As filed with the Securities and Exchange Commission on April 18, 1997
1933 Act File No. 33-79482; 1940 Act File No. 811-8532
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. ____ [ ]
- --------------------------------------------------------------------------------
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
4500 Main Street,
P.O. Box 419200
Kansas City, MO 64141-6200
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 816-531-5575
Pat Looby, Esq.
4500 Main Street,
P.O. Box 419200
Kansas City, MO 64141-6200
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective under the Securities Act of 1933.
It is proposed that this filing will become effective on May 19, 1997 pursuant
to Rule 488 under the Securities Act of 1933.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A (Registration Nos. 33-79482, 811-8532) pursuant to Rule
24f-2 under the Investment Company Act of 1940. The Registrant is filing as an
exhibit to this Registration Statement an opinion related to the legality of
shares being issued in connection with this Registration Statement. Pursuant to
Rule 429, this Registration Statement relates to the aforesaid Registration
Statement on Form N-1A. The Registrant filed a Rule 24f-2 Notice on Form 24f-2
with respect to its fiscal year ended November 30, 1996.
<PAGE>
Cross Reference Pages
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
FORM N-14
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a)
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Part A Item No. Prospectus/Proxy
and Caption Statement Caption
<S> <C> <C>
1. Beginning of Registration Statement and Outside Cover Page
Front Cover Page of Prospectus
2. Beginning and Outside Back Cover Page of Prospectus Table of Contents
3. Fee Table, Synopsis Information and Risk Factors Important Information You Should Consider;
Comparison of Certain Information Regarding the
Funds; Risk Factors; Transaction and Operating
Expense Information; Information About the Funds
4. Information About the Transaction Important Information You Should Consider; Risk
Factors; Additional Information Relating to the
Proposed Transaction; Information About the Funds;
Appendix I
5. Information About the Registrant Important Information You Should Consider;
Comparison of Certain Information Regarding the
Funds; Risk Factors; Information About the Funds;
Additional Information
6. Information About the Companies Being Acquired Important Information You Should Consider;
Comparison of Certain Information Regarding the
Funds; Risk Factors; Information About the Funds;
Additional Information
7. Voting Information Important Information You Should Consider;
Information Relating to Voting Matters
8. Interest of Certain Persons and Experts Information Relating To Voting Matters
9. Additional Information Required for Reoffering by Not applicable
Persons Deemed to be Underwriters
Part B
10. Cover Page Statement of Additional Information Cover Page
11. Table of Contents Table of Contents
12. Additional Information About the Registrant Statement of Additional Information of American
Century Strategic Asset Allocations, Inc.
13. Additional Information About the Company Being Statement of Additional Information of American
Acquired Century Manager Funds
14. Financial Statements Pro Forma Financial Statements
Part C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
</TABLE>
<PAGE>
American Century Investments
4500 Main Street
Kansas City, Missouri 64111
May --, 1997
Dear Capital Manager Fund Shareholder:
I am writing to ask for your support of an important proposal affecting
your fund. The proposal will be voted on at an upcoming Special Meeting of
shareholders to be held on July 30, 1997. Please take a few minutes to read the
enclosed materials, complete and sign the proxy voting card and mail it back to
us.
You are being asked to approve the combination of the Capital Manager
fund with another American Century fund: the Strategic Allocation: Conservative
fund. The reason for the combination is that they are very similar funds, as you
will see by reading the enclosed materials. Each fund was started prior to the
1995 combination of the Benham and Twentieth Century mutual fund families. We
believe it will be more efficient to have our talented portfolio management team
focus on a single, larger portfolio of assets than to continue managing two very
similar, smaller portfolios.
The Board of Trustees of your fund has unanimously voted in favor of
this reorganization and believes the combination is in your fund's and your best
interests. We encourage you to vote "FOR" the reorganization. The enclosed
materials give more detailed information about the proposed reorganization and
the reasons why we recommend you vote for it.
If you lead a busy life, as I do, you're probably tempted to put these
materials aside, having the best intentions to return to them at another time.
PLEASE DON'T DO THAT. If shareholders don't return their proxies, additional
expenses must be incurred to pay for follow-up mailings and phone calls. PLEASE
TAKE A FEW MINUTES TO REVIEW THE ENCLOSED MATERIALS AND SIGN AND RETURN YOUR
PROXY CARD TODAY.
To more efficiently handle this proxy solicitation, we have hired D.F.
King & Co., Inc. to act as our proxy solicitor. If you have any questions or
need any help in voting your shares, please call them at 1-800-755-3107. Any
question they cannot respond to will be forwarded to us immediately.
Thank you for your time in considering this important proposal. We
believe the reorganization will enable us to better serve your needs. Thank you
for investing with American Century and for your continued support.
