AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS INC
497, 1997-01-16
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                      STATEMENT OF ADDITIONAL INFORMATION

                                 [company logo]
                                    American
                                  Century(sm)

                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                                    AMERICAN
                                    CENTURY
                                     GROUP

                       Strategic Allocation: Conservative
                         Strategic Allocation: Moderate
                        Strategic Allocation: Aggressive

                                 [front cover]


                      STATEMENT OF ADDITIONAL INFORMATION

                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

This Statement is not a prospectus  but should be read in  conjunction  with the
current Prospectus of American Century Strategic Asset Allocations,  Inc., dated
September 3, 1996,  revised  January 1, 1997.  Please  retain this  document for
future reference.  To obtain the Prospectus,  call American Century toll-free at
1-800-345-2021 (international calls: 816-531-557), or write P.O.
Box 419200, Kansas City, Missouri 64141-6200.

TABLE OF CONTENTS

Investment Objectives of the Funds ..........................2
Investment Restrictions .....................................2
Forward Currency Exchange Contracts .........................3
Futures Contracts ...........................................4
An Explanation of Fixed Income Securities Ratings ...........5
Investing in Emerging Markets ...............................7
Short Sales .................................................7
Portfolio Turnover ..........................................7
Officers and Directors ......................................8
Management .................................................10
Custodians .................................................11
Independent Auditors .......................................11
Capital Stock ..............................................11
Multiple Class Structure ...................................11
Taxes ......................................................13
Brokerage ..................................................14
Performance Advertising ....................................14
Redemptions in Kind ........................................15
Holidays ...................................................16
Financial Statements .......................................16

Statement of Additional Information                                            1


INVESTMENT OBJECTIVES OF THE FUNDS

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

     In general,  within the restrictions outlined herein, 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 our policy to retain maximum flexibility in management without
restrictive  provisions  as to  the  proportion  of  one  or  another  class  of
securities that may be held,  subject to the investment  restrictions  described
below.

INVESTMENT RESTRICTIONS

     Additional  fundamental  policies that may be changed only with shareholder
approval provide that each series of shares:

(1)  Shall not,  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  not  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 not buy  securities  on margin nor 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 not issue any senior security.

(5)  Shall not underwrite any securities.

(6)  Shall not invest more than 15% of its assets in illiquid investments.

(7)  Shall not lend its portfolio  securities except to unaffiliated persons and
     subject to the rules and regulations  adopted under the Investment  Company
     Act. No such rules and  regulations  have been  issued,  but it is American
     Century's  policy  that such  loans must be  secured  continuously  by cash
     collateral maintained on a current basis in an amount at least equal to the
     market value of the securities loaned or by irrevocable  letters of credit.
     During the  existence  of the loan,  a fund 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
     fund 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 the fund to vote the  securities.  To comply with the regulations of
     certain  state  securities  administrators,   such  loans  may  not  exceed
     one-third of the fund's net assets valued at market.

(8)  Shall not borrow any money,  except in an amount not in excess of 5% of the
     total  assets of the fund and then  only for  emergency  and  extraordinary
     purposes.  Note: This investment  restriction  does not prohibit escrow and
     collateral  arrangements in connection with investment in futures contracts
     and related options by a fund.

(9)  Shall not  purchase or sell real  estate,  except that a fund may  purchase
     securities of issuers that deal in real estate and may purchase  securities
     that are secured by interests in real estate.

     The Investment  Company Act imposes certain  additional  restrictions  upon
acquisition by the fund of securities  issued by insurance  companies,  brokers,
dealers,  underwriters  or  investment  advisors,  and  upon  transactions  with
affiliated persons as therein defined.  It also defines and forbids the creation
of cross and circular ownership.

2                                                   American Century Investments


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

     Neither the SEC nor any other  federal or state agency  participates  in or
supervises the funds' management or their investment practices or policies.

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 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 the fund's
     portfolio securities either denominated in, or whose value is tied to, such
     foreign currency.

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

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

Statement of Additional Information                                            3


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

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

FUTURES 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 is generally  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:

o    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);

o    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);

o    the risk that the securities to which the futures  contract  relates may go
     down in value (market risk); and

o    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
may seek to manage  liquidity  risk by  investing  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.

4                                                   American Century Investments


     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 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,  the  funds may  invest in fixed  income
securities.  The fixed income  securities  that  comprise  part of a fund's bond
portfolio will primarily be limited to investment grade  obligations,  provided,
that  Strategic  Allocation:  Moderate  may invest up to 5% of its  assets,  and
Strategic  Allocation:  Aggressive  may invest up to 10% of its assets,  in high
yield  securities.  In  addition,  each fund may  invest a portion of its equity
portfolio in convertible  securities,  which may be rated below investment grade
(but not below B- by S&P or B3 by Moody's).

