&P/Barra Value, the Lipper Equity
Income Fund Index, Donohue's Money Fund Average, the Bank Rate Monitor National
Index of 21/2-year CD rates, the Shearson Lehman Government Corporate Index, the
Salmon Bond Index, the Dow Jones World Index, the IFC Global Composite Index,
the Morgan Stanley Capital International Europe, Australia, Far East Index (EAFE
Index), and composite indexes consisting of two or more of the above designed to
more accurately reflect fund holding. Fund performance may also be compared to
the rankings prepared by Lipper Analytical Services, Inc. Fund performance may
also be compared to other funds in the Twentieth Century family of funds. It may
also be combined or blended with other funds in the Twentieth Century family,
and that combined or blended performance may be compared to the same indices to
which individual funds may be compared.
All performance information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.
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HOW TO INVEST WITH TWENTIETH CENTURY
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TWENTIETH CENTURY FAMILY OF FUNDS
In addition to the funds offered by this prospectus, the Twentieth Century
family of funds also includes funds offered by Twentieth Century Investors,
Inc., Twentieth Century World Investors, Inc., Twentieth Century Capital
Portfolios, Inc. and Twentieth Century Premium Reserves, Inc. Please call the
Institutional Sales and Service Line for a prospectus and additional information
about the other funds in the Twentieth Century family of funds.
The Twentieth Century family of mutual funds also now includes the funds
offered by The Benham Group as a result of the acquisition of Benham Management
Corporation, the investment manager of The Benham Group, by Twentieth Century
Companies, Inc. The Benham Group offers several funds with investment objectives
similar to funds within the Twentieth Century family, but with different fee
structures. You may also wish to consider the funds of The Benham Group for your
investment needs. For a prospectus and more information about those funds,
please call 1-800-331-8331.
INVESTING IN TWENTIETH CENTURY
The funds offered by this prospectus, Twentieth Century Strategic Guardian,
Strategic Advantage and Stratetic Horizons, are available as investment options
in your employer-sponsored retirement or savings plan. All orders to purchase
shares must be made through your employer. The administrator of your plan or
your employee benefits office can provide you with information on how to
participate in your plan and how to select a Twentieth Century investment
option.
If you have questions about the funds, see,"Investment Policies of the
Funds," page 5, or call Twentieth Century at 1-800-345-3533.
Orders to purchase shares are effective on the day Twentieth Century
receives payment. See "When Share Price is Determined," page 17.
Twentieth Century may discontinue offering shares generally in either fund
or in any particular state without notice to shareholders.
HOW TO CONVERT YOUR
INVESTMENT FROM ONE TWENTIETH
CENTURY FUND TO ANOTHER
Your plan may permit you to exchange ("convert") your investment from the
shares of the funds to shares of another fund in the Twentieth Century family of
funds. See your plan administrator or employee benefits office for details on
the rules in your plan governing conversions, or call Twentieth Century's
Institutional Sales and Service Line at 1-800-345-3533. Conversion will be
accepted by Twentieth Century only as permitted by your plan.
Conversions are made at the respective net asset values, next computed
after receipt of the conversion instruction by Twentieth Century. If in any
90-day period, the total of the conversions and redemptions from any one plan
participant's account exceeds the lesser of $250,000 or 1% of a fund's assets,
further conversions will be subject to special requirements to comply with
Twentieth Century's policy on large redemptions. See "Special Requirements for
Large Redemptions," page 16.
HOW TO REDEEM SHARES
Subject to any restrictions imposed by your employer's plan, you can sell
("redeem") your shares through the plan at their net asset value. Your plan
administrator, trustee or other designated person must provide Twentieth Century
with redemption instructions. The shares will be redeemed at the net asset value
next computed after receipt of the instructions in good order. See"When Share
Price Is Determined," page 17.
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If you have any questions about how to redeem, contact your plan administrator
or your employee benefits office.
SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS
Twentieth Century has elected to be governed by Rule 18f-1 under the
Investment Company Act, which obligates each fund to redeem shares in cash, with
respect to any one participant account during any 90-day period, up to the
lesser of $250,000 or 1% of the assets of the fund. Although redemptions in
excess of this limitation will also normally be paid in cash, Twentieth Century
reserves the right to honor these redemptions by making payment in whole or in
part in readily marketable securities (a "redemption-in-kind"). If payment is
made in securities, the securities will be selected by the fund, will be valued
in the same manner as they are in computing the fund's net asset value and will
be provided to the redeeming plan participant in lieu of cash without prior
notice.
If you expect to make a large redemption and would like to avoid any
possibility of being paid in securities, you may do so by providing Twentieth
Century with an unconditional instruction to redeem at least 15 days prior to
the date on which the redemption transaction is to occur. The instruction must
specify the dollar amount or number of shares to be redeemed and the date of
transaction. Receipt of your instruction 15 days prior to the transaction
provides a fund with sufficient time to raise the cash in an orderly manner to
pay the redemption and thereby minimizes the effect of the redemption on the
fund and its remaining shareholders.
Despite its right to redeem fund shares through a redemption-in-kind,
Twentieth Century does not expect to exercise this option unless a fund has an
unusually low level of cash to meet redemptions and/or is experiencing unusually
strong demands for its cash. Such a demand might be caused, for example, by
extreme market conditions that result in an abnormally high level of redemption
requests concentrated in a short period of time. Absent these or similar
circumstances, Twentieth Century expects redemptions in excess of $250,000 to be
paid in cash in any fund with assets of more than $50 million if total
redemptions from any one account in any 90-day period do not exceed one-half of
1% of the total assets of the fund.
TELEPHONE SERVICES
INSTITUTIONAL SALES AND SERVICE LINE
You may reach a Twentieth Century Institutional Service Representative by
calling 1-800-345-3533. You may request information about our funds and a
current prospectus or get answers to any questions that you may have about the
funds and the services we offer.
AUTOMATED INFORMATION LINE
In addition to reaching us on our Institutional Sales and Service Line, you
may also reach us by telephone on our Automated Information Line, 24 hours a
day, seven days a week, at 1-800-345-8765. By calling the Automated Information
Line you may listen to fund prices, yields and total return figures.
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ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------
SHARE PRICE
WHEN SHARE PRICE IS DETERMINED
The price of your shares is their net asset value next determined after
receipt of your instruction to purchase, convert or redeem. Net asset value is
determined by calculating the total value of a fund's assets, deducting total
liabilities and dividing the result by the number of shares outstanding. Net
asset value is determined on each day that the NYSE is open.
Investments and requests to redeem shares will receive the share price next
determined after receipt by Twentieth Century of the investment or redemption
request. For example, investments and requests to redeem shares received by
Twentieth Century before the close of business on the NYSE are effective on, and
will receive the price determined, that day as of the close of the Exchange.
Redemption requests received thereafter are effective on, and receive the price
determined, as of the close of the Exchange on the next day the Exchange is
open.
Investments are considered received only when your check or wired funds are
received by Twentieth Century. Wired funds are considered received on the day
they are deposited in Twentieth Century's bank account if they are deposited
before the close of business on the Exchange, usually 3 p.m. Central time.
Investments by telephone pursuant to your prior authorization to Twentieth
Century to draw on your bank account are considered received at the time of your
telephone call.
Investment and transaction instructions received by Twentieth Century on
any business day by mail at its office prior to the close of business on the
Exchange, usually 3 p.m. Central time, will receive that day's price.
Investments and instructions received after that time will receive the price
determined on the next business day.
HOW SHARE PRICE IS DETERMINED
The valuation of assets for determining net asset value may be summarized
as follows:
Portfolio securities of each fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges are generally valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
price is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices or at
the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in good faith
by the board of directors.
Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.
Pursuant to a determination by Twentieth Century's board of directors that
such value represents fair value, debt securities with maturities of 60 days or
less are valued at amortized cost. When a security is valued at amortized cost,
it is valued at its cost when purchased and thereafter by assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the NYSE, usually 3 p.m. Central
time, if that is earlier. That value is then converted to dollars at the
prevailing foreign exchange rate.
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Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed at various times before the close
of business on each day that the NYSE is open. If an event were to occur after
the value of a security was established but before the net asset value per share
was determined, which was likely to materially change the net asset value, then
that security would be valued at fair value as determined by the board of
directors. Trading of these securities in foreign markets may not take place on
every NYSE business day. In addition, trading may take place in various foreign
markets on Saturdays or on other days when the Exchange is not open and on which
a fund's net asset value is not calculated. Therefore, such calculation does not
take place contemporaneously with the determination of the prices of many of the
portfolio securities used in such calculation and the value of a fund's
portfolio may be affected on days when shares of the fund may not be purchased
or redeemed.
WHERE TO FIND INFORMATION
ABOUT SHARE PRICE
The net asset values of the funds will be published in leading newspapers
daily upon meeting the minimum fund size and number of shareholders for each
listing. The net asset value of each fund may also be obtained by calling
Twentieth Century at 1-800-345-2021. See "Telephone Services," page 16.
DISTRIBUTIONS
Distributions from net investment income and net realized securities gains,
if any, generally are declared and paid once a year, but the funds may make
distributions on a more frequent basis to comply with the distribution
requirements of the Code, in all events in a manner consistent with the
provisions of the Investment Company Act.
GENERAL INFORMATION
ABOUT DISTRIBUTIONS
Distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 and distributions on shares purchased within the
last 15 days, however, will not be paid in cash and will be reinvested. You may
elect to have distributions on shares of Individual Retirement Accounts and
403(b) plans paid in cash only if you are 59 1/2 years old or permanently and
totally disabled. Distribution checks normally are mailed within seven days
after the record date.
The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.
A distribution on shares of a fund does not increase the value of your
shares or your total return. At any given time, the value of your shares
includes the undistributed net gains, if any, realized by the fund on the sale
of portfolio securities and undistributed dividends and interest received, less
fund expenses.
Because undistributed gains and dividends are included in the value of your
shares prior to distribution, when they are distributed, the value of your
shares will be reduced by the amount of the distribution. If you buy your shares
just before the distribution, you will pay the full price for your shares and
then receive a portion of the purchase price back as a taxable distribution. See
"Taxes," page 19.
If your distribution is reinvested in additional shares, the distribution
has no effect on the total value of your investment; while you own more shares,
the price of each share has been reduced by the amount of the distribution.
Likewise, if you take your distribution in cash, the value of your shares after
the record date plus the cash received is equal to the value of the shares
before the record date. For example, if your shares immediately before the
distribution have a value of $10, including $2 in dividends and capital gains
realized by the fund during the year, and if the $2 is distributed, the value
will decline to $8. If the $2
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is reinvested at $8 per share, you will receive .250 shares, so that, after the
distribution, you will have 1.250 shares at $8 per share, or $10, the same as
before.
TAXES
Twentieth Century has elected to be taxed as a regulated investment company
under Sub-chapter M of the Internal Revenue Code, which means that to the extent
its income is distributed to shareholders, it pays no income taxes.
Distributions of net investment income and net short-term capital gains are
taxable to you as ordinary income. Distributions from net long-term capital
gains are taxable as long-term capital gains regardless of the length of time
you have held the shares on which such distributions are paid. However, you
should note that any loss realized upon the sale or redemption of shares held
for six months or less will be treated as a long-term capital loss to the extent
of any distribution of long-term capital gain to you with respect to such
shares.
Dividends and interest received by the funds on foreign securities, and, in
limited circumstances capital gains realized by the funds upon the sale of such
securities, may give rise to withholding and other taxes imposed by foreign
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. Foreign countries generally do not impose taxes
on capital gains in respect of investments by non-resident investors. The
foreign taxes paid by a fund will reduce its dividends.
Distributions are taxable to you regardless of whether they are taken in
cash or reinvested, even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution, you must pay income taxes on the
distribution, even though the value of your invest- ment (plus cash received, if
any) remains the same. In addition, the share price at the time you purchase
shares may include unrealized gains in the securities held in the investment
portfolio of the fund. If these portfolio securities are subsequently sold and
the gains are realized, they will, to the extent not offset by capital losses,
be paid to you as a distribution of capital gains and will be taxable to you as
short-term or long-term capital gains. See "General Information About
Distributions," page 18.
In January of the year following the distribution, Twentieth Century will
send you a Form 1099-DIV notifying you of the status of your distributions for
federal income tax purposes.