Sincerely,
/s/James M. Benham
James M. Benham
President and
Chairman of the Board
AMERICAN CENTURY MANAGER FUNDS
American Century Investments
4500 Main Street
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-2021
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on July 30, 1997
To Capital Manager Fund Shareholders:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
the American Century Capital Manager Fund, a portfolio of the American Century
Manager Funds will be held at American Century Tower I, 4500 Main Street, Kansas
City, Missouri on July 30, 1997 at 10:00 a.m. (Central time) for the following
purposes:
ITEM 1 To consider and act upon a proposal to approve an Agreement
and Plan of Reorganization and the transactions contemplated
thereby, including:
(a) the transfer of substantially all of the assets and
liabilities of the Capital Manager Fund to the American
Century Strategic Allocation: Conservative Fund, a series of
shares issued by American Century Strategic Asset
Allocations, Inc., in exchange for Investor Class shares of
that Fund;
(b) the liquidating distribution of the Strategic
Allocation: Conservative Fund shares to the shareholders of
the Capital Manager Fund according to their respective
interests; and
(c) the termination under state law and the Investment
Company Act of 1940, as amended, of the American Century
Manager Fund.
ITEM 2 To transact such other business as may properly come before
the Special Meeting or any adjournment(s) thereof.
The proposed reorganization and related matters are described in the
attached Combined Prospectus/Proxy Statement. Appendix I to the Combined
Prospectus/Proxy Statement is a copy of the Agreement and Plan of
Reorganization.
Shareholders of record as of the close of business on May 17, 1997 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment(s)
thereof.
PLEASE EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE EACH ACCOMPANYING
PROXY CARD, WHICH IS BEING SOLICITED BY THE AMERICAN CENTURY MANAGER FUNDS'
BOARD OF TRUSTEES. PLEASE RETURN YOUR PROXY CARD EVEN IF YOU ARE PLANNING TO
ATTEND THE MEETING. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. PROXIES
MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING A WRITTEN
NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
/s/William M. Lyons
William M. Lyons
Secretary
May --, 1997
COMBINED PROSPECTUS/PROXY STATEMENT
of
AMERICAN CENTURY MANAGER FUNDS
and
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
May --, 1997
This Combined Prospectus/Proxy Statement is furnished in connection
with the solicitation of votes by the Board of Trustees of the Capital Manager
fund in connection with a Special Meeting of Shareholders to be held on
Wednesday, July 30, 1997 at 10:00 (Central time) at American Century Tower I,
4500 Main Street, Kansas City, Missouri.
At the Special Meeting, shareholders of the Capital Manager fund are
being asked to approve the combination of Capital Manager into American
Century's Strategic Allocation: Conservative fund. A copy of the proposed
Agreement and Plan of Reorganization is attached as Appendix I. Both funds
involved in the reorganization are similarly managed diversified, open-end asset
allocation mutual funds that seek to maximize total return by diversifying their
investments among a similar mix of stocks, bonds and money market investments.
The purpose of the reorganization is to achieve management and operational
efficiencies by combining these two similar funds. Both funds have shares
registered with the Securities Exchange Commission.
This Combined Prospectus/Proxy Statement constitutes the Proxy
Statement of your fund for the Special Meeting of Shareholders and a prospectus
for the Investor Class shares of the Strategic Allocation: Conservative fund
that are to be issued in connection with the reorganization. It is intended to
give you the information you need to consider and vote on the proposed
reorganization. You should retain this document for future reference. A
Statement of Additional Information, dated May --, 1997, about your fund and
Strategic Allocation: Conservative has been filed with the Commission and is
incorporated into this document by reference. A copy of the Statement of
Additional Information may be obtained without charge upon request by calling or
writing to us at the address or telephone number set forth below.
The principal executive offices of your fund and the Strategic
Allocation fund are located at American Century Investments, 4500 Main Street,
P.O. Box 419200, Kansas City, Missouri 64141-6200. The funds' telephone number
is 1-800-345-2021.
A copy of the Strategic Allocation: Conservative fund Prospectus
accompanies this document and is incorporated into it by reference.
The information contained in this Combined Prospectus/Proxy Statement
is required by rules of the Securities and Exchange Commission; some of it is
highly technical. If you have any questions about these materials or how to vote
your shares, please call our proxy solicitor, D.F. King & Co., Inc., toll-free
at 1-800-755-3107.
LIKE ALL MUTUAL FUND SHARES, THE SECURITIES OF AMERICAN CENTURY'S
STRATEGIC ALLOCATION: CONSERVATIVE FUND HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED ON THE ADEQUACY OR ACCURACY OF THIS COMBINED PROSPECTUS/PROXY STATEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations other than those contained in this Combined Prospectus/Proxy
Statement and in the materials expressly incorporated herein by reference. If
given or made, such other information or representations must not be relied upon
as having been authorized by your fund, American Century Strategic Asset
Allocations, Inc., or anyone affiliated with American Century Investments.
PLEASE NOTE THAT THE SPECIAL MEETING OF SHAREHOLDERS IS NOT A
SHAREHOLDER SEMINAR.