     Fixed income securities ratings provide the 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
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

Statement of Additional Information                                            5


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

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

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

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

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

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

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

     Aaa--Bonds  that are rated Aaa are judged to be of the best  quality.  They
     carry the smallest degree of investment risk and are generally  referred to
     as "gilt edge." Interest payments are protected by a large or 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.

     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

6                                                   American Century Investments


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.

     In the event any of a fund's fixed income  securities are  downgraded  from
one category to another by a securities  ratings agency,  the manager intends to
evaluate  the  reasons  for  such  downgrade  and  other  available  information
regarding the issuer and will take action it deems appropriate regarding whether
or not to continue holding such securities.

INVESTING IN EMERGING MARKETS

     Strategic  Allocation:  Moderate and Strategic  Allocation:  Aggressive may
invest a portion of their  international  holdings in  securities  of issuers in
emerging market countries. Investing in securities of issuers in emerging market
countries  involves  exposure to  significantly  higher risk than  investing  in
countries with developed  markets.  Emerging market  countries may have economic
structures  that are generally  less diverse and mature,  and political  systems
that can be expected to be less stable than those of developed countries.

     Securities  prices in emerging market countries can be  significantly  more
volatile than in developed  countries,  reflecting the greater  uncertainties of
investing in lesser  developed  markets and economies.  In particular,  emerging
market countries may have relatively unstable  governments,  and may present the
risk of nationalization of businesses, expropriation confiscatory taxation or in
certain instances, reversion to closed-market, centrally planned economics. Such
countries  may also have less  protection  of  property  rights  than  developed
countries.

     The economies of emerging market  countries may be  predominantly  based on
only  a  few  industries  or  may  be  dependent  on  revenues  from  particular
commodities or on international aid of developmental  assistance,  may be highly
vulnerable to changes in local or global trade  conditions,  and may suffer from
extreme and volatile debt burdens or inflation  rates.  In addition,  securities
markets in emerging market  countries may trade a small number of securities and
may be unable to respond effectively to increases in trading volume, potentially
resulting in a lack of liquidity  and in  volatility  in the price of securities
traded on those markets.  Also,  securities markets in emerging market countries
typically offer less regulatory protection for investors.

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 funds intend to purchase a given security whenever the manager believes
it will contribute to the stated objective of a fund, even if the same

Statement of Additional Information                                            7


security has only recently been sold. In selling a given  security,  the manager
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,  a fund  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 the
manager  believes  that the  security  is not  fulfilling  its  purpose,  either
because,  among other things, it did not live up to the manager's  expectations,
or because it may be replaced with another security holding greater promise,  or
because it has  reached  its  optimum  potential,  or because of a change in the
circumstances  of a  particular  company  or  industry  or in  general  economic
conditions, or because of some combination of such reasons.

     When a general decline in securities prices is anticipated for a particular
asset  category,  a fund may decrease its position in such category and increase
its  position in one or both of the other asset  categories,  and when a rise in
price levels is  anticipated,  a fund may increase its position in such category
and  decrease  its position in the other  categories.  However,  the funds will,
under most  circumstances,  be essentially  fully invested  within the operating
ranges set forth in the Prospectus.

     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 it believes a change is in order to
achieve those objectives.

OFFICERS AND DIRECTORS

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

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

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

     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.

     ROBERT W. DOERING,  M.D., Director;  6420 Prospect,  Kansas City, Missouri;
general surgeon.

     D.  D.  (DEL)  HOCK,  Director;   1225  Seventeenth  Street  #900,  Denver,
Colorado;  Chairman,  President  and Chief  Executive  Officer,  Public  Service
Company of Colorado.

     LINSLEY L. LUNDGAARD,  Vice Chairman of the Board and Director; 18648 White
Wing Drive, Rio Verde,  Arizona;  retired;  formerly Vice President and National
Sales Manager, Flour Milling Division, Cargill, Inc.

     DONALD  H.  PRATT,  Director;  P.O.  Box  419917,  Kansas  City,  Missouri;
President, Butler Manufacturing Company.

     LLOYD T. SILVER  JR.,  Director;  2300 West 70th  Terrace,  Mission  Hills,
Kansas; President, LSC, Inc., manufacturer's representative.

     M.  JEANNINE  STRANDJORD,  Director;  908 West 121st  Street,  Kansas City,
Missouri; Senior Vice President and Treasurer, Sprint Corporation.