Distributions also may be subject to state and local taxes, even if all or
a substantial part of such distributions are derived from interest on U.S.
government obligations, which, if you received them directly, would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass through to fund shareholders when a fund pays distributions to its
shareholders. You should consult your tax adviser about the tax status of such
distributions in your own state.
If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, Twentieth Century is required by federal law to withhold
and remit to the IRS 31% of reportable payments (which may include dividends,
capital gains distributions and redemptions). Those regulations require you to
certify that the Social Security number or tax identification number you provide
is correct and that you are not subject to 31% withholding for previous
under-reporting to the IRS. You will be asked to make the appropriate
certification on your application. Payments reported by Twentieth Century that
omit your Social Security number or tax identification number will subject
Twentieth Century to a penalty of $50, which will be charged against your
account if you fail to provide the certification by the time the report is
filed. This charge is not refundable.
Redemption of shares of a fund will be a taxable transaction for federal
income tax purposes and shareholders will generally recognize gain
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or loss in an amount equal to the difference between the basis of the shares and
the amount received. Assuming that shareholders hold such shares as a capital
asset, the gain or loss will be a capital gain or loss and generally will be
long term if shareholders have held such shares for a period of more than one
year. If a loss is realized on the redemption of fund shares, the reinvestment
in additional fund shares within 30 days before or after the redemption may be
subject to the "wash sale" rules of the Code, resulting in a postponement of the
recognition of such loss for federal income tax purposes.
MANAGEMENT
INVESTMENT MANAGEMENT
Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of Twentieth Century. Acting
pursuant to an investment management agreement entered into with Twentieth
Century, Investors Research Corporation ("Investors Research") serves as the
investment manager of Twentieth Century. Its principal place of business is
Twentieth Century Tower, 4500 Main Street, Kansas City, Missouri, 64111.
Investors Research has been providing investment advisory services to investment
companies and institutional clients since 1958.
Investors Research supervises and manages the investment portfolio of
Twentieth Century and directs the purchase and sale of its investment
securities. Investors Research utilizes a team of portfolio managers, assistant
portfolio managers and analysts acting together to manage the assets of the
funds. The team meets regularly to review portfolio holdings and to discuss
purchase and sale activity. The team adjusts holdings in the funds' portfolios
and the funds' asset mix as it deems appropriate in pursuit of the funds'
investment objectives. Individual portfolio manager members of the team may also
adjust portfolio holdings of the funds or of sectors of the funds as necessary
between team meetings.
In June 1995, Twentieth Century Companies, Inc. ("TCC"), the parent of
Investors Research, acquired Benham Management International, Inc. In the
acquisition, Benham Management Corporation ("BMC"), the investment adviser to
the Benham Group of Mutual Funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC will be providing investment management services to
Twentieth Century funds, while certain Twentieth Century employees will be
providing investment management services to Benham funds.
The portfolio manager members of the teams managing the funds described in
this prospectus and their work experience for the last five years are as
follows:
Robert C. Puff Jr., Executive Vice President and Chief Investment Officer,
has been a Portfolio Manager for more than five years, having joined Twentieth
Century in 1983. In his position as Chief Investment Officer, Mr. Puff oversees
the investment activities of all of the teams that manage Twentieth Century
funds.
Christopher K. Boyd, Vice President and Portfolio Manager, joined Twentieth
Century in March 1988 as an Investment Analyst, a position he held until
December 1990. At that time he was promoted to Assistant Portfolio Manager, and
then was promoted to Portfolio Manager in December 1992. He is a member of the
team that manages Growth Investors and Ultra Investors.
C. Casey Colton, a Portfolio Manager for BMC, joined BMC in 1990 as a
Municipal Analyst. Mr. Colton was promoted to Portfolio Manager in 1995 and
co-manages the Benham GNMA Income Fund.
Phillip N. Davidson, Vice President and Portfolio Manager, joined Twentieth
Century in September 1993 as a Portfolio Manager. Prior to joining Twentieth
Century, Mr. Davidson served as an investment manager for Boatmen's Trust
Company in St. Louis, Missouri.
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Derek Felske, Vice President and Portfolio Manager, joined Twentieth
Century in September 1993 as a Portfolio Manager. He is a member of the team
that manages Growth Investors and Ultra Investors. Prior to joining Twentieth
Century, Mr. Felske served as a member of the portfolio management team of RCM
Capital Management, a San Francisco, California-based investment management
firm, a position he held from May 1991 to September 1993. From September 1989 to
May 1991, Mr. Felske attended the University of Pennsylvania-Wharton School of
Business, where he obtained an MBA in finance.
Glenn A. Fogle, Vice President and Portfolio Manager, joined Twentieth
Century in September 1990 as an Investment Analyst, a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista Investors and Giftrust Investors.
Norman E. Hoops, Senior Vice President and Fixed Income Portfolio Manager,
joined Twentieth Century as Vice President and Portfolio Manager in November
1989. In April 1993, he became Senior Vice President. He is a member of the team
that manages Limited-Term Bond, Intermediate-Term Bond, Long-Term Bond and the
fixed income portion of Balanced Investors.
David Schroeder, Vice President and Portfolio Manager for BMC, joined BMC
in July 1990. Mr. Schroeder has primary responsibility for the day-to-day
operations of the Benham Treasury Note, Benham Short-Term, and Benham Long-Term
Funds. He also manages Benham Target Maturities Trust.
Jeffrey R. Tyler, Senior Vice President and Portfolio Manager for BMC,
joined BMC in January 1988 as a Portfolio Manager. Mr. Tyler supervises the team
of Portfolio Managers who assist in the management of the various segments of
the Funds. Mr. Tyler also co-manages the Benham GNMA Income Fund, has primary
responsibility for the day-to-day operations of the Benham Capital Manager Fund
and oversees the portfolio manager's operation of the Benham European Government
Bond Fund.
Theodore J. Tyson, Vice President and Portfolio Manager, joined Investors
Research in 1988 and has been a member of the International Equity and
International Emerging Growth team since its inception in 1991.
Peter A. Zuger, Vice President and Portfolio Manager, joined Twentieth
Century in June 1993 as a Portfolio Manager. Prior to joining Twentieth Century,
Mr. Zuger served as an investment manager in the Trust Department of NBD Bancorp
in Detroit, Michigan.
The activities of Investors Research are subject only to directions of
Twentieth Century's board of directors. Investors Research pays all the expenses
of Twentieth Century except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the services provided to Twentieth Century, Investors Research receives
an annual fee of __% of the average net assets of each fund offered by this
prospectus. On the first business day of each month, each fund pays a management
fee to the manager for the previous month at the specified rate. The fee for the
previous month is calculated by multiplying __% of the aggregate average daily
closing value of each 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 fees paid by the funds to Investors Research may be higher
than those paid by many investment companies. However, most if not all of such
companies also pay, in addition, certain of their own expenses, while virtually
all of the funds' expenses, except as specified above, are paid by Investors
Research.
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CODE OF ETHICS
Twentieth Century and Investors Research have adopted a Code of Ethics (the
"Code"), which restricts personal investing practices by employees of Investors
Research and its affiliates. Among other provisions, the Code requires that
employees with access to information about the purchase or sale of securities in
the funds' portfolios obtain preclearance before executing personal trades. With
respect to portfolio managers and other investment personnel, the Code prohibits
acquisition of securities in an initial public offering, as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund shareholders
come before the interests of the people who manage those funds.
TRANSFER AND ADMINISTRATIVE SERVICES
Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri,
64111, acts as transfer, administrative services and dividend paying agent for
Twentieth Century. It provides facilities, equipment and personnel to Twentieth
Century and is paid for such services by Investors Research. Certain
recordkeeping services that would otherwise be performed by Twentieth Century
Services, Inc., may be performed by an insurance company or other entity
providing similar services for various retirement plans using shares of
Twentieth Century as a funding medium or by broker-dealers for their customers
investing in shares of Twentieth Century. Investors Research may elect to enter
into a contract to pay them for such services.
From time to time, special services may be offered to shareholders who
maintain higher share balances in the funds. These services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions, newsletters and a team of personal representatives. Any expenses
associated with these special services will be paid by Investors Research.
Investors Research and Twentieth Century Services, Inc., are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman of the
board of Twentieth Century Strategic Portfolios, controls Twentieth Century
Companies by virtue of his ownership of a majority of its common stock.
FURTHER INFORMATION ABOUT TWENTIETH CENTURY
Twentieth Century Strategic Portfolios, Inc. was organized as a Maryland
corporation on April 4, 1994.
Twentieth Century is a diversified, open-end management investment company
whose shares were first offered for sale February 15, 1996. Its business and
affairs are managed by its officers under the direction of its board of
directors.
The principal office of Twentieth Century is Twentieth Century Tower, 4500
Main Street, P.O. Box 419200, Kansas City, Missouri, 64141-6200. All inquiries
may be made by mail to that address, or by phone to 1-800-345-2021. (For local
Kansas City area or international callers: 816-531-5575.)
Twentieth Century Strategic Portfolios, Inc. issues three series of $0.01
par value shares, Strategic Guardian, Strategic Advantage and Strategic
Horizons. The assets belonging to each series of shares are held separately by
the custodian, and, in effect, each series is a separate fund. Each share, when
issued, is fully paid and non-assessable.
Each share, irrespective of series, is entitled to one vote for each dollar
of net asset value applicable to such share on all questions, except for those
matters that must be voted on separately by the series of shares affected.
Matters affecting only one series are voted upon only by that series.
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Shares have non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors if they choose to do so, and in such event the holders of the
remaining shares will not be able to elect any person or persons to the board of
directors.
Unless required by the Investment Company Act, it will not be necessary for
Twentieth Century to hold annual meetings of shareholders. As a result,
shareholders may not vote each year on the election of directors or the
appointment of auditors. However, pursuant to Twentieth Century's bylaws, the
holders of at least 10% of the votes entitled to be cast may request Twentieth
Century to hold a special meeting of shareholders. Twentieth Century will assist
in the communication with other shareholders.
Twentieth Century reserves the right to change any of its policies,
practices and procedures described in this prospectus, including the statement
of additional information, without shareholder approval except in those
instances where shareholder approval is expressly required.
23
<PAGE>
TWENTIETH CENTURY
Strategic
Portfolios, Inc.
Institutional Prospectus
February 15, 1996
[company logo]
Investments That Work(TM)
- -----------------------------------------
P.O. Box 419200
- -----------------------------------------
Kansas City, Missouri
- -----------------------------------------
64141-6200
- -----------------------------------------
Person-to-person assistance:
1-800-345-2021 or 816-531-5575
- -----------------------------------------
Automated information line:
1-800-345-8765
- -----------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865
- -----------------------------------------
Fax: 816-340-7962
- -----------------------------------------
[company logo]
================================================================================
- --------------------------------------------------------------------------------
IN-BKT-3992
9602 Recycled
(C) 1996 Twentieth Century Services, Inc.
<PAGE>
[the following in red print along left margin of page]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DECEMBER 1, 1995 [in red print]
TWENTIETH CENTURY
Strategic Portfolios, Inc.
Statement of Additional Information
FEBRUARY 15,
1996
- --------------------------------------------------------------------------------
This statement is not a prospectus but should be read in conjunction with the
current prospectus of Twentieth Century Strategic Portfolios, Inc., dated
February 15, 1996. Please retain this document for future reference.
To obtain the prospectus, call Twentieth Century toll-free at 1-800-345-2021
(816-531-5575 for local and international calls), or write P.O. Box __________,
Kansas City, Missouri 64141-6200.
TABLE OF CONTENTS
Institutional
Page Prospectus Prospectus
Herein Page Page
Investment Objectives of the Funds 2 5 5
Investment Restrictions 2 -- --
Forward Currency Exchange Contracts 3 9 9
Futures and Options Contracts 4 11 11
An Explanation of Fixed Income Securities Ratings 5 -- --
Short Sales 7 13 13
Portfolio Turnover 7 10 10
Officers and Directors 8 -- --
Management 10 28 20
Custodians 10 -- --
Independent Auditors 11 -- --
Capital Stock 11 -- --
Taxes 11 27 19
Brokerage 12 -- --
Performance Advertising 12 13 13
Redemptions in Kind 13 -- --
Holidays 13 -- --
Financial Statements 13 -- --
<PAGE>
INVESTMENT OBJECTIVE
OF THE FUNDS
The investment objective of each series of shares of Twentieth Century
Strategic Portfolios, Inc. is described on the front cover page of the
prospectus. In seeking to achieve its objective, a fund must conform to certain
policies, some of which are designated in the prospectus or in this statement of
additional information as "fundamental" and cannot be changed except with the
approval of the shareholders entitled to cast a majority of the outstanding
votes of the fund as defined in the Investment Company Act.