TABLE OF CONTENTS
IMPORTANT INFORMATION YOU SHOULD CONSIDER....................................4
COMPARISON OF CERTAIN INFORMATION REGARDING THE FUNDS........................8
RISK FACTORS................................................................13
TRANSACTION AND OPERATING EXPENSE INFORMATION...............................13
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION.......................15
Summary of Plan of Reorganization........................................15
Description of Strategic Allocation: Conservative Securities.............16
Reasons Supporting the Reorganization....................................17
Federal Income Tax Consequences..........................................17
Capitalization...........................................................17
INFORMATION ABOUT THE FUNDS.................................................18
Information about Strategic Allocation: Conservative.....................18
Information about the Capital Manager Fund...............................20
Fundamental Investment Restrictions......................................21
INFORMATION RELATING TO VOTING MATTERS......................................22
General Information......................................................22
Voting and Revocation of Proxies.........................................22
Record Date..............................................................23
Quorum...................................................................23
Shareholder Vote Required................................................23
Cost of Proxy Solicitation...............................................23
Certain Shareholders.....................................................23
Appraisal Rights.........................................................25
Annual Meetings..........................................................25
ADDITIONAL INFORMATION......................................................25
LITIGATION..................................................................25
FINANCIAL STATEMENTS........................................................26
OTHER BUSINESS..............................................................26
SHAREHOLDER INQUIRIES.......................................................26
APPENDIX I AGREEMENT AND PLAN OF REORGANIZATION............................I-1
APPENDIX II MANAGEMENT DISCUSSION & ANALYSIS..............................II-1
APPENDIX III STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS............III-1
APPENDIX IV CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS...................IV-1
IMPORTANT INFORMATION YOU SHOULD CONSIDER
The following Q&A is a brief summary of some of the issues that may be
important to you. As is true with all summaries, however, not all of the
information or topics that you may think are important will be included. As a
result, this Q&A is qualified in its entirety by the more detailed information
contained elsewhere in this document, or incorporated into this document, or
attached as an Appendix. Please read all the enclosed proxy materials before
voting. PLEASE REMEMBER TO VOTE YOUR SHARES AS SOON AS POSSIBLE. If enough
shareholders return their proxy cards soon, additional costs for follow-up
mailings and phone calls may be avoided.
Q. What is the purpose of the upcoming meeting?
A. Your Board of Trustees has recommended reorganizing the
Capital Manager fund by combining it with the Strategic
Allocation: Conservative fund. The combination requires
shareholder approval. The meeting will be held on Wednesday,
July 30, 1997 at 10:00 a.m. (Central time) at American Century
Tower I, 4500 Main Street, Kansas City, Missouri. Shareholders
of record as of the close of business on May 17, 1997, are
eligible to vote.
Q. Why is the reorganization being proposed?
A. The reorganization seeks to improve operational and investment
management efficiencies by combining two funds with the same
investment objective and very similar asset allocation
weightings, investment policies, approaches and procedures.
Strategic Allocation: Conservative is one of the three series
of shares offered by American Century Strategic Asset
Allocations, Inc. Like your fund, Strategic Allocation:
Conservative is an asset allocation fund that seeks to
maximize total return by diversifying its investments among a
mix of stocks, bonds and money market investments. Combining
these two funds will also help eliminate customer confusion
regarding which asset allocation fund to choose.
Q. How will the reorganization be accomplished?
A. Shareholders of the Capital Manager fund are being asked to
approve the combination of their fund with the Investor Class
of American Century's Strategic Allocation: Conservative fund
pursuant to the Agreement and Plan of Reorganization attached
as Appendix I. The reorganization will take the form of a sale
of assets by the Capital Manager fund in exchange for shares
of the Strategic Allocation fund. The Capital Manager fund
will then make a liquidating distribution of those shares to
its shareholders.
Q. What will shareholders get if the reorganization is approved?
A. As a result of the liquidating distribution, you will receive
Investor Class shares of Strategic Allocation: Conservative in
an amount equal to the VALUE of your shares on the date the
combination takes place (probably August 30th). Because the
net asset value (price per share) of Capital Manager is higher
than the net asset value of the Strategic Allocation Fund, you
will receive more Strategic Allocation: Conservative shares
than you have of the Capital Manager fund, but the TOTAL VALUE
of your account after the reorganization WILL BE THE SAME as
before the reorganization.
Q. What are "Investor Class" shares?
A. Strategic Allocation: Conservative has three classes of shares
authorized for issuance: the Investor Class, the Service Class
and the Advisor Class. The Investor Class is the series of
shares that is most like the single class of shares offered by
the Capital Manager fund. Investor Class shares are sold
without any commissions or other sales charges and are
intended for purchase by retail, no-load investors. The other
classes are primarily intended for purchase by institutional
investors or through institutional distribution channels.
Q. Why did the Board of Trustees approve the merger?
A. After reviewing many factors, your Board of Trustees of
Capital Manager unanimously determined that the reorganization
was in the best interests of the fund and its shareholders.
Some of the factors considered include:
o the similarity of the two funds' investment
objectives and policies
o the possibility of achieving management and
operational efficiencies
o the fact that each fund's investment advisor is a
wholly-owned subsidiary of American Century
Companies, Inc. and that the parent company is taking
steps to consolidate all investment advisory
activities into a single investment advisor
o the management fee of Strategic Allocation:
Conservative is the same as the total expense ratio
of the Capital Manager fund after giving effect to
the current Capital Manager expense cap (and much
lower than the total expense ratio would have been
for Capital Manager had there been no expense cap).
Q. Will the exchange of Capital Manager fund shares for Strategic
Allocation: Conservative shares cause shareholders to realize income or
capital gains for tax purposes?