     WILLIAM M.  LYONS,  Executive  Vice  President,  Chief  Operating  Officer,
Secretary  and  General  Counsel;  Executive  Vice  President,  Chief  Operating
Officer  and  General  Counsel,  American  Century  Companies,   Inc.,  American
Century Investment Management, Inc. and American Century Services Corporation.

8                                                   American Century Investments


     ROBERT  T.  JACKSON,  Executive  Vice  President  and  Principal  Financial
Officer;  Executive Vice President and Treasurer,  American  Century  Companies,
Inc.,  American  Century  Investment  Management,   Inc.  and  American  Century
Services Corporation; formerly Executive Vice President, Kemper Corporation.

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

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

     MERELE A. MAY, Controller.

     The Board of  Directors  has  established  four  standing  committees:  the
Executive  Committee,  the Audit  Committee,  the  Compliance  Committee and the
Nominating Committee.

     Messrs.  Stowers Jr.,  Stowers III and Lundgaard  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.

     Messrs.   Lundgaard  (chairman),   Doering  and  Hock  and  Ms.  Strandjord
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.

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

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

     The  Directors of the  corporation  also serve as Directors for other funds
advised by the  manager.  Each  Director  who is not an  "interested  person" as
defined in the  Investment  Company Act  receives for service as a member of the
Board of all six of such companies an annual director's fee of $44,000, 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  the  manager,  the  funds  are
responsible for paying such fees and expenses.  Set forth below is the aggregate
compensation  paid for the periods  indicated  by the funds and by the  American
Century  family of funds as a whole to each director of the  corporation  who is
not an "interested person" as defined in the Investment Company Act.

                               Aggregate          Total Compensation from
                              Compensation          the American Century
Director                 from the corporation 1       Family of Funds 2
- -----------------------------------------------------------------------------
Thomas A. Brown                  $15.58                    $44,000
Robert W. Doering, M.D.           14.85                     44,000
Linsley L. Lundgaard              15.58                     46,000
Donald H. Pratt                   14.85                     28,000
Lloyd T. Silver, Jr.              14.85                     44,000
M. Jeannine Strandjord            14.85                     44,000
John M. Urie                      15.58                     46,000
- -----------------------------------------------------------------------------

1    Includes  compensation  actually paid by the corporation  from February 15,
     1996 through May 31, 1996.

2    Includes compensation paid by the fifteen investment company members of the
     American  Century  family of funds for the calendar year ended December 31,
     1995.

Statement of Additional Information                                            9


     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 funds, are paid by the manager.

MANAGEMENT

     A description of the  responsibilities  and method of  compensation  of the
funds' investment manager, American Century Investment Management, Inc., 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 funds'
Board of Directors 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 the funds  who are not  parties  to the  agreement  or  interested
persons of the  manager,  cast in person at a meeting  called for the purpose of
voting on such approval.

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

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

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

     Certain  investments  may be  appropriate  for the funds and also for other
clients  advised by the manager.  Investment  decisions  for the funds and other
clients are made with a view to achieving their respective investment objectives
after  consideration of such factors as their current holdings,  availability of
cash for investment,  and the size of their investment  generally.  A particular
security may be bought or sold for only one client,  or 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 the manager to be  equitable to each.  In some cases this  procedure
could have an adverse effect on the price or amount of the securities  purchased
or sold by a fund.

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

     In  addition to managing  the funds,  on February 1, 1996,  the manager was
also acting as an investment  adviser to 13  institutional  accounts and to five
other registered  investment  companies:  American  Century Mutual Funds,  Inc.,
American Century World Mutual Funds,  Inc.,  American Century Premium  Reserves,
Inc., TCI Portfolios, Inc. and American Century Capital Portfolios, Inc.

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

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

10                                                  American Century Investments


CUSTODIANS

     The Chase  Manhattan  Bank,  N.A., 770 Broadway,  New York, New York 10003,
Commerce Bank, N.A., 1000 Walnut,  Kansas City,  Missouri 64105, United Missouri
Bank of Kansas City,  N.A., 10th and Grand,  Kansas City,  Missouri 64105,  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 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 American Century.

CAPITAL STOCK

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

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

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

     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.