The following paragraph is also a statement of fundamental policy with
respect to selection of investments:
In general, within the restrictions outlined herein, each series has broad
powers with respect to investing funds or holding them uninvested. Investments
are varied according to what is judged advantageous under changing economic
conditions. It is the policy of Twentieth Century to retain maximum flexibility
in management without restrictive provisions as to the proportion of one or
another class of securities that may be held, subject to the investment
restrictions described below.
Neither the Securities and Exchange Commission nor any other federal or
state agency participates in or supervises the management of the funds or their
investment practices or policies.
INVESTMENT RESTRICTIONS
Fundamental policies that may be changed only with shareholder approval
provide that no series of shares:
(1) Shall, with regard to 75% of its portfolio, purchase the security of any
one issuer if such purchase would cause more than 5% of the fund's assets
at market to be invested in the securities of such issuer, except U.S.
government securities, or if the purchase would cause more than 10% of the
outstanding voting securities of any one issuer to be held in a fund's
portfolio.
(2) Shall invest for control or for management or concentrate its investment
in a particular company or a particular industry. No more than 25% of the
assets of a fund, exclusive of cash and U.S. government securities, will be
invested in securities of any one industry.
(3) Shall buy securities on margin or sell short (unless it owns or by virtue
of its ownership of other securities has the right to obtain securities
equivalent in kind and amount to the securities sold without additional
cost); however, a fund may make margin deposits in connection with the use
of any financial instrument or any transaction in securities permitted by
its fundamental policies.
(4) Shall issue any senior security.
(5) Shall underwrite any securities.
The Investment Company Act imposes certain additional restrictions upon
acquisition by the fund of securities issued by insurance companies, brokers,
dealers, underwriters or investment advisers, and upon transactions with
affiliated persons as therein defined. It also defines and forbids the creation
of cross and circular ownership.
To comply with the requirements of state security administrators, Twentieth
Century may, from time to time, agree to additional investment restrictions. For
example, the fund has agreed not to invest in oil, gas or other mineral leases,
or in warrants, except that a fund may purchase securities with warrants
attached. In addition, the fund will not invest in puts, calls, straddles,
spreads or any combination thereof (other than hedging positions or positions
covered by cash or securities). These types of restrictions are not fundamental
policies and may be adopted, revised or withdrawn as required or permitted by
the various state securities administrators.
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FORWARD CURRENCY
EXCHANGE CONTRACTS
Each fund conducts its foreign currency exchange transactions either on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market or through entering into forward currency exchange contracts
("forward contracts") to purchase or sell foreign currencies.
Each fund expects to use forward contracts under two circumstances:
(1) When the manager wishes to "lock in" the U.S. dollar price of a security
when a fund is purchasing or selling a security denominated in a foreign
currency, the fund would be able to enter into a forward contract to do so;
or
(2) When the manager believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, a fund
would be able to enter into a forward contract to sell foreign currency for
a fixed U.S. dollar amount approximating the value of some or all of its
portfolio securities either denominated in, or whose value is tied to, such
foreign currency.
As to the first circumstance, when a fund enters into a trade for the
purchase or sale of a security denominated in a foreign currency, it may be
desirable to establish (lock in) the U.S. dollar cost or proceeds. By entering
into forward contracts in U.S. dollars for the purchase or sale of a foreign
currency involved in an underlying security transaction, the fund will be able
to protect itself against a possible loss between trade and settlement dates
resulting from the adverse change in the relationship between the U.S. dollar
and the subject foreign currency.
Under the second circumstance, when the manager believes that the currency
of a particular country may suffer a substantial decline relative to the U.S.
dollar, a fund could enter into a forward contract to sell for a fixed dollar
amount the amount in foreign currencies approximating the value of some or all
of its portfolio securities either denominated in, or whose value is tied to,
such foreign currency. The fund will place cash or high-grade liquid securities
in a separate account with its custodian in an amount equal to the value of the
forward contracts entered into under the second circumstance. If the value of
the securities placed in the separate account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account equals the amount of the fund's commitments with respect to such
contracts.
The precise matching of forward contracts in the amounts and values of
securities involved generally would not be possible since the future values of
such foreign currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. The manager does not intend to enter into such
contracts on a regular basis. Normally, consideration of the prospect for
currency parities will be incorporated into the long-term investment decisions
made with respect to overall diversification strategies. However, the manager
believes that it is important to have flexibility to enter into such forward
contracts when it determines that a fund's best interests may be served.
Generally, a fund will not enter into a forward contract with a term of
greater than one year. At the maturity of the forward contract, the fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate the obligation to deliver the foreign
currency by purchasing an "offsetting" forward contract with the same currency
trader obligating the fund to purchase, on the same maturity date, the same
amount of the foreign currency.
It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of the forward contract. Accordingly, it
may be necessary for a fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the fund is obligated to
deliver and if a decision is made to sell the security and
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make delivery of the foreign currency the fund is obligated to deliver.
FUTURES AND OPTIONS CONTRACTS
As described in the prospectus, each fund may enter into futures contracts.
Unlike when a fund purchases securities, no purchase price for the underlying
securities is paid by the fund at the time it purchases a futures contract. When
a futures contract is entered into, both the buyer and seller of the contract
are required to deposit with a futures commission merchant ("FCM") cash or
high-grade debt securities in an amount equal to a percentage of the contract's
value, as set by the exchange on which the contract is traded. This amount is
known as "initial margin" and is held by the fund's custodian for the benefit of
the FCM in the event of any default by the fund in the payment of any future
obligations.
The value of a futures contract is adjusted daily to reflect the
fluctuation of the value of the underlying securities. This is a process known
as marking the contract to market. If the value of a party's position declines,
that party is required to make additional "variation margin" payments to the FCM
to settle the change in value. The party that has a gain may be entitled to
receive all or a portion of this amount.
The funds maintain from time to time a percentage of their assets in cash
or high-grade liquid securities to provide for redemptions or to hold for future
investment in securities consistent with the funds' investment objectives. The
funds may enter into index futures contracts as an efficient means to expose the
funds' cash position to the domestic equity market. The manager believes that
the purchase of futures contracts is an efficient means to effectively be fully
invested in equity securities.
The funds intend to comply with guidelines of eligibility for exclusion
from the definition of the term "commodity pool operator" adopted by the
Commodity Futures Trading Commission ("CFTC") and the National Futures
Association, which regulate trading in the futures markets. To do so, the
aggregate initial margin required to establish such positions may not exceed 5%
of the fair market value of a fund's net assets, after taking into account
unrealized profits and unrealized losses on any contracts it has entered into.
The principal risks generally associated with the use of futures include:
* the possible absence of a liquid secondary market for any particular
instrument may make it difficult or impossible to close out a position when
desired (liquidity risk);
* the risk that the counter party to the contract may fail to perform its
obligations or the risk of bankruptcy of the FCM holding margin deposits
(counter party risk);
* the risk that the securities to which the futures contract relates may go
down in value (market risk); and
* adverse price movements in the underlying securities can result in losses
substantially greater than the value of a fund's investment in that
instrument because only a fraction of a contract's value is required to be
deposited as initial margin (leverage risk); provided, however, that the
funds may not purchase leveraged futures, so there is no leverage risk
involved in the funds' use of futures.
A liquid secondary market is necessary to close out a contract. The funds
seek to manage liquidity risk by investing only in exchange-traded futures.
Exchange-traded futures pose less risk that there will not be a liquid secondary
market than privately negotiated instruments. Through their clearing
corporations, the futures exchanges guarantee the performance of the contracts.
Futures contracts are generally settled within a day from the date they are
closed out, as compared to three days for most types of equity securities. As a
result, futures contracts can provide more liquidity than an investment in the
actual underlying securities. Nevertheless, there is no assurance that a liquid
secondary market will exist for any particular futures contract at any
particular time. Liquidity may also be influenced by an exchange-imposed daily
price fluctuation limit, which halts trading if a contract's price moves up or
down more than the established limit on any given day. On volatile
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<PAGE>
trading days when the price fluctuation limit is reached, it may be impossible
for a fund to enter into new positions or close out existing positions. If the
secondary market for a futures contract is not liquid because of price
fluctuation limits or otherwise, a fund may not be able to promptly liquidate
unfavorable futures positions and potentially could be required to continue to
hold a futures position until liquidity in the market is re-established. As a
result, such fund's access to other assets held to cover its futures positions
also could be impaired until liquidity in the market is re-established.
The funds manage counter-party risk by investing in exchange-traded index
futures. In the event of the bankruptcy of the FCM that holds margin on behalf
of a fund, that fund may be entitled to the return of margin owed to such fund
only in proportion to the amount received by the FCM's other customers. The
manager will attempt to minimize the risk by monitoring the creditworthiness of
the FCMs with which the funds do business.
AN EXPLANATION OF FIXED
INCOME SECURITIES RATINGS
As described in the prospectus, each fund will invest a portion of its
assets in fixed income securities. The funds may invest only in investment grade
obligations, provided that convertible securities may be rated below investment
grade, and provided further, that Strategic Horizons may invest up to 5% of its
assets in high yield securities.
Fixed income securities ratings provide the investment manager with current
assessment of the credit rating of an issuer with respect to a specific fixed
income security. The following is a description of the rating categories
utilized by the rating services referenced in the prospectus disclosure:
The following summarizes the ratings used by Standard & Poor's Corporation
("S&P") for bonds:
AAA--This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay interest and repay principal.
AA--Debt rated AA is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only to a small
degree.
A--Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher-rated
categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions, which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.
B--Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.
CCC--Debt rated CCC has a currently identifiable vulnerability to default
and is dependent upon favorable business, financial and economic conditions
to meet timely payment of interest and repayment of principal. In the event
of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied B or B- rating.
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CC--The rating CC typically is applied to debt subordinated to senior debt
that is assigned an actual or implied CCC rating.
C--The rating C typically is applied to debt subordinated to senior debt
that is assigned an actual or implied CCCdebt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.
CI--The rating CI is reserved for income bonds on which no interest is
being paid.
D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating also will
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
To provide more detailed indications of credit quality, the ratings from AA
to CCC may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.
The following summarizes the ratings used by Moody's Investors Service,
Inc. ("Moody's") for bonds:
Aaa--Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
Aa--Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities, or
fluctuation of protective elements may be of greater amplitude, or there
may be other elements present that make the long-term risk appear somewhat
larger than the Aaa securities.
A--Bonds that are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements
may be present that suggest a susceptibility to impairment some time in the
future.
Baa--Bonds that are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and, in fact, have speculative characteristics as well.
Ba--Bonds that are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times in the future. Uncertainty of
position characterizes bonds in this class.
B--Bonds that are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
Caa--Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca--Bonds that are rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.
C--Bonds that are rated C are the lowest-rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
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Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
category from Aa through B. The modifier 1 indicates that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.
SHORT SALES
A fund may engage in short sales if, at the time of the short sale, the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost.
In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. To make delivery to the purchaser, the executing broker borrows the
securities being sold short on behalf of the seller. While the short position is
maintained, the seller collateralizes its obligation to deliver the securities
sold short in an amount equal to the proceeds of the short sale plus an
additional margin amount established by the Board of Governors of the Federal
Reserve. If a fund engages in a short sale, the collateral account will be
maintained by the fund's custodian. There will be certain additional transaction
costs associated with short sales, but the fund will endeavor to offset these
costs with income from the investment of the cash proceeds of short sales.
A fund may make a short sale, as described above, when it wants to sell the
security it owns at a current attractive price but also wishes to defer
recognition of gain or loss for federal income tax purposes and for purposes of
satisfying certain tests applicable to regulated investment companies under the
Internal Revenue Code. In such a case, all or some part of any future losses in
the fund's long position in substantially identical securities may not become
deductible for tax purposes until all or some part of the short position has
been closed.
PORTFOLIO TURNOVER
With respect to each series of shares, the manager will purchase and sell
securities without regard to the length of time the security has been held.