A. No. The exchange of shares in the reorganization will be
tax-free. We will obtain a legal opinion from Dechert Price &
Rhoads, a law firm that specializes in this area, confirming
that the reorganization will not be a taxable event for you
for federal income tax purposes. Your tax basis and holding
period for your shares will be unchanged.
Q. How do the fee structure and total expense ratio of the Capital Manager
fund compare to the Strategic Allocation fund?
A. Although each fund's total expense ratio is the same at an
annual rate of 1.00% of average daily net assets, the funds'
fee structures are quite different. In the Capital Manager
fund, the fund (and hence, its shareholders) pay separate fees
for investment advisory, administrative, custodial and
transfer agency services. In addition, there are other
expenses, such as the cost of annual audits, that are paid for
by the fund. The total of all the fees is currently capped at
a 1.00% annual fee (although, without the cap, actual fund
expenses would be much higher at 1.20%). In contrast, the
Strategic Allocation fund has a single, "all-inclusive"
management fee per class. For the Investor Class of shares
(the shares Capital Manager shareholders will receive if the
reorganization is approved), the all inclusive fee is a per
annum fee of 1.00% of its first $1 billion of average net
assets and 0.90% of average net assets over $1 billion. In
exchange for the all inclusive fee, the manager is responsible
for paying all of the costs associated with providing or
procuring all services for the fund except for taxes,
interest, brokerage commissions, the fees and expenses of
outside directors, and extraordinary items.
Q. Is the Strategic Allocation Fund riskier than the Capital Manager Fund?
A. Relative risk is difficult to assess with two funds that are
as similar as these two, and not all experts agree on the
definition of risk. But if you interpret "risk" to mean
short-term price volatility, then we would probably expect
Strategic Allocation: Conservative to have a slightly higher
short-term price volatility than the Capital Manager Fund
since a portion of the equity portfolio is managed by our
aggressive equity management teams. That may result in
slightly more short-term volatility than Capital Manager and
slightly more potential for long-term appreciation.
Q. If shareholders send their proxies in now as requested, can they change
their vote later?
A. Yes! A proxy can be revoked at any time by writing to us, or
by sending us another proxy, or by showing up at the meeting
and voting in person. Even if you plan to show up at the
meeting to vote in person, we ask that you return the enclosed
proxy. Doing so will help us achieve a quorum for the meeting.
Q. How do shareholders vote their shares?
A. You can vote by mail or in person at the Special Meeting. The
fastest and most convenient way is to complete, sign and mail
the enclosed proxy voting card to us in the enclosed
postage-paid envelope. We will vote your shares exactly as you
tell us. If you simply sign the card and return it, we will
follow the recommendation of your Board of Trustees and vote
it "FOR" the reorganization. If you have any questions
regarding the enclosed proxy statement or need assistance in
voting your shares, please call our proxy solicitor, D.F. King
& Co., Inc. at 1-800-755-3107.
Q. When and how will the combination take place?
A. Subject to receiving shareholder approval, the reorganization
is anticipated to take place on August 30, 1997. After both
funds have calculated the value of their assets and
liabilities on August 29th, Capital Manager will transfer its
assets and liabilities to Strategic Allocation: Conservative
in exchange for the appropriate number of Investor Class
shares. The Capital Manager fund will then make a liquidating
distribution of those shares pro rata to its shareholders
according to the value of their accounts immediately prior to
the transfer of assets. THE VALUE OF YOUR ACCOUNT WILL NOT
CHANGE AS A RESULT OF THIS REORGANIZATION.
Q. How will the reorganization affect the management team of the Strategic
Allocation: Conservative fund?
A. Jeff Tyler, the lead portfolio manager for the Capital Manager
fund, has served as lead manager for Strategic Allocation:
Conservative since its inception. He will continue to serve in
this capacity and oversee the work of the portfolio management
team. It is also expected that the other Capital Manager
portfolio managers, Brian Howell and Dong Zhang, will be added
to the portfolio management team for the Strategic Allocation
fund.
Q. How will the distribution, purchase and redemption procedures and
exchange rights change as a result of the reorganization?
A. They won't. Strategic Allocation: Conservative has the same
distribution, purchase and exchange policies and procedures as
the Capital Manager fund. If you would like a detailed
discussion of these policies and procedures, please see page
16 of the accompanying Prospectus.
Q. Where can shareholders get more information about both Funds?
A. Both funds are registered with the Securities and Exchange
Commission. As a result, each has a prospectus and statement
of additional information with even more detailed information
than is contained in this document. A copy of the Strategic
Allocation: Conservative fund's Prospectus accompanies this
Combined Prospectus/Proxy Statement. In addition, the
Manager's Discussion and Analysis of Fund Performance portion
of the Strategic Allocation fund's most recent Annual Report
to Shareholders is included in this document as Appendix II.
If you would like a copy of the Capital Manager fund's
Prospectus or either fund's Statement of Additional
Information or most recent Annual Report, please call our
proxy solicitor at 1-800-755-3107.
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<CAPTION>
COMPARISON OF CERTAIN INFORMATION
REGARDING THE FUNDS
The following chart is provided to show a comparison of certain key
attributes of your fund and Strategic Allocation: Conservative. For additional
information about the funds, see the section titled "Information About the
Funds" starting on page -- below.