MULTIPLE CLASS STRUCTURE

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

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

RULE 12B-1

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

Statement of Additional Information                                           11


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

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

SHAREHOLDER SERVICES PLAN

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

     American Century Investment Services,  Inc. (the "Distributor") enters into
contracts  with  each  financial  intermediary  for  the  provision  of  certain
shareholder  services  and  utilizes  the  shareholder  services  fees under the
Shareholder  Services Plan to pay for such services.  Payments may be made for a
variety  of  shareholder  services,  including,  but are  not  limited  to,  (1)
receiving,  aggregating and processing purchase, exchange and redemption request
from beneficial  owners  (including  contract owners of insurance  products that
utilize  the  funds as  underlying  investment  medium)  of shares  and  placing
purchase,  exchange and redemption  orders with the  Distributor;  (2) providing
shareholders  with a service that invests the assets of their accounts in shares
pursuant to specific or  pre-authorized  instructions;  (3) processing  dividend
payments from a fund on behalf of  shareholders  and assisting  shareholders  in
changing dividend options, account designations and addresses; (4) providing and
maintaining  elective services such as check writing and wire transfer services;
(5) acting as  shareholder  of record and nominee  for  beneficial  owners;  (6)
maintaining account records for shareholders and/or other beneficial owners; (7)
issuing confirmations of transactions;  (8) providing subaccounting with respect
to shares  beneficially  owned by  customers of third  parties or providing  the
information  to a fund as necessary  for such  subaccounting;  (9) preparing and
forwarding   shareholder   communications  from  the  funds  (such  as  proxies,
shareholder reports,  annual and semi-annual  financial statements and dividend,
distribution and tax notices) to shareholders  and/or other  beneficial  owners;
(10) providing other similar  administrative  and sub-transfer  agency services;
and (11)  paying  "service  fees"  for the  provision  of  personal,  continuing
services to investors, as contemplated by the Rules of Fair Practice of the NASD
(collectively  referred to as "Shareholder  Services").  Shareholder Services do
not include those activities and expenses that are primarily  intended to result
in the sale of additional shares of the funds.

MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

     As  described in the  Prospectus,  the funds'  Advisor  Class of shares are
also made available to participants

12                                                  American Century Investments


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

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

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

     Distribution  services include any activity  undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares,  which
services  may  include  but  are  not  limited  to,  (1) the  payment  of  sales
commission,   ongoing  commissions  and  other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (2)  compensation to registered  representatives  or other
employees of  Distributor  who engage in or support  distribution  of the funds'
Advisor Class shares; (3) compensation to, and expenses  (including overhead and
telephone  expenses)  of,   Distributor;   (4)  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (5) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the funds'  shareholders and prospective
shareholders;  (6)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information,  and shareholder reports; (7) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (8) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (9)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (10) the providing of other  reasonable  assistance in
connection  with  the  distribution  of fund  shares;  (11) the  organizing  and
conducting  of  sales  seminars  and  payments  in  the  form  of  transactional
compensation or promotional incentives;  (12) profit on the foregoing;  (13) the
payment of "service fees" for the provision of personal,  continuing services to
investors,  as  contemplated  by the Rules of Fair Practice of the NASD and (14)
such other distribution and services activities as the manager determines may be
paid for by the funds  pursuant to the terms of this Agreement and in accordance
with Rule 12b-1 of the Investment Company Act.

TAXES

     Each fund intends to qualify under the Internal Revenue 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.

Statement of Additional Information                                           13


     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 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 Internal  Revenue Code,  resulting in a postponement of
the recognition of such loss for federal income tax purposes.

     In addition to the federal income tax consequences described above relating
to an investment in 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  the funds and the
manager,  the manager has the  responsibility  of  selecting  brokers to execute
portfolio transactions. The funds' policy is to secure the most favorable prices
and execution of orders on its portfolio transactions. So long as that policy is
met, the manager may take into  consideration  the factors  discussed below when
selecting brokers.

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

     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  the  funds  effect  securities
transactions  may be used by the manager in servicing all of its  accounts,  and
not all such  services may be used by the manager in managing the  portfolios of
the funds.

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

PERFORMANCE ADVERTISING

     Average  annual  total  return is  calculated  by  determining  each fund's
cumulative  total  return for the stated  period and then  computing  the annual
compound  return that would  produce the  cumulative  total return if the fund's
performance  had been constant over that period.  The following table sets forth
the  cumulative  total return since  inception for the funds for the period from
February 15, 1996 through

14                                                  American Century Investments


May 31, 1996. Cumulative total return includes all elements of return, including
reinvestment  of dividends and capital gains  distribution.  Annualization  of a
fund's  return  assumes  that the  partial  year  performance  will be  constant
throughout  the period.  Actual return through the period may be greater or less
than the annualized data.