Accordingly, the rate of portfolio turnover may be greater than other investment
companies with similar investment objectives.
The corporation intends to purchase a given security whenever the manager
believes it will contribute to the stated objective of a fund, even if the same
security has only recently been sold. In selling a given security, management
keeps in mind that (1) profits from sales of securities held less than three
months must be limited in order to meet the requirements of Subchapter M of the
Internal Revenue Code, and (2) profits from sales of securities are taxed to
shareholders. Subject to those considerations, the corporation will sell a given
security, no matter for how long or how short a period it has been held in the
portfolio and no matter whether the sale is at a gain or at a loss, if
management believes that the security is not fulfilling its purpose, either
because, among other things, it did not live up to management's expectations, or
because it may be replaced with another security holding greater promise, or
because it has reached its optimum potential, or because of a change in the
circumstances of a particular company or industry or in general economic
conditions, or because of some combination of such reasons.
When a general decline in security prices is anticipated, a fund may
decrease or eliminate entirely its equity position and increase its cash
position, and when a rise in price levels is anticipated, a fund may increase
its equity position and decrease its cash position. It should be expected,
however, that the funds will, under most circumstances, be essentially fully
invested in equity securities and equity equivalents.
Since investment decisions are based on the anticipated contribution of the
security in question to a fund's objectives, the manager believes that the rate
of portfolio turnover is irrelevant when management believes a change is in
order to achieve those objectives.
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OFFICERS AND DIRECTORS
The principal officers and directors of the corporation, their positions
held with Twentieth Century, their principal business experience during the past
five years, and their affiliation with Investors Research Corporation and its
affiliated companies are listed below. Unless otherwise noted, the business
address of each director and officer is 4500 Main Street, Kansas City, Missouri
64111. Those directors who are "interested persons" as defined in the Investment
Company Act are indicated by an asterisk (*).
JAMES E. STOWERS, JR.,* chairman, principal executive officer and director;
chairman, director and controlling shareholder of Twentieth Century Companies,
Inc., parent corporation of Investors Research Corporation and Twentieth Century
Services, Inc.; chairman and director of Investors Research Corporation,
Twentieth Century Services, Inc., Twentieth Century Investors, Inc., Twentieth
Century World Investors, Inc., Twentieth Century Capital Portfolios, Inc.,
Twentieth Century Premium Reserves, Inc. and TCI Portfolios, Inc.
JAMES E. STOWERS III,* president and director; president and director,
Investors Research Corporation, Twentieth Century Services, Inc., Twentieth
Century Investors, Inc., Twentieth Century World Investors, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Premium Reserves, Inc., TCI
Portfolios, Inc. and Twentieth Century Companies, Inc.
THOMAS A. BROWN, director; 2029 Wyandotte, Kansas City, Missouri; chief
executive officer, Associated Bearing Company, a corporation engaged in the sale
of bearings and power transmission products; director, Twentieth Century
Investors, Inc., Twentieth Century World Investors, Inc., Twentieth Century
Capital Portfolios, Inc., Twentieth Century Premium Reserves, Inc. and TCI
Portfolios, Inc.
ROBERT W. DOERING, M.D., director; 6406 Prospect, Kansas City, Missouri;
general surgeon; director, Twentieth Century Investors, Inc., Twentieth Century
World Investors, Inc., Twentieth Century Capital Portfolios, Inc., Twentieth
Century Premium Reserves, Inc., and TCI Portfolios, Inc.
LINSLEY L. LUNDGAARD, director; 18648 White Wing Drive, Rio Verde, Arizona;
retired; formerly vice president and national sales manager, Flour Milling
Division, Cargill, Inc.; director, Twentieth Century Investors, Inc., Twentieth
Century World Investors, Inc., Twentieth Century Capital Portfolios, Inc.,
Twentieth Century Premium Reserves, Inc. and TCI Portfolios, Inc.
DONALD H. PRATT, director; P.O. Box 419917, Kansas City, Missouri;
president, Butler Manufacturing Company; director, Twentieth Century Investors,
Inc., Twentieth Century World Investors, Inc., Twentieth Century Capital
Portfolios, Inc., Twentieth Century Premium Reserves, Inc., and TCI Portfolios,
Inc.
LLOYD T. SILVER JR., director; 2300 West 70th Terrace, Mission Hills,
Kansas; president, LSC, Inc., manufacturer representative; director, Twentieth
Century Investors, Inc., Twentieth Century World Investors, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Premium Reserves, Inc. and
TCI Portfolios, Inc.
M. JEANNINE STRANDJORD, director; 2330 Shawnee Mission Parkway, Westwood,
Kansas; senior vice president and treasurer, Sprint Corporation; director,
Twentieth Century Investors, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Capital Portfolios, Inc., Twentieth Century Premium Reserves,
Inc. and TCI Portfolios, Inc.
JOHN M. URIE, director; 5511 N.W. Flint Ridge Road, Kansas City, Missouri;
consultant; formerly director of finance, City of Kansas City, Missouri;
director, Twentieth Century Investors, Inc., Twentieth Century World Investors,
Inc., Twentieth Century Capital Portfolios, Inc., Twentieth Century Premium
Reserves, Inc. and TCI Portfolios, Inc.
WILLIAM M. LYONS, executive vice president and general counsel; executive
vice president, secretary and general counsel, Twentieth Century Investors, Inc.
and Twentieth Century World Investors, Inc.; executive vice president and
8
<PAGE>
general counsel, Twentieth Century Capital Portfolios, Inc., Twentieth Century
Premium Reserves, Inc., TCI Portfolios, Inc., Twentieth Century Companies, Inc.,
Investors Research Corporation and Twentieth Century Services, Inc.
ROBERT T. JACKSON, executive vice president- finance and principal
financial officer; treasurer, Twentieth Century Companies, Inc. and Investors
Research Corporation; executive vice president and treasurer, Twentieth Century
Services, Inc.; executive vice president-finance, Twentieth Century Investors,
Inc., TCI Portfolios, Inc., Twentieth Century World Investors, Inc., Twentieth
Century Capital Portfolios, Inc. and Twentieth Century Premium Reserves, Inc.;
formerly executive vice president, Kemper Corporation.
PATRICK A. LOOBY, vice president and secretary; vice president and
secretary, Twentieth Century Capital Portfolios, Inc., Twentieth Century Premium
Reserves, Inc. and TCI Portfolios; vice president, Twentieth Century Investors,
Inc., Twentieth Century World Investors, Inc. and Twentieth Century Services,
Inc.; formerly associated with the law firm of Stinson, Mag & Fizzell, Kansas
City, Missouri.
MARYANNE ROEPKE, CPA, vice president, treasurer and principal accounting
officer; vice president and treasurer, Twentieth Century Investors, Inc.,
Twentieth Century World Investors, Inc., Twentieth Century Capital Portfolios,
Inc., Twentieth Century Premium Reserves, Inc. and TCI Portfolios, Inc.; vice
president, Twentieth Century Services, Inc.
MERELE A. MAY, controller; controller, Twentieth Century Investors, Inc.,
Twentieth Century Capital Portfolios, Inc. and TCI Portfolios, Inc.
The board of directors has established three standing committees: the
executive committee, the audit committee and the nominating committee.
Messrs. Stowers Jr., Stowers III and Urie constitute the executive
committee of the board of directors. The committee performs the functions of the
board of directors between meetings of the board, subject to the limitations on
its power set out in the Maryland General Corporation Law and except for matters
required by the Investment Company Act to be acted upon by the whole board.
Those directors who are not "interested persons" constitute the audit
committee. The functions of the audit committee include recommending the
engagement of the corporation's independent auditors, reviewing the arrangements
for and scope of the annual audit, reviewing comments made by the independent
auditors with respect to internal controls and the considerations given or the
corrective action taken by management and reviewing nonaudit services provided
by the independent auditors.
The nominating committee has, as its principal role, the consideration and
recommendation of individuals for nomination as directors. The names of
potential director candidates are drawn from a number of sources, including
recommendations from members of the board, management and shareholders. This
committee also reviews and makes recommendations to the board with respect to
the composition of board committees and other board-related matters, including
its organization, size, composition, responsibilities, functions and
compensation. The members of the nominating committee are Messrs. Urie
(chairman), Lundgaard and Stowers III.
The directors of the corporation also serve as directors of Twentieth
Century Investors, Inc., Twentieth Century World Investors, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Premium Reserves, Inc., and
TCI Portfolios, Inc., registered investment companies. Each director who is not
an "interested person" as defined in the Investment Company Act receives for
service as a member of the board of all six of such companies an annual
director's fee of $36,000, a fee of $1,000 per regular board meeting attended
and $500 per special board meeting and committee meeting attended. In addition,
those directors who are not "interested persons" who serve as chairman of a
committee of the board of directors receive an additional $2,000 for such
services. These fees and expenses are divided among the six investment companies
based upon their relative net assets. Under the terms of the management
agreement with Investors Research Corporation, the
9
<PAGE>
corporation is responsible for paying such fees and expenses.
Those directors who are "interested persons," as defined in the Investment
Company Act, receive no fee as such for serving as a director. The salaries of
such individuals, who also are officers of the corporation, are paid by
Investors Research Corporation.
MANAGEMENT
A description of the responsibilities and method of compensation of
Twentieth Century's investment manager, Investors Research Corporation
("Investors Research"), appears in the prospectus under the caption
"Management."
The management agreement shall continue in effect until the earlier of the
expiration of two years from the date of its execution or until the first
meeting of shareholders following such execution and for as long thereafter as
its continuance is specifically approved at least annually by (i) the board of
directors of Twentieth Century or by the vote of a majority of outstanding votes
(as defined in the Investment Company Act) and (ii) by the vote of a majority of
the directors of Twentieth Century who are not parties to the agreement or
interested persons of Investors Research, 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 board of directors of Twentieth Century,
or by a vote of Twentieth Century's shareholders, on 60 days' written notice to
Investors Research and that it shall be automatically terminated if it is
assigned.
The management agreement provides that Investors Research shall not be
liable to Twentieth Century 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 Investors Research and its
officers, directors and employees may engage in other business, devote time and
attention to any other business whether of a similar or dissimilar nature, and
render services to others.
Certain investments may be appropriate for the funds and also for other
clients advised by Investors Research. 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 in different
amounts and at different times for more than one but less than all clients. In
addition, purchases or sales of the same security may be made for two or more
clients on the same date. Such transactions will be allocated among clients in a
manner believed by Investors Research 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.
In addition to managing the funds, on February 15, 1996, Investors Research
was also acting as an investment adviser to __ institutional accounts and to
five other registered investment companies within the Twentieth Century mutual
fund complex: Twentieth Century Investors, Inc., Twentieth Century World
Investors, Inc., Twentieth Century Premium Reserves, Inc., TCI Portfolios, Inc.
and Twentieth Century Capital Portfolios, Inc.
Twentieth Century Services, Inc. provides physical facilities, including
computer hardware and software and personnel, for the day-to-day administration
of Twentieth Century and Investors Research. Investors Research pays Twentieth
Century Services, Inc., for such services.
As stated in the prospectus, all of the stock of Twentieth Century
Services, Inc., and Investors Research is owned by Twentieth Century Companies,
Inc.
CUSTODIANS
The Chase Manhattan Bank, N.A., 770 Broadway, New York, New York 10003,
Boatmen's First National Bank of Kansas City, 10th and Baltimore, Kansas City,
Missouri 64105 and United Missouri Bank of Kansas City, N.A., 10th and Grand,
Kansas City, Missouri 64105,
10
<PAGE>
each serves as custodian of 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
Ernst & Young LLP, One Kansas City Place, 1200 Main Street, Kansas City,
Missouri 64105, serves as Twentieth Century's independent auditors, providing
services including (1) audit of the annual financial statements, (2) assistance
and consultation in connection with SEC filings and (3) review of the annual
federal income tax return filed for each fund by Twentieth Century.
CAPITAL STOCK
Twentieth Century's capital stock is described in the prospectus under the
caption "Further Information About Twentieth Century."
Twentieth Century currently has three series of shares outstanding:
Strategic Guardian, Strategic Advantage and Strategic Horizons. Twentieth
Century may in the future issue one or more additional series of shares without
a vote of the shareholders. The assets belonging to each series of shares are
held separately by the custodian and the shares of each series represent a
beneficial interest in the principal, earnings and profits (or losses) of
investment and other assets held for that series. Your rights as a shareholder
are the same for all series of securities unless otherwise stated. Within their
respective series, all shares will have equal redemption rights. Each share,
when issued, is fully paid and non-assessable. Each share, irrespective of
series, is entitled to one vote for each dollar of net asset value represented
by such share on all questions.