Capital Manager Strategic Allocation: Conservative
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Type of Fund Asset Allocation Asset Allocation
Investment Objective seeks maximum total return (capital seeks as high a level of total return
appreciation plus dividend income) (capital appreciation plus dividend and
consistent with prudent investment risk interest income) as is consistent with the
funds risk profile
Total Expense Ratio 1.00% 1.00%
(at 11/30/96)
Asset Allocation Weightings -
Neutral Mix(1)
Equity Securities(2) 35% 40%
Fixed-Income Securities(2) 35% 45%
Money Market Securities 15% 15%
(Cash Equivalents)
Foreign Equity and Fixed- 12% --(3)
Income Securities
Gold-Related and Natural 3% --(3)
Resources-Linked
Investments
- ---------------------------------
(1) The neutral mix is a benchmark as to how the fund's investments will be
generally allocated among major asset classes over the long-term.
(2) Includes U.S. SECURITIES ONLY for Capital Manager, but includes both
FOREIGN AND U.S. SECURITIES for Strategic Allocation: Conservative.
(3) Not a separately identified asset category for Strategic Allocation:
Conservative.
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<TABLE>
Capital Manager Strategic Allocation: Conservative
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Operating Ranges
Equity Securities 25-45%(4) 34-46%
Fixed-Income Securities 25-45%(4) 38-52%
Money Market Securities 10-25%(4) 10-25%
(Cash Equivalents)
Foreign Equity and Fixed- 5-25%(4) 7-17%(5)
Income Securities
Gold-Related and Natural 0-10%(4) --
Resources-Linked
Investments
Investment Advisor Benham Management Corporation(6) ("BMC") American Century Investment Management,
Inc.(6) ("ACIM")
Transfer Agent American Century Services Corporation American Century Services Corporation
Distributor American Century Investment Services, Inc. American Century Investment Services, Inc.
Custodians Chase Manhattan Bank Chase Manhattan Bank
Boatmen's First National Bank of
Kansas City
United Missouri Bank
Independent Auditors KPMG Peat Marwick LLP(7) Ernst & Young LLP(7)
Deloitte & Touche(8)
- -------------------------------
(4) Under extreme market conditions, the fund may adopt broader ranges for
its asset classes as follows: 20-70% in U.S. stocks, 20-70% in U.S.
bonds, 10-40% in cash equivalents, 0-40% in foreign securities, and
0-10% in specialty securities.
(5) Not a separately identified asset category for the Strategic Allocation
fund.
(6) BMC and ACIM are both wholly-owned subsidiaries of American Century
Companies, Inc. Through this and other proposals being submitted to
fund shareholders, American Century is seeking to consolidate all of
its investement advisory activities in ACIM.
(7) For fiscal years ended prior to December 1, 1996.
(8) Commencing with the fiscal year ending after December 1, 1996.
</TABLE>
RISK FACTORS
Because the funds have the same investment objective and share very
similar asset allocation weightings, investment policies, approaches and
procedures, your Board of Trustees does not believe that the proposed
reorganization exposes shareholders of the Capital Manager fund to any new or
different risks than they are exposed to as shareholders of Capital Manager. For
a discussion of the various investment policies, approaches and procedures of
the Strategic Allocation fund, and the risks associated therewith, please see
the accompanying Prospectus beginning at page 6.
<TABLE>
<CAPTION>
TRANSACTION AND OPERATING EXPENSE INFORMATION
The table below compares shareholder transaction expenses and annual
fund operating expenses of the Capital Manager fund and the Investor Class of
the Strategic Allocation: Conservative fund.
Strategic
Capital Allocation:
Manager Conservative
SHAREHOLDER TRANSACTION EXPENSES:
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Maximum Sales Load Imposed on Purchases................................................. None
Maximum Sales Load Imposed on Reinvested Dividends...................................... None None
Deferred Sales Load..................................................................... None None
Redemption Fee.......................................................................... None(1) None(1)
Exchange Fee............................................................................ None None
ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets)
Management Fees......................................................................... 0.46%(2) 1.00%(3)
12b-1 Fees.............................................................................. None None
Other Expenses.......................................................................... 0.54%(2) 0.00%(4)
Total Fund Operating Expenses........................................................... 1.00%(2) 1.00%
- -----------------------------------------
(1) Redemption proceeds sent by wire are subject to a $10 processing
charge.
(2) Benham Management Corporation, the fund's investment advisor, has
agreed to limit the fund's total operating expenses to specified
percentages of the fund's average daily net assets. The agreement
provides that the advisor may recover amounts absorbed on behalf of the
fund during the preceding 11 months if, and to the extent that, for any
given month, fund expenses were less than the expense limit in effect
at that time. The current expense limit for the fund is 1.00%. This
expense limit is subject to annual renewal in June. If the expense
limit was not in effect, the Management Fee, Other Expenses and Total
Operating Expenses for Capital Manager would have been 0.66%, 0.54% and
1.20%, respectively.
(3) The fund pays an annual management fee equal to 1.00% of its first $1
billion of average net assets and .90% of average net assets over $1
billion.