Fund                                       Cumulative Total Return (1)
- -----------------------------------------------------------------------------
Strategic Allocation: Conservative                       .64%
Strategic Allocation: Moderate                          3.11%
Strategic Allocation: Aggressive                        4.60%
- -----------------------------------------------------------------------------

(1)  For the period February 15, 1996 (inception) through May 31, 1996.

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

ADDITIONAL PERFORMANCE COMPARISONS

     Investors  may  judge  the  performance  of the  funds by  comparing  their
performance to the  performance of other mutual funds or mutual fund  portfolios
with comparable  investment  objectives and policies through various mutual fund
or market  indices such as those  prepared by Dow Jones & Co.,  Inc.  Standard &
Poor's  Corporation,  Shearson  Lehman  Brothers,  Inc., J. P. Morgan & Company,
Salomon Brothers,  Inc., the Morgan Stanley Capital  International EAFE (Europe,
Australia  and Far East) Index,  Donoghue's  Money Fund  Average,  the Bank Rate
Monitor National Index of 21/2-year CD rates, IFC Global Composite Index, and to
composite  indices  consisting  of two or more of the  above to more  accurately
reflect fund holdings, and to data prepared by Lipper Analytical Services,  Inc.
or Morningstar,  Inc., and to the Consumer Price Index.  Comparisons may also be
made to indices or data published in Money Magazine,  Forbes, Barron's, The Wall
Street Journal,  The New York Times,  Business Week,  Pensions and  Investments,
U.S.A.  Today,  and other  similar  publications  or  services.  In  addition to
performance  information,  general information about the funds that appears in a
publication such as those mentioned above or in the Prospectus under the heading
"Performance  Advertising" may be included in  advertisements  and in reports to
shareholders.

PERMISSIBLE ADVERTISING INFORMATION

     From time to time,  the funds may,  in  addition  to any other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental sales literature and reports to shareholders:

(1)  discussions  of  general  economic  or  financial  principles  (such as the
     effects of compounding and the benefits of dollar-cost averaging);

(2)  discussions of general economic trends;

(3)  presentations of statistical data to supplement such discussions;

(4)  descriptions of past or anticipated  portfolio  holdings for one or more of
     the funds;

(5)  descriptions of investment strategies for one or more of the funds;

(6)  descriptions  or  comparisons of various  savings and  investment  products
     (including,  but not limited to, qualified  retirement plans and individual
     stocks and bonds). which may or may not include the funds;

(7)  comparisons  of  investment  products  (including  the funds) with relevant
     market or industry indices or other appropriate benchmarks;

(8)  discussions   of  fund   rankings   or   ratings  by   recognized   ratings
     organizations; and

(9)  testimonials describing the experience of persons that have invested in one
     or more of the funds.

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

REDEMPTIONS IN KIND

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

     The funds have  elected to be governed  by Rule 18f-1 under the  Investment
Company Act of 1940,  pursuant to which the funds are obligated to redeem shares
solely in cash up to the lesser of  $250,000  or 1% of the net asset  value of a
fund during any 90-day period for any one shareholder. If shares are redeemed in
kind, the redeeming shareholder might

Statement of Additional Information                                           15


incur brokerage costs in converting the assets to cash. The securities delivered
will be selected at the sole  discretion of the manager and will not necessarily
be  representative  of the  entire  portfolio  and will be  securities  that the
manager  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

     The funds do 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  unaudited  financial  statements  of the  funds  for the  period  from
February 15, 1996  (inception) to May 31, 1996 are included in this statement of
additional  information.  While the financial  statements  respecting  such fund
contained  herein are unaudited,  in the opinion of management,  all adjustments
necessary  for a fair  presentation  of the  financial  position  and results of
operations  for the period from February 15, 1996  (inception)  to May 31, 1996,
have been made.  The  results of  operations  for the period  indicated  are not
necessarily indicative of the results for an entire year.

16                                                  American Century Investments

<TABLE>
<CAPTION>

STATEMENTS OF ASSETS AND LIABILITIES

                                                      STRATEGIC        STRATEGIC         STRATEGIC
                                                     ALLOCATION:      ALLOCATION:       ALLOCATION:
                                                    CONSERVATIVE       MODERATE         AGGRESSIVE

May 31, 1996 (Unaudited)

ASSETS
<S>                                                 <C>              <C>              <C>        
Investment securities, at value (identified
   cost of $8,076,468, $14,622,761 and 
   $15,666,174, respectively) (Note 3) ...........  $8,075,074       $14,980,472      $16,247,257

Cash .............................................      46,417           100,162          154,851

Receivable for investments sold ..................      27,451            63,065          119,375