In the event of complete liquidation or dissolution of Twentieth Century,
shareholders of each series of shares will be entitled to receive, pro rata, all
of the assets less the liabilities of that series.
Prior to February 15, 1996, no shares of the funds had been offered to the
public. As a result, there were no 5% shareholders and no shares were owned by
officers or directors of the corporation.
TAXES
Each fund intends to qualify under the Internal Revenue Code (the "Code")
as a regulated investment company. If they qualify, they will not be subject to
U.S. federal income tax on net investment income and net capital gains, which
are distributed to its shareholders within certain time periods specified in the
Code. Amounts not distributed on a timely basis would be subject to federal and
state corporate income tax and to a nondeductible 4% excise tax.
Each fund intends to distribute annually all of its net ordinary income and
net capital gains.
Distributions from net investment income and net short-term capital gains
are taxable to shareholders as ordinary income. The dividends received deduction
available to corporate shareholders for dividends received from a fund will
apply to ordinary income distributions only to the extent that they are
attributable to the fund's dividend income from U.S. corporations. In addition,
the dividends received deduction will be limited if the shares with respect to
which the dividends are received are treated as debt-financed or are deemed to
have been held less than 46 days by a fund.
Distributions from net long-term capital gains are taxable to a shareholder
as long-term capital gains regardless of the length of time the shares on which
such distributions are paid have been held by the shareholder. However,
shareholders should note that any loss realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term capital loss
to the extent of any distribution of long-term capital gain to the shareholder
with respect to such shares.
Redemption of shares of a fund will be a taxable transaction for federal
income tax purposes and shareholders will generally recognize gain or loss in an
amount equal to the difference between
11
<PAGE>
the basis of the shares and the amount received. Assuming that shareholders hold
such shares as a capital asset, the gain or loss will be a capital gain or loss
and will generally be long term if shareholders have held such shares for a
period of more than one year. If a loss is realized on the redemption of fund
shares, the reinvestment in additional fund shares within 30 days before or
after the redemption may be subject to the "wash sale" rules of the Code,
resulting in a postponement of the recognition of such loss for federal income
tax purposes.
In addition to the federal income tax consequences described above relating
to an investment in shares of the funds, there may be other federal, state or
local tax considerations that depend upon the circumstances of each particular
investor. Prospective shareholders are therefore urged to consult their tax
advisers with respect to the effect of this investment on their own situations.
BROKERAGE
Under the terms of the Management Agreement between Twentieth Century and
Investors Research, Investors Research has the responsibility of selecting
brokers to execute portfolio transactions. Twentieth Century's policy is to
secure the most favorable prices and execution of orders on its portfolio
transactions. So long as that policy is met, Investors Research may take into
consideration the factors discussed below when selecting brokers.
Investors Research receives statistical and other information and services
without cost from brokers and dealers. Investors Research evaluates such
information and services, together with all other information that it may have,
in supervising and managing the investment portfolios of Twentieth Century.
Because such information and services may vary in amount, quality and
reliability, their influence in selecting brokers varies from none to very
substantial. Investors Research proposes to continue to place some of Twentieth
Century's brokerage business with one or more brokers who provide information
and services.
Such information and services will be in addition to and not in lieu of the
services required to be performed by Investors Research. Investors Research does
not utilize brokers who provide such information and services for the purpose of
reducing the expense of providing required services to Twentieth Century.
The brokerage commissions paid by the funds may exceed those that another
broker might have charged for effecting the same transactions because of the
value of the brokerage and/or research services provided by the broker. Research
services furnished by brokers through whom Twentieth Century effects securities
transactions may be used by Investors Research in servicing all of its accounts,
and not all such services may be used by Investors Research in managing the
portfolios of Twentieth Century.
The staff of the Securities and Exchange Commission has expressed the view
that the best price and execution of over-the-counter transactions in portfolio
securities may be secured by dealing directly with principal market makers,
thereby avoiding the payment of compensation to another broker. In certain
situations, the officers of Twentieth Century and the manager believe that the
facilities, expert personnel and technological systems of a broker enable the
corporation to secure as good a net price by dealing with a broker instead of a
principal market maker, even after payment of the compensation to the broker.
Twentieth Century normally places its over-the-counter transactions with
principal market makers but also may deal on a brokerage basis when utilizing
electronic trading networks or as circumstances warrant.
PERFORMANCE ADVERTISING
Individual fund performance may be compared to various indices, including
the Standard & Poor's 500 Composite Stock Price Index, the Standard & Poor's 400
Index, the Consumer Price Index, the Dow Jones Industrial Average, the S&P/Barra
Value, the Lipper Equity Income Fund
12
<PAGE>
Index, Donohue's Money Fund Average, the Bank Rate Monitor National Index of
21/2-year CD rates, the Shearson Lehman Government Corporate Index, the Salmon
Bond Index, the Dow Jones World Index, the IFC Global Composite Index, the
Morgan Stanley Capital International Europe, Australia, Far East Index (EAFE
Index), and composite indexes consisting of two or more of the above designed to
more accurately reflect fund holdings. Fund performance also may be compared to
the rankings prepared by Lipper Analytical Services, Inc.
The funds also may advertise average annual total return over periods of
time other than one, five and 10 years and cumulative total return over various
time periods.
The funds also may elect to advertise cumulative total return and average
annual total return, computed as described above.
REDEMPTIONS IN KIND
In order to protect the investments of the remaining shareholders,
Twentieth Century has adopted a policy regarding large redemptions. That policy
is described in detail in the prospectuses under the heading "Redemption
Proceeds--Special Requirements for Large Redemptions."
In addition to the policy just mentioned, Twentieth Century has elected to
be governed by Rule 18f-1 under the Investment Company Act of 1940, pursuant to
which it is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of a fund during any 90-day period for any
one shareholder. Should redemptions by any shareholder exceed such limitation,
Twentieth Century will have the option of redeeming the excess in cash or in
kind. If shares are redeemed in kind, the redeeming shareholder might incur
brokerage costs in converting the assets to cash. The securities delivered will
be selected at the sole discretion of Twentieth Century and will not necessarily
be representative of the entire portfolio and will be securities that Twentieth
Century regards as least desirable. The method of valuing securities used to
make redemptions in kind will be the same as the method of valuing portfolio
securities described in the prospectus under the heading "How Share Price is
Determined," and such valuation will be made as of the same time the redemption
price is determined.
HOLIDAYS
Twentieth Century does not determine the net asset value of its shares on
days when the New York Stock Exchange is closed. Currently, the Exchange is
closed on Saturdays and Sundays and on holidays, namely New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
FINANCIAL STATEMENTS
The Statement of Net Assets, audited by Ernst & Young LLP, independent
auditors, has been included herein in reliance upon their report, given upon the
authority of such firm as experts in accounting and auditing.
13
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Shareholders and Board of Directors
Twentieth Century Strategic Portfolios, Inc. DRAFT
---------
We have audited the accompanying statement of net assets of
Twentieth Century Strategic Portfolios, Inc. (comprising the
Strategic Guardian, the Strategic Advantage and the Strategic
Horizons portfolios) as of February __, 1996. This statement of
net assets is the responsibility of the Company's management. Our
responsibility is to express an opinion on this statement of net
assets based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the statement of net assets is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. Our
procedures included confirmation of securities owned as of
February __, 1996, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall statement of net assets presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of the portfolio comprising Twentieth Century Strategic
Portfolios, Inc. at February __, 1996, in conformity with
generally accepted accounting principles.
ERNST & YOUNG, LLP
Kansas City, Missouri
February __, 1996
14
<PAGE>
TWENTIETH CENTURY STRATEGIC PORTFOLIOS, INC.
STATEMENT OF NET ASSETS
February __, 1996
DRAFT
<TABLE>
<CAPTION>
Strategic Strategic Strategic
Guardian Advantage Horizons
----------------- ---------------- ----------------
<S> <C> <C> <C>
Assets
Cash..............................
----------------- ---------------- ----------------
Net assets applicable to
outstanding shares.............. $ [100,000] $ [100,000] $ 100,000
================= ================ ================
Capital Shares, $.01 par value
Authorized...................... 1,000,000,000 1,000,000,000 1,000,000,000
================= ================ ================
Outstanding....................... [20,000] [20,000] [20,000]
================= ================ ================
Net asset value per share......... [$5.00] [$5.00] [$5.00]
================= ================ ================
</TABLE>
Note: Twentieth Century Strategic Portfolios, Inc. (the
"Corporation") was organized as a Maryland corporation on April
4, 1994 and is registered under the Investment Company Act of
1940, as amended, as a diversified, open-end management
investment company of the series type with each series, in
effect, representing a separate fund. Three series of shares are
currently issued: Strategic Guardian, Strategic Advantage and
Strategic Horizons. Shares outstanding on February __, 1996 for
each series were issued to Twentieth Century Companies, Inc.
(TCC), the parent corporation of the Corporation's investment
manager. The costs of organization will be paid by TCC.
15
<PAGE>
TWENTIETH CENTURY
Strategic Portfolios, Inc.
Statement of
Additional Information
February 15, 1996
[company logo]
Investments That Work(TM)
- ----------------------------------------
P.O. Box 419200
- ----------------------------------------
Kansas City, Missouri
- ----------------------------------------
64141-6200
- ----------------------------------------
Person-to-person assistance:
1-800-345-2021 or 816-531-5575
- ----------------------------------------
Automated information line:
1-800-345-8765
- ----------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865
- ----------------------------------------
Fax: 816-340-7962
- ----------------------------------------
[company logo]
================================================================================
- --------------------------------------------------------------------------------
SH-BKT-3929
9602
(C) 1996 Twentieth Century Services, Inc.
<PAGE>
PART C. OTHER INFORMATION.
ITEM 24. Financial Statements and Exhibits
(a) Financial Statements
1. Financial Statements filed in Part A of the Registration
Statement:
NONE
2. Financial Statements filed in Part B of the Registration
Statement:
(i) Report of Independent Auditors, dated February
__, 1996.1
(ii) Statement of Net Assets, dated February __,
1996.1
(b) Exhibits.
1. (a) Articles of Incorporation of Twentieth
Century Strategic Portfolios, Inc.2 (EX-99.B1a)
(b) Articles of Amendment of Twentieth Century
Strategic Portfolios, Inc., dated November 28,
1995.2 (EX-99.B1b)
2. By-Laws of Twentieth Century Strategic
Portfolios, Inc.2 (EX-99.B2)
3. Voting Trust Agreements:
NONE
4. Instruments Defining Rights of Shareholders:
NONE
5. Investment Management Agreement, dated as of
February __, 1996, by and between Twentieth
Century Strategic Portfolios, Inc. and
Investors Research Corporation.1
6. Underwriting Agreements:
NONE
- ---------------------------------
1 To be filed by pre-effective amendment.
2 Filed herewith.
<PAGE>
7. Bonus and Profit Sharing Plan, Etc.:
NONE
8. (a) Custodian Agreement, dated as of February
_, 1996, by and between Twentieth Century
Strategic Portfolios, Inc. and The Chase
Manhattan Bank, N.A.1
(b) Custodian Agreement, dated as of February
_, 1996, by and between Twentieth Century
Strategic Portfolios, Inc. and Boatmen's
First National Bank of Kansas City.1
(c) Custodian Agreement, dated as of February
_, 1996, by and between Twentieth Century
Strategic Portfolios, Inc. and United
Missouri Bank of Kansas City, N.A.1
(d) Custodian Agreement(ACH), dated as of
February __, 1996, by and between
Twentieth Century Strategic Portfolios,
Inc. and United Missouri Bank of Kansas
City, N.A.1
9. Transfer Agency Agreement, dated as of
February __, 1996, by and between Twentieth
Century Strategic Portfolios, Inc. and
Twentieth Century Services, Inc.1
10. Opinion and consent of Charles A .
Etherington, Esq.1
11. Consent of Ernst & Young.1
12. Annual Report:
NONE
13. Agreements of Initial Capital, Etc.:
NONE
14. Model Retirement Plans (filed as Exhibits
14a, 14b, 14c and 14d to Pre-Effective
Amendment No.2 to the Registration Statement
on Form N-1A of Twentieth Century World
Investors, Inc., Commission File No.