(4) Other Expenses, which include the fees and expenses (including legal
counsel fees) of those directors who are not "interested persons" as
defined in the Investment Company Act, were less than .0035 of 1% of
average net assets for the fund's most recent fiscal year.
EXAMPLE:
You would pay the following expenses 1 year $10 $10
on a $1,000 investment, assuming a 5% 3 years 32 32
annual return and redemption at the 5 years 55 55
end of each time period. 10 years 122 122
</TABLE>
The purpose of the table is to help you compare the various costs and
expenses that shareholders bear, directly or indirectly, as a result of owning
shares of the funds. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.
NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES SHOWN SHOULD BE
CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
SUMMARY OF PLAN OF REORGANIZATION
Subject to receipt of shareholder approval, the reorganization will be
carried out pursuant to the terms of the Agreement and Plan of Reorganization
provided as Attachment I. The following is a brief summary of some of the
important terms of that Agreement.
EFFECTIVE TIME OF THE REORGANIZATION. The Agreement requires that the
exchange of assets for stock take place after the close of business on one
business day but before (or as of) the opening of business on the next business
day (the "Effective Time"). It is currently anticipated that the reorganization
will take place after the close of business on August 29, 1997, but before (or
as of) the opening of business on September 1, 1997. However, the Agreement
gives the officers of the funds the flexibility to choose another date. See
Section 8 of the Agreement.
EXCHANGE OF ASSETS. After the close of business on August 29th, both
funds will determine the value of their assets and liabilities in the same
manner as described on page 23 of the accompanying Prospectus. The assets and
liabilities of the Capital Manager fund will then be transferred to Strategic
Allocation: Conservative in exchange for that number of full and fractional
shares (rounded to the third decimal place) of Investor Class shares that have
the same aggregate net asset value as the value of the net assets received in
the exchange. The Capital Manager fund will retain enough cash to pay any unpaid
dividends and distributions payable by the fund. See Sections 1.1 through 1.5 of
the Agreement.
LIQUIDATING DISTRIBUTIONS AND TERMINATION OF CAPITAL MANAGER.
Immediately after the exchange of its assets for Strategic Allocation:
Conservative shares, Capital Manager will distribute pro rata all of the shares
it receives in the exchange to its shareholders of record at the Effective Time.
All of the outstanding shares of the Capital Manager fund will be redeemed and
canceled and its stock books closed. As a result, Capital Manager shareholders
will become shareholders of the Strategic Allocation: Conservative fund. The
investment advisor for Capital Manager will then take steps to withdraw that
investment company's registration under applicable federal securities laws and
dissolve it under applicable state law. See Section 2 of the Agreement.
SHAREHOLDER APPROVAL. Consummation of the reorganization requires
approval of the Capital Manager fund shareholders. See Sections 6.1 and 6.2 of
the Agreement.
REPRESENTATIONS AND WARRANTIES. The Agreement contains representations
and warranties made by each fund to the other concerning the fund's formation
and existence under applicable state law, its power to consummate the
reorganization, its qualification as a "regulated investment company" under
applicable tax law, the registration of its shares under federal law and other
matters that are customary in a reorganization of this type. The representations
and warranties terminate at the Effective Time. See Sections 4, 5 and 13 of the
Agreement.
CONDITIONS TO CLOSING. The Agreement contains conditions to closing the
proposed reorganization for the benefit of both funds. The conditions to closing
require approval of the reorganization by Capital Manger fund shareholders, that
all representations of the other fund be true in all material respects, receipt
of the legal opinion described on [page ___] below under the caption "Federal
Income Tax Consequences," and other matters that are customary in a
reorganization of this type. See Sections 9 and 10 of the Agreement.
TERMINATION OF AGREEMENT. The Agreement may be terminated by either
fund as a result of a failure by the other fund to meet one of its conditions to
closing, or by mutual consent. See Sections 14.1 and 14.2 of the Agreement.
GOVERNING LAW. The Agreement states that it is to be interpreted under
Maryland law, the state of organization of the Strategic Allocation funds. See
Section 16 of the Agreement.
DESCRIPTION OF STRATEGIC ALLOCATION: CONSERVATIVE SECURITIES
The Strategic Allocation: Conservative fund is one of three series of
shares offered by American Century Strategic Asset Allocations, Inc. Each series
is commonly referred to as a mutual fund. The assets belonging to each series of
shares are held separately by the custodian.
American Century is authorized to issue three classes of Strategic
Allocation: Conservative: the Investor Class, the Service Class and the Advisor
Class. The Investor Class is the series of shares that is most like the single
class of shares offered by Capital Manager. Investor Class shares have no
up-front charges, commissions or 12b-1 fees. The other classes are primarily
intended for purchase by institutional investors or through institutional
investment channels. They have different fees, expenses and/or minimum
investment requirements.
Your Board of Trustees believes there are no material differences
between the rights of a Capital Manager fund shareholder and the rights of a
shareholder of the Strategic Allocation: Conservative fund's Investor Class.
Each share, irrespective of series or class, is entitled to one vote for each
dollar of net asset value applicable to such share on all questions, except for
those matters that must be voted on separately by the fund or class of a fund
affected. Matters affecting only one fund or class of a fund are voted upon only
by that fund or class.