Dividends and interest receivable ................      39,758            76,218           73,787
                                                   -----------       -----------      -----------
                                                     8,188,700        15,219,917       16,595,270
                                                   -----------       -----------      -----------
LIABILITIES

Disbursements in excess of demand deposit cash ...          --                27              816

Payable for investments purchased ................     114,030           244,770          202,643

Payable for capital shares redeemed ..............       7,632             9,667            6,794

Accrued management fees (Note 2) .................       6,333            12,804           15,241

Other liabilities ................................           4                25               49
                                                   -----------       -----------      -----------
                                                       127,999           267,293          225,543
                                                   -----------       -----------      -----------
NET ASSETS APPLICABLE
TO OUTSTANDING SHARES ............................  $8,060,701       $14,952,624      $16,369,727
                                                   ===========       ===========      ===========
CAPITAL SHARES, $.01 PAR VALUE

Authorized ....................................... 100,000,000       100,000,000      100,000,000
                                                   ===========       ===========      ===========
Outstanding ......................................   1,607,830         2,906,975        3,127,215
                                                   ===========       ===========      ===========

NET ASSET VALUE PER SHARE ........................      $ 5.01            $ 5.14           $ 5.23
                                                   ===========       ===========      ===========
NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) ..........  $8,020,386       $14,574,621      $15,842,319

Undistributed net investment income ..............      41,346            57,291           52,851

Accumulated undistributed net realized
   gain (loss) from investment and foreign
   currency transactions .........................         370          (36,976)        (106,534)

Net unrealized appreciation (depreciation)
   on investments and translation of assets
   and liabilities in foreign currencies (Note 3)      (1,401)           357,688          581,091
                                                   -----------       -----------      -----------
                                                    $8,060,701       $14,952,624      $16,369,727
                                                   ===========       ===========      ===========
</TABLE>
See Notes to Financial Statements

Statement of Additional Information                                           17

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS

                                                      STRATEGIC        STRATEGIC         STRATEGIC
February 15, 1996 (Inception) through                ALLOCATION:      ALLOCATION:       ALLOCATION:
May 31, 1996 (Unaudited)                            CONSERVATIVE       MODERATE         AGGRESSIVE
<S>                                                 <C>              <C>              <C>     
INVESTMENT INCOME

Income:

   Dividends (net of foreign taxes withheld
     of $234, $1,429 and $1,654, respectively) ...     $12,670          $ 31,141         $ 32,559

   Interest ......................................      71,360            75,540           54,663
                                                   -----------       -----------      -----------
                                                        84,030           106,681           87,222
                                                   -----------       -----------      -----------
Expenses:

   Management fees (Note 2) ......................      17,689            29,853           33,108

   Directors' fees and expenses ..................       1,155             1,156            1,263
                                                   -----------       -----------      -----------
                                                        18,844            31,009           34,371
                                                   -----------       -----------      -----------
NET INVESTMENT INCOME ............................      65,186            75,672           52,851
                                                   -----------       -----------      -----------
REALIZED AND UNREALIZED GAIN (LOSS) (Note 3)

Net realized gain (loss) during the period on:

   Investments ...................................       1,824          (35,052)        (104,324)

   Foreign currency transactions .................     (1,454)           (1,924)          (2,210)
                                                   -----------       -----------      -----------
                                                           370          (36,976)        (106,534)
                                                   -----------       -----------      -----------
Change in net unrealized appreciation 
(depreciation) during the period on:

   Investments ...................................     (1,394)           357,711          581,083

   Translation of assets and liabilities in
     foreign currencies ..........................         (7)              (23)                8
                                                   -----------       -----------      -----------
                                                       (1,401)           357,688          581,091
                                                   -----------       -----------      -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY .................     (1,031)           320,712          474,557
                                                   -----------       -----------      -----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ........................     $64,155          $396,384         $527,408
                                                   ===========       ===========      ===========
</TABLE>

See Notes to Financial Statements

18                                                  American Century Investments

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS

                                                       STRATEGIC       STRATEGIC         STRATEGIC
February 15, 1996 (Inception) through                 ALLOCATION:     ALLOCATION:       ALLOCATION:
May 31, 1996 (Unaudited)                             CONSERVATIVE      MODERATE         AGGRESSIVE

INCREASE IN NET ASSETS

OPERATIONS
<S>                                                <C>            <C>              <C>           
Net investment income ............................ $     65,186   $       75,672   $        52,851

Net realized gain (loss) on investments
   and foreign currency transactions .............          370          (36,976)         (106,534)