33-39242, filed May 6, 1991, and
incorporated herein by reference).
2
- ---------------------------
1 To be filed by pre-effective amendment.
<PAGE>
15. 12b-1 Plans:
NONE
16. Schedule of Computation for Performance
Advertising Quotations:
NONE
17. Financial Data Schedule:
NONE
18. 18f-3 Plans:
NONE
24. Power of Attorney.2 (EX-99.B24)
ITEM 25. Persons Controlled by or Under Common Control with Registrant:
NONE
ITEM 26. Number of Holders of Securities:
NONE
ITEM 27. Indemnification.
The Registrant is a Maryland corporation. Section 2-418 of the
Maryland General Corporation Law allows a Maryland corporation
to indemnity its officers, directors, employees and agents to
the extent provided in such statute.
Article Ninth of the Registrant's Articles of Incorporation,
Exhibit 1, requires the indemnification of the Registrant's
directors and officers to the extent permitted by Section
2-418 of the Maryland General Corporation Law, the Investment
Company Act of 1940 and all other applicable laws.
The Registrant intends to purchase an insurance policy
insuring its officers and directors against certain
liabilities that such officers and directors may incur while
acting in such capacities and providing reimbursement to the
Registrant for sums which it may be permitted or required to
pay to its officers and directors by way of indemnification
against such liabilities, subject in either case to clauses
respecting deductibility and participation.
3
- -------------------------
2 Filed herewith.
<PAGE>
ITEM 28. Business and Other Connections of Investment Advisor.
Investors Research Corporation, the investment advisor, is
engaged in the business of managing investments for registered
investment companies, deferred compensation plans and other
institutional investors.
ITEM 29. Principal Underwriters:
NONE
ITEM 30. Location of Accounts and Records.
All accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act, and the rules
promulgated thereunder, are in the possession of Registrant,
Twentieth Century Services, Inc. and Investors Research
Corporation, all located at 4500 Main Street, Kansas City,
Missouri 64111.
ITEM 31. Management Services:
NONE
ITEM 32. Undertakings.
(a) None.
(b) The Registrant hereby undertakes to file a
Post-Effective Amendment to this Registration
Statement, using reasonably current financial
statements which need not be certified, within four
to six months from the effective date of the
Registrant's 1933 Act Registration Statement.
(c) The Registrant hereby undertakes to furnish each
person to whom a prospectus is delivered with a copy
of the Registrant's latest annual report to
shareholders, upon request and without charge.
(d) The Registrant hereby undertakes that it will, if
requested to do so by the holders of at least 10% of
the Registrant's outstanding votes, call a meeting of
shareholders for the purpose of voting upon the
question of the removal of a director and to assist
in communication with other shareholders as required
by Section 16(c).
4
<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
Pre-Effective Amendment No. 3 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kansas
City, State of Missouri on the 29th day of November, 1995.
Twentieth Century Strategic Portfolios, Inc.
(Registrant)
By: /s/ James E. Stowers III
-------------------------------
James E. Stowers III, President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 3 has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James E. Stowers, Jr. Chairman of the Board, Director and November 29, 1995
- ------------------------------------ Principal Executive Officer
James E. Stowers, Jr.
/s/ James E. Stowers III President and Director November 29, 1995
- ------------------------------------
James E. Stowers III
/s/ Robert T. Jackson Executive Vice President and November 29, 1995
- ------------------------------------ Principal Financial Officer
Robert T. Jackson
* Vice President, Treasurer and November 29, 1995
- --------------------------------------- Principal Accounting Officer
Maryanne Roepke
* Director November 29, 1995
- ---------------------------------------
Thomas A. Brown
* Director November 29, 1995
- ---------------------------------------
Robert W. Doering, M.D.
* Director November 29, 1995
- ---------------------------------------
Linsley L. Lundgaard
* Director November 29, 1995
- ---------------------------------------
Donald H. Pratt
* Director November 29, 1995
- ---------------------------------------
Lloyd T. Silver, Jr.
* Director November 29, 1995
- ---------------------------------------
M. Jeannine Strandjord
* Director November 29, 1995
- ---------------------------------------
John M. Urie
*By /s/ James E. Stowers III
James E. Stowers III
Attorney-in-Fact
</TABLE>
EXHIBIT INDEX
Exhibit Description of Document
Number
EX-99.B1a Articles of Incorporation of Twentieth Century Strategic
Portfolios, Inc.
EX-99.B1b Articles of Amendment of Twentieth Century Strategic Portfolios,
Inc., dated November 28, 1995
EX-99.B2 By-Laws of Twentieth Century Strategic Portfolios, Inc.
EX-99.B24 Power of Attorney.
ARTICLES OF INCORPORATION
OF
TWENTIETH CENTURY INSTITUTIONAL PORTFOLIOS, INC.
FIRST: I, the undersigned, Charles A. Etherington, whose address is
4500 Main Street, P.O. Box 418210, Kansas City, Missouri 64141-9210, being at
least 18 years of age, do, under and by virtue of the general laws of the state
of Maryland, execute and acknowledge these Articles of Incorporation as
incorporator with the intention of forming a corporation.
SECOND: The name of the corporation is:
"TWENTIETH CENTURY INSTITUTIONAL PORTFOLIOS, INC."
THIRD: The purposes for which the corporation is formed are:
1. to carry on the business of an investment company; and
2. to engage in any or all lawful business for which
corporations may be organized under the Maryland General Corporation
Law except insofar as such business may be limited by the Investment
Company Act of 1940 as from time to time amended, or by any other law
of the United States regulating investment companies, or by limitations
imposed by the laws of the several states wherein the corporation
offers its shares.
FOURTH: The name of the resident agent of the corporation in this state
is The Corporation Trust Incorporated, a corporation of this state, and the
address of the resident agent is 32 South Street, Baltimore, Maryland 21202. The
current address of the principal office of the corporation in the State of
Maryland is c/o The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.
FIFTH:
1. The total number of shares of stock which the corporation shall have
authority to issue is 1,000,000,000 shares of a par value of $0.01 each, and an
aggregate par value of $10,000,000. All such shares are herein classified as
"common stock" subject, however, to the authority herein granted to the Board of
Directors to divide such shares into such classes and series as the Board of
Directors may from time to time determine.
1
<PAGE>
2. The preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms or
conditions of redemption thereof shall be as follows:
(a) Holders of shares of stock of the corporation shall be
entitled to one vote for each dollar of net asset value per share for
each share of stock held, irrespective of the class or series;
provided, however, that (1) matters affecting only one class or series
shall be voted upon only by that class or series, and (2) where
required by the Investment Company Act of 1940 or the regulations
adopted thereunder or any other applicable law, certain matters shall
be voted on separately by each class or series of shares affected.
(b) All payments received by the corporation for the sale of
stock of each class or series and the investment and reinvestment
thereof and the income, earnings and profits thereon shall belong to
the class or series of shares with respect to which such payments were
received, and are herein referred to as "assets belonging to" such
class or series. Any assets which are not readily identifiable as
belonging to any particular class or series shall be allocated to any
one or more of any class or series in such manner as the Board of
Directors in its sole discretion deems fair and equitable.
(c) The assets belonging to each class or series shall be
charged with the liabilities of the corporation in respect of that
class or series, and any liabilities of the corporation that are not
readily identifiable as belonging to any particular class or series in
such manner as the Board of Directors in its sole discretion deems fair
and equitable.
(d) The holders of the outstanding shares of each class or
series of capital stock of the corporation shall be entitled to receive
dividends from ordinary income and distributions from capital gains of
the assets belonging to such class or series in such amounts, if any,
and payable in such manner, as the Board of Directors may from time to
time determine. Such dividends and distributions may be declared and
paid by means of a formula or other method of determination at meetings
held less frequently than the declaration and payment of such dividends
and distributions.
(e) In the event of the liquidation or dissolution of the
corporation or of any class or series thereof, stockholders of each
class or series shall be entitled to receive the assets belonging to
such class or series to be distributed among them in proportion to the
number of shares of such class or series held by them.
(f) Each holder of any class or series of stock of the
corporation, upon proper documentation and the payment of all taxes in
connection therewith, may require the corporation to redeem or
repurchase such stock at the net asset value thereof, less a redemption
charge or discount, if any, determined by the Board of Directors.
Payment shall be made in cash or in kind as determined by the
corporation.
(g) Each holder of any class or series of stock of the
corporation may, upon proper documentation and the payment of all taxes
in connection therewith, convert the
2
<PAGE>
shares represented thereby into shares of stock of any other class or
series of the corporation on the basis of their relative net asset
values, less a conversion charge or discount, if any, determined by the
Board of Directors, provided, however, that the Board of Directors may
abolish, limit or suspend such right of conversion.
(h) The corporation may cause the shares of any class or
series owned by any stockholder to be redeemed whenever the number of
such shares or their dollar value is below the minimum fixed by the
Board of Directors for such class or series.
SIXTH: The number of directors of the corporation shall be seven, which
number may be changed in accordance with the Bylaws of the corporation but shall
never be less than three. The names of the directors who shall act until the
first annual meeting of stockholders and until their successors are elected and
qualify are:
Thomas A. Brown
Robert W. Doering, M.D.
Linsley L. Lundgaard
Lloyd T. Silver
James E. Stowers, Jr.
James E. Stowers III
John M. Urie
SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the corporation, its directors
and stockholders:
1. The Board of Directors has exclusive authority to make,
amend, and repeal the Bylaws of the corporation.
2. The Board of Directors shall have the power and authority
(i) to divide or classify (and reclassify) the shares of common stock
into such classes and/or series as the Board of Directors may from time
to time determine, (ii) to fix the number of shares of stock in each
such class or series, (iii) to increase or decrease the aggregate
number of shares of stock of the corporation or the number of shares of
stock of any such series or class, and (iv) to set or change the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption thereof that are not stated in these Articles of
Incorporation.
3. No holder of shares of stock of any class or series shall
be entitled as a matter of right to subscribe for or purchase or
receive any part of any new or additional issue of shares of stock of
any class or series or of securities convertible into shares of
3
<PAGE>
stock of any class or series, whether now or hereafter authorized or
whether issued for money, for a consideration other than money, or by
way of dividend.
4. Notwithstanding any provisions of law requiring a greater
proportion than a majority of the votes of all classes or series or of
any class or series of stock entitled to be cast to take or authorize
any action, the corporation may take or authorize such action upon the
concurrence of a majority of the aggregate number of the votes entitled
to be cast thereon.
5. The corporation reserves the right from time to time to
make any amendments of its charter, now or hereafter authorized by law,
including any amendment which alters the contract rights, as expressly
set forth in its charter, or any outstanding stock.
6. The corporation is not required to hold an annual meeting
in any year in which the election of directors is not required to be
acted upon under the Investment Company Act of 1940.
7. Unless a greater number therefor shall be specified in the
Bylaws of the corporation, the presence at any stockholders meeting, in
person or by proxy, of stockholders entitled to cast one-third of the
votes thereat shall be necessary and sufficient to constitute a quorum
for the transaction of business at such meeting.
EIGHTH: No director of this corporation shall be personally liable for
monetary damages to the corporation or any stockholder, except to the extent
that such exclusion from liability shall be limited pursuant to Section 2-405.2
of the Maryland General Corporation Law or Section 17 of the Investment Company
Act of 1940.
NINTH: The corporation shall indemnify to the full extent permitted by
law each person who has served at any time as director or officer of the
corporation, and his heirs, administrators, successors and assigns, against any
and all reasonable expenses, including counsel fees, amounts paid upon
judgments, and amounts paid in settlement (before or after suit is commenced)
actually incurred by such person in connection with the defense or settlement of
any claim, action, suit or proceeding in which he is made a party, or which may
be asserted against him, by reason of being or having been a director or officer
of the corporation. Such indemnification shall be in addition to any other
rights to which such person may be entitled under any law, bylaw, agreement,
vote of stockholders, or otherwise. Notwithstanding the foregoing, no officer or
director of the corporation shall be indemnified against any liability, whether
or not there is an adjudication of liability, arising by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties within
the meaning of Section 17 (and the interpretations thereunder) of the Investment
Company Act of 1940. Any determination to indemnify under this Article Ninth
shall be made by "reasonable and fair means' within the
4
<PAGE>
meaning of Section 17 and shall otherwise comply with the Investment Company Act
and interpretations thereunder.