The Strategic Allocation fund's activities are overseen by a Board of
Directors, rather than a Board of Trustees. The function of the Board of
Directors is the same as the function of the Board of Trustees of your fund.
Shares have non-cumulative voting rights, which means that the holders
of more than 50% of the votes cast in an election of directors can elect all of
the directors if they choose to do so, and in such event the holders of the
remaining votes will not be able to elect any person or persons to the Board of
Directors.
Unless required by the Investment Company Act of 1940, it is not be
necessary for the fund to hold annual meetings of shareholders. As a result,
shareholders may not vote each year on the election of directors or the
appointment of auditors. However, pursuant to the fund's bylaws, the holders of
at least 10% of the votes entitled to be cast may request the fund to hold a
special meeting of shareholders.
REASONS SUPPORTING THE REORGANIZATION
The reasons supporting the combination of these two funds are described
fully in the second question of the Q&A at the front of this document. Capital
Manager was started by its investment advisors before the combination of the
Benham family of mutual funds and the Twentieth Century family of mutual funds.
The Strategic Allocation funds were the first funds launched by the combined
Twentieth Century/Benham organization. By design, the Strategic Allocation funds
draw on the management expertise of the major investment disciplines within the
combined mutual fund complex. After a year of operating two funds that have the
same investment objective and substantially similar asset allocation weightings,
investment policies, approaches and procedures, American Century believes that
combining the funds will create operational and management efficiencies. In
addition, the combination will help eliminate customer confusion regarding which
asset allocation fund to choose.
FEDERAL INCOME TAX CONSEQUENCES
Consummation of the reorganization is subject to the condition that we
receive a legal opinion from Dechert, Price & Rhoads to the effect that for
federal income tax purposes (i) no gain or loss will be recognized by you, the
Capital Manager fund or the Strategic Allocation fund, (ii) your basis in the
Strategic Allocation: Conservative shares that you receive will be the same as
your basis in the Capital Manager fund shares held by you immediately prior to
the reorganization, and (iii) your holding period for the Strategic Allocation
shares will include your holding period for your Capital Manager shares.
We have not sought a tax ruling from the Internal Revenue Service, but
are relying upon the opinion of counsel referred to above. That opinion is not
binding on the IRS and does not preclude them from taking a contrary position.
The opinion from Dechert Price & Rhoads does not cover state or local taxes and
you should consult your own advisers concerning the potential tax consequences.
The Agreement and Plan of Reorganization provides that the Capital
Manager Fund will declare a dividend or dividends prior to the reoganization
which, together with all previous dividends, will have the effect of
distributing to the shareholders of Capital Manager all undistributed ordinary
income earned and net capital gains realized up to and including the effective
time of the reorganization. The distribution is necessary to ensure that the
reorganization will not create tax consequences to the fund. The distributions
to shareholders generally will be taxable to the extent ordinary distributions
are taxable to such shareholders.
CAPITALIZATION
The following set forth as of November 30, 1996 (i) the capitalization
of the Capital Manager fund and the Investor Class of Strategic Allocation:
Conservative and (ii) the pro forma capitalization of the Investor Class of
Strategic Allocation: Conservative as adjusted to give effect to the
reorganization. If the reorganization is consummated, the capitalization of the
Strategic Allocation: Conservative fund will be different at the effective time
of the reorganization as a result of market fluctuations of the funds' portfolio
securities and purchase and redemption activity in the funds.
- --------------------------------------------------------------------------------
Pro Forma:
Capital Strategic Allocation: Strategic allocation:
Manager Conservative Conservative
- --------------------------------------------------------------------------------
$71,103,547 $35,424,921 $106,532,478
- --------------------------------------------------------------------------------
INFORMATION ABOUT THE FUNDS
<TABLE>
INFORMATION ABOUT STRATEGIC ALLOCATION: CONSERVATIVE
Complete information about Strategic Allocation: Conservative is
contained in its Prospectus included with this Prospectus/Proxy Statement. The
content of that prospectus is incorporated into this document by reference.
Below is a list of types of information about Strategic Allocation: Conservative
and the pages in the enclosed Prospectus where that information can be found.
INFORMATION ABOUT THE CAN BE FOUND IN THE
FOLLOWING ITEMS: FOLLOWING PLACES:
---------------- -----------------
<S> <C>
Condensed financial information about the fund See Financial Highlights, page 5 of the Prospectus.
Organization and proposed operation of the fund, See Further Information About American Century, page 28,
including a description of its investment objectives Investment Policies of the Funds pages 6-9, Other
and policies, and how the fund seeks to achieve such Investment Practices, Their Characteristics and Risks,
objective pages 9-14
A description of the individuals who will be managing See Management - Investment Management, pages 25-27
the fund, the services the investment manager will
provide, and its fees
The fund's policy with respect to dividends and See Distributions, page 24, and Taxes, pages 24-25
distributions and tax consequences of an investment
in the fund.