Change in net unrealized appreciation
   (depreciation) on investments and
   translation of assets and liabilities
   in foreign currencies .........................       (1,401)          357,688          581,091
                                                    -----------       -----------      -----------
Net increase in net assets resulting
   from operations ...............................       64,155           396,384          527,408
                                                    -----------       -----------      -----------
DISTRIBUTIONS TO SHAREHOLDERS

From net investment income .......................      (23,840)          (18,381)              --
                                                    -----------       -----------      -----------
CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold ........................    9,121,198        19,244,744       19,648,392

Proceeds from reinvestment of distributions ......       23,840            18,381               --

Payments for shares redeemed .....................   (1,124,652)       (4,688,504)      (3,806,073)
                                                    -----------       -----------      -----------
Net increase in net assets from capital
   share transactions ............................    8,020,386        14,574,621       15,842,319
                                                    -----------       -----------      -----------
NET INCREASE IN NET ASSETS .......................    8,060,701        14,952,624       16,369,727

NET ASSETS

Beginning of period ..............................          --                 --               --
                                                    -----------       -----------      -----------
End of period .................................... $  8,060,701       $14,952,624      $16,369,727
                                                    ===========       ===========      ===========
Undistributed net investment
    income ....................................... $     41,346     $      57,291    $      52,851
                                                    ===========       ===========      ===========
TRANSACTIONS IN SHARES OF THE FUNDS:

Sold .............................................    1,829,412         3,833,979        3,865,343

Issued in reinvestment of distributions ..........        4,826             3,684               --

Redeemed .........................................     (226,408)         (930,688)        (738,128)
                                                    -----------       -----------      -----------
Net increase .....................................    1,607,830         2,906,975        3,127,215
                                                    ===========       ===========      ===========
</TABLE>

See Notes to Financial Statements

Statement of Additional Information                                           19


NOTES TO FINANCIAL STATEMENTS

May 31, 1996 (Unaudited)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization--

     American Century  Strategic Asset  Allocations,  Inc. (the  Corporation) is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.  Three series of shares are currently issued as
Strategic  Allocation:   Conservative,   Strategic   Allocation:   Moderate  and
Strategic   Allocation:   Aggressive  (the  Funds).  The  following  significant
accounting  policies  related  to the Funds are in  accordance  with  accounting
policies generally accepted in the investment company industry.

Security Valuations--

     Portfolio  securities traded primarily on a principal  securities  exchange
are valued at the last reported sales price,  or the mean between the latest bid
and asked  prices  where no last sales  price is  available.  Securities  traded
over-the-counter  are valued at the mean of the latest bid and asked  prices or,
in the case of certain  foreign  securities,  at the last reported  sales price.
Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the mean of the most
recent bid and asked prices. Short-term securities are valued at amortized cost,
which approximates value. When valuations are not readily available,  securities
are valued at fair value as determined in good faith by the board of directors.

Security Transactions--

     Security  transactions are accounted for on the date purchased or sold. Net
realized gains and losses are determined on the identified cost basis,  which is
also used for federal income tax purposes.

Investment Income--

     Dividend  income less foreign taxes withheld (if any) is recorded as of the
ex-dividend  date or upon  receipt of  ex-dividend  notification  in the case of
certain foreign  securities.  Interest income is recognized on the accrual basis
and includes amortization of discounts and premiums.

Foreign Currency Transactions--

     The  accounting  records of the Funds are maintained in U.S.  dollars.  All
assets and liabilities  initially  expressed in foreign currencies are converted
into  U.S.  dollars  at  prevailing  exchange  rates.  Purchases  and  sales  of
investment  securities,  dividend and interest income,  and certain expenses are
translated at the rates of exchange  prevailing on the respective  dates of such
transactions.

     The  Funds  do not  isolate  that  portion  of the  results  of  operations
resulting from changes in the foreign  exchange  rates on  investments  from the
fluctuations  arising from changes in the market prices of securities held. Such
fluctuations  are included with the net realized and unrealized  gain or loss on
investments.

     Net realized foreign currency  exchange gains or losses arise from sales of
portfolio  securities,  sales of foreign currencies,  and the difference between
asset and liability amounts initially stated in foreign  currencies and the U.S.
dollar value of the amounts  actually  received or paid. Net unrealized  foreign
currency  exchange gains or losses arise from changes in the value of assets and
liabilities other than portfolio  securities at the end of the reporting period,
resulting from changes in the exchange rates.