TENTH: All of the provisions of these Articles of Incorporation are
subject to, and shall be effective only in compliance with, the Investment
Company Act of 1940, all other applicable laws of the United States, the
applicable laws of the several states and the applicable rules and regulations
of administrative agencies having jurisdiction, as such laws, rules and
regulations may from time to time be amended.
IN WITNESS WHEREOF, the undersigned, who executed the foregoing
Articles of Incorporation, hereby acknowledges the same to be his act and
states, that to the best of his knowledge, information and belief, the matters
and facts therein are true in all material respects, and that this statement is
made under penalties of perjury.
Dated this 31st day of March, 1994
/s/ Charles A. Etherington
----------------------------
Charles A. Etherington
5
ARTICLES OF AMENDMENT
OF
TWENTIETH CENTURY INSTITUTIONAL PORTFOLIOS, INC.
The undersigned, William M. Lyons, in accordance with the Maryland
General Corporation Law, does hereby certify that:
1. He is duly appointed Executive Vice President of Twentieth Century
Institutional Portfolios, Inc., a Maryland corporation (the "Corporation").
2. The amendment to the Articles of Incorporation of the Corporation,
which was unanimously approved by resolution of the Board of Directors of the
Corporation at a meeting held on November 18, 1995, is as follows:
The Articles of Incorporation of the Corporation be amended by
deleting all of the present Article SECOND and inserting in lieu
thereof the following Article SECOND:
SECOND: The name of the Corporation is
"TWENTIETH CENTURY STRATEGIC PORTFOLIOS, INC."
3. No stock entitled to be voted on the amendment was outstanding or
subscribed for at the time of the approval of such amendment by the Board of
Directors.
IN WITNESS WHEREOF, the undersigned hereby acknowledges that this
Articles of Amendment is the act of the Corporation and states, that to the best
of his knowledge, information and belief, the matters and fact stated therein
are true in all material respects, and that this statement is made under
penalties of perjury.
Dated this 28th day of November, 1995.
/s/ William M. Lyons
----------------------
William M. Lyons
Executive Vice President
Witness:
/s/ Charles A. Etherington
- ---------------------------
Charles A. Etherington
Assistant Secretary
TWENTIETH CENTURY STRATEGIC PORTFOLIOS, INC.
BY-LAWS
OFFICES
Section 1. The registered office shall be in the City of Baltimore,
State of Maryland.
Section 2. The Corporation may also have offices at such other places
both within and without the State of Maryland as the Board of Directors may from
time to time determine or the business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
Section 3. Meetings of the stockholders shall be held at the office of
the Corporation in Kansas City, Missouri or at any other place within the United
States as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting.
Section 4. The Corporation shall not be required to hold an annual
meeting of its stockholders in any year in which the election of Directors is
not required by the Investment Company Act of 1940, as amended (the "Investment
Company Act"), to be acted upon by the holders of any class or series of stock
of the Corporation. The use of the term "annual meeting," wherever found in
these By-laws, shall not be construed to imply a requirement that a stockholder
meeting be held annually. In the event that the Corporation shall be required by
the Investment Company Act to hold an annual meeting of stockholders to elect
Directors, such meeting shall be held at a date and time set by the Board of
Directors in accordance with the Investment Company Act (but in no event later
than 120 days after the occurrence of the event requiring the election of
Directors). Any annual meeting that is not required by the Investment Company
Act shall be held on a date and time during the month of July set by the Board
of Directors. At any annual meeting, the stockholders shall elect a Board of
Directors and may transact any business within the powers of the Corporation.
Any business of the Corporation may be transacted at an annual meeting without
being specially designated in the notice, except such business as is
specifically required by statute to be stated in the notice.
Section 5. The presence at any stockholders meeting, in person or by
proxy, of stockholders entitled to cast one third of the votes entitled to vote
thereat shall constitute a quorum for the transaction of business, except as
otherwise provided by law, by the Articles of Incorporation, or by these
By-laws. Where the approval of any particular item of business to come before a
meeting requires the approval of one or more than one class or series of stock,
voting separately, the holders of one third of the votes of each of such classes
or series entitled to be voted must be present to constitute a quorum for the
transaction of such item of business. If, however, a quorum shall not be present
or represented at any meeting of the stockholders, a majority of the voting
stock represented in person or by proxy may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as
<PAGE>
originally notified. If the adjournment is for more than 90 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote thereat.
Section 6. When a quorum is present at any meeting, a majority of all
the votes cast is sufficient to approve any matter which properly comes before
the meeting, unless a different vote for such matter is specified by law, by the
Articles of Incorporation or by these By-laws, in which case such different
specified vote shall be required to approve such matter.
Section 7. Special meetings of the stockholders may be called at any
time by the Board of Directors, or by the Chairman of the Board, the President,
a Vice President, the Secretary or an Assistant Secretary.
Section 8. Special meetings of the stockholders shall be called by the
Secretary upon written request of stockholders entitled to cast at least 10
percent of all the votes entitled to be cast at such meeting. Such request shall
state the purpose or purposes of such meeting and the matters proposed to be
acted on thereat. After verification of the sufficiency of such request, the
Secretary shall then inform the requesting stockholders of the reasonably
estimated cost of preparing and mailing such notice of the meeting. Upon payment
to the Corporation of such costs the Secretary shall give notice stating the
purpose or purposes of the meeting to all stockholders entitled to notice of
such meeting; provided, however, unless requested by stockholders entitled to
cast a majority of all the votes entitled to be cast at the meeting, no special
meeting need be called to consider any matter which is substantially the same as
a matter voted upon at any special meeting of the stockholders held during the
preceding 12 months.
Section 9. Not less than ten nor more than 90 days before the date of
every stockholders' meeting, the Secretary shall give to each stockholder
entitled to vote at such meeting, and to each stockholder not entitled to vote
who is entitled by statute to notice, written or printed notice stating (i) the
time and place of the meeting and (ii) the purpose or purposes for which the
meeting is called if the meeting is a special meeting, or if notice of the
purpose of the meeting is required by statute to be given. Such notice shall be
given either by mail or by presenting it to the stockholder personally or by
leaving it at his residence or usual place of business. If mailed, such notice
shall be deemed to be given when deposited in the United States mail addressed
to the stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.
Section 10. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of the meeting.
Section 11. At all meetings of stockholders, a stockholder may vote the
shares owned of record by him on the record date (determined in accordance with
Section 39 hereof) for each such stockholders' meeting either in person or by
written proxy signed by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after 11 months from its date, unless
otherwise provided in the proxy. At all meetings of stockholders, unless the
voting is
2
<PAGE>
conducted by inspectors, all questions relating to the qualifications of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the chairman of the meeting.
DIRECTORS
Section 12. The number of Directors of the Corporation shall be seven.
By vote of a majority of the entire Board of Directors, the number of Directors
fixed by the Articles of Incorporation or by these By-laws may be increased or
decreased from time to time to a number not exceeding 15 nor less than three,
but the tenure of office of a Director shall not be affected by any decrease in
the number of Directors so made by the Board. Until the first annual meeting of
stockholders or until successors are duly elected and qualify, the Board shall
consist of the persons named as such in the Articles of Incorporation. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect Directors to hold office until the next annual meeting
or until their successors are elected and qualify. A plurality of all the votes
cast at an annual meeting at which a quorum is present shall be required to
elect Directors of the Corporation. Each Director, upon his election, shall
qualify by accepting the Office of Director, and his attendance at, or his
written approval of the minutes of, any meeting of the newly-elected directors
shall constitute his acceptance of such office, or he may execute such
acceptance by a separate writing, which shall be placed in the minute book.
Directors need not be stockholders of the Corporation.
Section 13. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all the powers of the
Corporation, except such as are by law and by the Articles of Incorporation or
by these By-laws conferred upon or reserved to the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 14. Meetings of the Board of Directors, regular or special, may
be held at any place in or out of the State of Maryland as the Board may from
time to time determine.
Section 15. The first meeting of each newly-elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly-elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly-elected
Board of Directors, or if such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the Directors.
Section 16. Regular meetings of the Board of Directors may be held at
such time and place as shall from time to time be fixed by resolution adopted by
the full Board of Directors. Adoption of such resolution shall constitute notice
of all meetings held pursuant thereto.
3
<PAGE>
Section 17. Special meetings of the Board of Directors may be called at
any time by the Board of Directors or the Executive Committee, if one be
constituted, by vote at a meeting, or by the Chairman of the Board, the
President or by a majority of the Directors or a majority of the members of the
Executive Committee in writing with or without a meeting. Special meetings may
be held at such place or places within or without Maryland as may be designated
from time to time by the Board of Directors; in the absence of such designation,
such meetings shall be held at such places as may be designated in the call.
Section 18. Notice of the place and time of every special meeting of
the Board of Directors shall be served on each Director or sent to him by
telegraph, or by leaving the same at his residence or usual place of business at
least three days before the date of the meeting, or by mail at least seven days
before the date of the meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail addressed to the Director at his
address as it appears on the records of the Corporation, with postage thereon
prepaid.
Section 19. At all meetings of the Board a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
action of a majority of the Directors present at any meeting at which a quorum
is present shall be the action of the Board of Directors unless the concurrence
of a greater proportion is required for such action by law, the Articles of
Incorporation or these By-laws. If a quorum shall not be present at any meeting
of Directors, the Directors present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 20. Unless otherwise restricted by the Articles of
Incorporation or these By-laws, members of the Board of Directors of the
Corporation, or any committee designated by the Board, may participate in a
meeting of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by that means shall
constitute presence in person at such meeting.
Section 21. Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or committee.
COMMITTEES OF DIRECTORS
Section 22. The Board of Directors may appoint from among its members
an Executive Committee and other committees composed of two or more Directors,
and may delegate to such committees any of the powers of the Board of Directors
except the power to declare dividends or distributions on stock, recommend to
the stockholders any action which requires stockholder approval, amend the
By-laws, approve any merger or share exchange which does not require stockholder
approval or issue stock. However, if the Board of Directors, subject to the
terms and provisions of the Articles of Incorporation, has given general
authorization for the issuance of
4
<PAGE>
stock, a committee of the Board, in accordance with a general formula or method
specified by the Board of Directors by resolution or by adoption of a stock
option or other plan, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued. In the absence
of an appropriate resolution of the Board of Directors, each committee may adopt
such rules and regulations governing its duties, proceedings, quorum and manner
of acting as it shall deem proper and desirable, provided that the quorum shall
not be less than two Directors. In the absence of any member of such committee,
the members thereof present at any meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the place of
such absent member.
Section 23. All committees of the Board of Directors shall keep minutes
of their proceedings and shall report the same to the Board of Directors at the
next Board of Directors meeting. Any action by any of such committees shall be
subject to the revision and alteration by the Board of Directors, provided that
no rights of the third persons shall be affected by any such revision or
alteration.
WAIVER OF NOTICE
Section 24. Whenever any notice of the time, place or purpose of any
meeting of stockholders, Directors or committee is required to be given under
the provisions of a statute or under the provisions of the Articles of
Incorporation or these By-laws, each person who is entitled to the notice waives
notices if (i) he, before or after the meeting, signs a waiver of notice which
is filed with the records of the meeting, or (ii) such person is present in
person at the meeting if the meeting in question is of the Board of Directors or
a committee or, if the meeting in question is of the stockholders, if such
person is present either in person or by proxy.
OFFICERS
Section 25. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a President, a Vice President, a Secretary
and a Treasurer. The President shall be selected from among the Directors. The
Board of Directors may also choose a Chairman of the Board, additional Vice
Presidents, one or more Assistant Secretaries and Assistant Treasurers. If
chosen, the Chairman of the Board shall be selected from among the Directors.
Except as otherwise specified in these By-laws, officers of the Corporation need
not be members of the Board of Directors. Officers of the Corporation shall be
elected by the Board of Directors at its first meeting after each annual meeting
of stockholders. If no annual meeting of stockholders shall be held in any year,
such election of officers may be held at any regular or special meeting of the
Board of Directors as shall be determined by the Board of Directors.
Section 26. Two or more offices, except those of President and Vice
President, may be held by the same person but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or these By-laws to
be executed, acknowledged or verified by two or more officers.
5
<PAGE>
Section 27. The Board of Directors, at any meeting thereof, may appoint
such additional officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.
Section 28. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 29. The officers of the Corporation shall serve for one year
and until their successors are chosen and qualify. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment, the best interests
of the Corporation will be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed. If the
office of any officer or officers becomes vacant for any reason, the vacancy may
be filled by the Board of Directors at any meeting thereof.
CHAIRMAN OF THE BOARD
Section 30. If a Chairman of the Board be elected, he shall preside at
all meetings of the stockholders and Directors at which he may be present and
shall have such other duties, powers and authority as may be prescribed
elsewhere in these By-laws. The Board of Directors may delegate such other
authority and assign such additional duties to the Chairman of the Board, other
than those conferred by law exclusively upon the President, as it may from time
to time determine, and, to the extent permissible by law, the Board may
designate the Chairman of the Board as the chief executive officer of the
Corporation with all of the powers otherwise conferred upon the President of the
Corporation under Section 31, or it may, from time to time, divide the
responsibilities, duties and authority for the general control and management of
the Corporation's business and affairs between the Chairman of the Board and the
President.
PRESIDENT
Section 31. Unless the Board otherwise provides, the President shall be
the chief executive officer of the Corporation with such general executive
powers and duties of supervision and management as are usually vested in the
office of the chief executive officer of a corporation, and he shall carry into
effect all directions and resolutions of the Board. The President, in the
absence of the Chairman of the Board or if there be no Chairman of the Board,
shall preside at all meetings of the stockholders and Directors. He shall have
such other or further duties and authority as may be prescribed elsewhere in
these By-laws or from time to time by the Board of Directors. If a Chairman of
the Board be elected or appointed and designated as the chief executive officer
of the Corporation, as provided in Section 30, the President shall perform such
duties as may be specifically delegated to him by the Board of Directors or are
conferred by law exclusively upon him and in the absence, disability, or
inability or refusal to act of the Chairman of the Board, the President shall
perform the duties and exercise the powers of the Chairman of the Board.
6
<PAGE>
VICE PRESIDENTS
Section 32. The Vice President, or if there shall be more than one, the
Vice Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
SECRETARY AND ASSISTANT SECRETARIES
Section 33. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board, affix the same to
any instrument requiring it, and when so affixed it shall be attested by his
signature or by the signature of an Assistant Secretary.
Section 34. The Assistant Secretary, if any, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
THE TREASURER AND ASSISTANT TREASURER
Section 35. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Corporation and shall deposit all
monies, and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
Section 36. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. He shall perform all of the acts incidental to the office of
Treasurer, subject to the control of the Board of Directors.
Section 37. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration of the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and
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other property of whatever kind in his possession or under his control belonging
to the Corporation.
Section 38. The Assistant Treasurer, if any, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Treasurer
designated by the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
GENERAL PROVISIONS
CLOSING OF TRANSFER BOOKS
Section 39. The Board of Directors may fix, in advance, a date as the
record date for the purpose of determining stockholders entitled to notice of,
or to vote at, any meeting of stockholders, or stockholders entitled to receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of stockholders of record for any other proper purpose. Such date,
in any case, shall be not more than 90 days, and in case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, prior to the date on which the particular action requiring
such determination of stockholders is to be taken, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period not to
exceed, in any case, 20 days. If the stock transfer books are closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting.
Section 40. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Maryland.
DIVIDENDS
Section 41. Dividends upon the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, in property, or in its own shares. The authority of the
Board of Directors regarding the declaration and payment of dividends is
subject, however, to the provisions of the Investment Company Act, the laws of
Maryland and the Articles of Incorporation.
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EXECUTION OF INSTRUMENTS
Section 42. All documents, transfers, contracts, agreements,
requisitions or orders, promissory notes, assignments, endorsements, checks,
drafts, and orders for payment of money, notes and other evidences of
indebtedness, issued in the name of the Corporation, and other instruments
requiring execution by the Corporation, shall be signed by such officer or
officers as the Board of Directors may from time to time designate or, in the
absence of such designation, by the President.
FISCAL YEAR
Section 43. The fiscal year of the Corporation shall end on June 30 of
each year unless the Board of Directors shall determine otherwise.
SEAL
Section 44. The corporate seal of the Corporation shall have inscribed
thereon the name and the state of incorporation of the Corporation. The form of
the seal shall be subject to alteration by the Board of Directors and the seal
may be used by causing it or a facsimile to be impressed or affixed or printed
or otherwise reproduced. In lieu of affixing the corporate seal to any document
it shall be sufficient to meet the requirements of any law, rule, or regulation
relating to a corporate seal to affix the word "(Seal)" adjacent to the
signature of the authorized officer of the Corporation.
STOCK LEDGER
Section 45. The Corporation shall maintain at its office in Kansas
City, Missouri, an original stock ledger containing the names and addresses of
all stockholders and the number of shares of each class held by each
stockholder. Such stock ledger may be in written form or any other form capable
of being converted into written form within a reasonable time for visual
inspection.
STOCK CERTIFICATES
Section 46. Certificates of stock of the Corporation shall be in the
form approved by the Board of Directors. Subject to Section 47 below, every
holder of stock of the Corporation shall be entitled to have a certificate,
signed in the name of the Corporation by the President, or any Vice President
and countersigned by the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary, certifying the number and kind of shares owned by him in
the Corporation. Such certificate may be sealed with the corporate seal of the
Corporation. Such signatures may be either manual or facsimile signatures and
the seal may be either facsimile or any other form of seal. In case any officer,
transfer agent, or registrar who shall have signed any such certificate, or
whose facsimile signature has been placed thereon, shall cease to be such an
officer, transfer agent or registrar (because of death, resignation or
otherwise) before such
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certificate is issued, such certificate may be issued and delivered by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.
Section 47. The Board of Directors, by resolution, may at any time
authorize the issuance without certificates of some or all of the shares of one
or more of the classes or series of the Corporation's stock. Such issuances
without certificates shall be made in accordance with the requirements therefor
set forth in Sections 2-210(c) and 2-211 of the Maryland General Corporation Law
and Article 8 of the Maryland Commercial Law Article (or any successor
provisions to such statutes). Such authorization will not affect shares already
represented by certificates until such shares are surrendered to the Corporation
for transfer, cancellation or other disposition.
INDEMNIFICATION AND INSURANCE
Section 48. (a) The Corporation shall indemnify any individual
("Indemnitee") who is a present or former director, officer, employee, or agent
of the Corporation, or who, while a director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan who, by reason of his position was, is, or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter
collectively referred to as a "Proceeding") against any judgments, penalties,
fines, settlements, and reasonable expenses (including attorneys' fees) actually
incurred by such Indemnitee in connection with any Proceeding, to the fullest
extent that such indemnification may be lawful under Maryland law. The
Corporation shall pay any reasonable expenses so incurred by such Indemnitee in
defending a Proceeding in advance of the final disposition thereof to the
fullest extent that such advance payment may be lawful under Maryland law.
Subject to any applicable limitations and requirements set forth in the
Corporation's Articles of Incorporation and in these By-laws, any payment of
indemnification or advance of expenses shall be made in accordance with the
procedures set forth in Maryland law.
(b) Anything in this Section 48 to the contrary notwithstanding,
nothing in this Section 48 shall protect or purport to protect any Indemnitee
against any liability to the Corporation or its stockholders, whether or not
there has been an adjudication of liability, to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office
("Disabling Conduct").
(c) Anything in this Section 48 to the contrary notwithstanding, no
indemnification shall be made by the Corporation to any Indemnitee unless:
(i) there is a final decision on the merits by a court or other
body before whom the Proceeding was brought that the Indemnitee
was not liable by reason of Disabling Conduct; or
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(ii) in the absence of such a decision, there is a reasonable
determination, based upon a review of the facts, that the
Indemnitee was not liable by reason of Disabling Conduct, which
determination shall be made by:
(A)the vote of a majority of a quorum of directors who are
neither "interested persons" of the Corporation as
defined in Section 2(a)(19) of the Investment Company
Act, nor parties to the Proceeding; or
(B) an independent legal counsel in a written opinion.
(d) Anything in this Section 48 to the contrary notwithstanding, any
advance of expenses by the Corporation to any Indemnitee shall be made only upon
the undertaking by such Indemnitee to repay the advance unless it is ultimately
determined that such Indemnitee is entitled to indemnification as above
provided, and only if one of the following conditions is met:
(i) the Indemnitee provides a security for his undertaking; or
(ii) the Corporation shall be insured against losses arising by
reason of any lawful advances; or
(iii) there is a determination, based on a review of readily
available facts (which review shall not require a full trial-type
inquiry), that there is reason to believe that the Indemnitee will
ultimately be found entitled to indemnification, which
determination shall be made by:
(A)a majority of a quorum of directors who are neither
"interested persons" of the Corporation as defined in
Section 2(a)(19) of the Investment Company Act, nor
parties to the Proceeding; or
(B) an independent legal counsel in a written opinion.
Section 49. To the fullest extent permitted by applicable Maryland law
and by Sections 17(h) and 17(i) of the Investment Company Act, or any successor
provisions thereto or interpretations thereunder, the Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
trust, other enterprise, or employee benefit plan, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his position, whether or not the Corporation would have the power to indemnify
him against such liability pursuant to Section 2-418 of the Maryland General
Corporation Law.
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AMENDMENTS
Section 50. The Board of Directors shall have the power, at any regular
meeting or at any special meeting if notice thereof be included in the notice of
such special meeting, to alter or repeal any or all By-laws of the Corporation
and to adopt new By-laws.
------------------------------------
I, the undersigned, being the Secretary of Twentieth Century Strategic
Portfolios, Inc., do hereby certify the foregoing to be the By-laws of said
Corporation, as adopted as of the _____ day of _______________, 1995.
Patrick A. Looby, Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Twentieth Century
Strategic Portfolios, Inc., hereinafter called the "Corporation", and certain
directors and officers of the Corporation, do hereby constitute and appoint
James E. Stowers, Jr., James E. Stowers III, William M. Lyons, and Patrick A.
Looby, and each of them individually, their true and lawful attorneys and agents
to take any and all action and execute any and all instruments which said
attorneys and agents may deem necessary or advisable to enable the Corporation
to comply with the Securities Act of 1933 and/or the Investment Company Act of
1940, as amended, and any rules, regulations, orders, or other requirements of
the United States Securities and Exchange Commission thereunder, in connection
with the registration under the Securities Act of 1933 and/or the Investment
Company Act of 1940, as amended, including specifically, but without limitation
of the foregoing, power and authority to sign the name of the Corporation in its
behalf and to affix its corporate seal, and to sign the names of each of such
directors and officers in their capacities as indicated, to any amendment or
supplement to the Registration Statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 and/or the Investment Company Act of
1940, as amended, and to any instruments or documents filed or to be filed as a
part of or in connection with such Registration Statement; and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the Corporation has caused this Power to be
executed by its duly authorized officers on this the 18th day of November, 1995.
TWENTIETH CENTURY STRATEGIC PORTFOLIOS, INC.
By: /s/James E. Stowers III
------------------------------
James E. Stowers III, President
SIGNATURE AND TITLE
/s/ James E. Stowers, Jr. /s/ Robert W. Doering, M.D.
- ------------------------- ---------------------------
James E. Stowers, Jr. Robert W. Doering, M.D.
Chairman, Director Director
Principal Executive Officer
/s/ James E. Stowers III /s/ Linsley L. Lundgaard
- ------------------------ -------------------------
James E. Stowers III Linsley L. Lundgaard
President and Director Director
/s/ Robert T. Jackson /s/ Donald H. Pratt
- ------------------------ -------------------------
Robert T. Jackson Donald H. Pratt
Executive Vice President, Director
Principal Financial Officer
/s/ Maryanne Roepke /s/ Lloyd T. Silver
- ------------------------ -------------------------
Maryanne Roepke Lloyd T. Silver
Vice President and Treasurer, Director
Principal Accounting Officer
/s/ Thomas A. Brown /s/ M. Jeannine Strandjord
- ------------------------ -------------------------
Thomas A. Brown M. Jeannine Strandjord
Director Director
Attest: /s/ John M. Urie
-------------------------
John M. Urie
By: /s/ William M. Lyons Director
- -------------------------
William M. Lyons, Secretary