20                                                  American Century Investments


Forward Foreign Currency Exchange Contracts--

     The Funds may enter into forward foreign  currency  exchange  contracts for
the purpose of settling specific purchases or sales of securities denominated in
a foreign currency or to hedge the Funds' exposure to foreign currency  exchange
rate fluctuations.  The net U.S. dollar value of foreign currency underlying all
contractual   commitments  held  by  the  Funds  and  the  resulting  unrealized
appreciation  or depreciation  are determined  daily using  prevailing  exchange
rates. Forward contracts involve elements of market risk in excess of the amount
reflected in the Statements of Assets and  Liabilities.  The Funds bear the risk
of an unfavorable  change in the foreign  currency  exchange rate underlying the
forward contract.  Additionally,  losses may arise if the  counterparties do not
perform under the contract terms.

Repurchase Agreements--

     Securities pledged as collateral for repurchase  agreements are held by the
Federal  Reserve Bank and are  designated  as being held on the Fund's behalf by
its custodian under a book-entry  system.  The Funds monitor the adequacy of the
collateral daily and can require the seller to provide additional  collateral in
the event the market value of the  securities  pledged  falls below the carrying
value of the repurchase agreement.

Income Tax Status--

     It is the  policy  of the  Funds  to  distribute  all  taxable  income  and
capital  gains  to  shareholders  and  to  otherwise   qualify  as  a  regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal or state taxes.

Distributions to Shareholders--

     Distributions  to  shareholders  are  recorded  on  the  ex-dividend  date.
Distributions  from net investment income are declared and paid quarterly,  with
respect to Strategic  Allocation:  Conservative,  and  annually  with respect to
Strategic   Allocation:   Moderate   and   Strategic   Allocation:   Aggressive.
Distributions from net realized gains are declared and paid annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences are primarily due to differences
in the  recognition of income and expense items for financial  statement and tax
purposes.

Supplementary Information--

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager,  American
Century Investment Management, Inc.

2. MANAGEMENT AGREEMENT

     The Management Agreement with the manager provides for a monthly management
fee  computed by  multiplying  the  applicable  fee for each Fund by the average
daily  closing value of such Fund's net assets  during the previous  month.  The
Agreement  further  provides  that all expenses of the Funds,  except  brokerage
commissions, taxes, interest, expenses of those directors who are not considered
"interested persons" as defined in the Investment Company Act of 1940 (including
counsel  fees) and  extraordinary  expenses,  will be paid by the  manager.  The
agreement may be terminated by either party upon 60 days' written notice.

     The current annual management fee for Strategic Allocation: Conservative is
1.00% of average  net assets up to $1 billion  and .90% of average net assets in
excess  of  $1  billion.   The  current  annual  management  fee  for  Strategic
Allocation:  Moderate  is 1.10% of average net assets up to $1 billion and 1.00%
of average net assets in excess of $1 billion. The current annual management fee
for  Strategic  Allocation:  Aggressive  is 1.20% of average net assets up to $1
billion and 1.10% of average net assets in excess of $1 billion.

Statement of Additional Information                                           21


3. INVESTMENT TRANSACTIONS

     Investment  transactions  (excluding short-term investments) for the period
ended May 31, 1996, were as follows:
<TABLE>

                                                  Conservative        Moderate         Aggressive
                                            -------------------------------------------------------
PURCHASES
<S>                                                 <C>              <C>             <C>        
   Common Stocks                                    $3,757,575       $10,157,518      $13,801,005
   Preferred Stocks                                     35,999            87,387          197,492
   U.S. Treasury & Agency Obligations                2,691,460         2,674,058        1,557,684
   Other Debt Obligations                            1,173,832         1,617,129        1,611,280

PROCEEDS FROM SALES
   Common Stocks                                      $977,842        $1,953,567       $2,927,796
   Preferred Stocks                                         --            13,256           15,908
   U.S. Treasury & Agency Obligations                  109,719                --          100,063
   Other Debt Obligations                              214,994           107,497          100,243

     On  May  31,  1996,  the   composition  of  unrealized   appreciation   and
(depreciation)  of  investment   securities  based  on  the  aggregate  cost  of
investments for federal income tax purposes was as follows:

                          Appreciation    (Depreciation)          Net      Federal Tax Cost
                    -------------------------------------------------------------------------
Conservative                $172,401       $(178,347)          $ (5,946)     $ 8,081,020
Moderate                     574,366        (231,206)           343,160       14,637,312
Aggressive                   798,745        (247,118)           551,627       15,695,630
</TABLE>

22                                                  American Century Investments


                                     NOTES

Statement of Additional Information                                           23


                                     NOTES

24                                                  American Century Investments


                                     NOTES

Statement of Additional Information                                           25


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

Internet: www.americancentury.com

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