An explanation of "net asset value" of your shares. See When Share Price is Determined, pages 23-24
Information about transaction and operating expenses See Transaction and Operating Expense Table, page 4
Information about distribution of the fund's shares, See Distribution of Fund Shares, page 28, and Transfer and
such as the name of the fund's transfer agent and Administrative Services, page 27
dividend paying agent, distributor of fund shares,
and charges that may be imposed by broker-dealers.
The fund's minimum initial and subsequent investments. See How to Open An Account, pages 16-17
Information regarding the classes of securities, See Further Information About American Century, page 28
description of any 12b-1 Plan and discussion of
voting rights and restrictions of shareholders.
Procedures for redeeming shares, refusals to honor See How to Redeem Shares, pages 18-19, Special
redemption requests and involuntary redemption of Requirements for Large Redemptions, page 19, and
shares Redemption of Shares in Low-Balance Accounts, page 19
</TABLE>
<TABLE>
INFORMATION ABOUT THE CAPITAL MANAGER FUND
Complete information about the Capital Manager Fund is contained in its
Prospectus, which is available to you by calling 1-800-345-2021. The content of
that prospectus is incorporated into this document by reference. Below is a list
of types of information about the Capital Manager Fund and the pages in the
Capital Manager Fund prospectus where that information can be found.
INFORMATION ABOUT THE CAN BE FOUND IN THE
FOLLOWING ITEMS: FOLLOWING PLACES:
---------------- -----------------
<S> <C>
Condensed financial information See Financial Highlights, page 5 of the Capital
Manager Fund prospectus
Organization and proposed operation of the fund, See Further Information About American Century, page
including a description of its investment objectives 26, Investment Policies of the Fund, pages 6-9,
and policies and how the fund seeks to achieve such Risk Factors and Investment Techniques, pages
objectives 9-10, Other Investment Practices, Their Characteristics
and Risks, pages 10-14
A description of the individuals who will be managing See Management - Investment Management, pages 24-25
the fund, the services the investment manager will
provide, and its fees
The fund's policy with respect to dividends and See Distributions, page 23, and Taxes, pages 23-24
distributions and tax consequences of an investment
in the fund
An explanation of "net asset value" of your shares See When Share Price is Determined, page 22
Information about transaction and operating expenses See Transaction and Operating Expense Table, page 4
Information about distribution of the fund's shares, such See Distribution of Fund Shares, page 26, and Transfer
as the name of the fund's transfer agent and and Administrative Services, pages 25-26
dividend paying agent, distributor of fund shares,
and charges that may be imposed by broker-dealers
The fund's minimum initial and subsequent investments See How to Open An Account, pages 16-17
Discussion regarding the Fund's voting rights and See Further Information About American Century, page 28
restrictions of shareholders
Procedures for redeeming shares, refusals to honor See How to Redeem Shares, pages 18-19, and
redemption requests and involuntary redemption of Redemption of Shares in Low-Balance Accounts, pages 18-19
shares
</TABLE>
FUNDAMENTAL INVESTMENT RESTRICTIONS
Neither the Capital Manager fund nor the Strategic Allocation:
Conservative fund may change its investment objective or any of its investment
policies designated as "fundamental" in the Prospectus or Statement of
Additional Information without shareholder approval. As stated above, both funds
have the same investment objective and similar, but not identical, investment
policies.
The Strategic Allocation: Conservative fund's shareholders are
currently considering proposals to modify certain of the fund's investment
restrictions in order to make them consistent with the other funds within the
American Century family of funds. If you would like to review those policies as
proposed, they are set forth in Appendix III. There is no assurance that the
fund's shareholders will approve these proposals and their approval is not a
condition to closing the proposed reorganization. If the Strategic Allocation:
Conservative shareholders do not approve the proposed revisions, then the
existing limitations, which are similar but not identical to those proposed,
will remain in effect. You should be aware however, that if the reorganization
proposed by this proxy is not approved, it is anticipated that the manager will
propose that the Board of Trustees approve the submission to a vote of
shareholders of substantially similar policies for Capital Manager in order to
make its investment restrictions consistent with the other funds within the
American Century family of funds. If you would like to review the Strategic
Allocation: Conservative fund's current investment limitations, they are set
forth in Appendix IV.
INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION
This Combined Prospectus/Proxy Statement is being furnished in
connection with the solicitation of proxies by the Board of Trustees of the
Capital Manager fund. To more efficiently handle the proxy solicitation,
American Century Investment Management, Inc. has hired D.F. King & Co., Inc. to
act as proxy solicitor. Proxies may also be solicited by officers and employees
of the investment advisors of the funds, their affiliates and employees. It is
anticipated that the solicitation of proxies will be primarily by mail,
telephone, facsimile or personal interview. Authorizations to execute proxies
may be obtained by telephonic or electronically transmitted instructions in
accordance with procedures designed to authenticate the shareholder's identity
and to confirm that the shareholder has received the Combined Prospectus/Proxy
Statement and proxy card. If you have any questions regarding voting your shares
or the proxy, you should call D.F. King & Co., Inc. at 1-800-755-3107.
VOTING AND REVOCATION OF PROXIES
The fastest and most convenient way to vote your shares is to complete,
sign and mail the enclosed proxy voting card to us in the enclosed envelope.
This will help us obtain a quorum for the meeting and avoid the cost of
additional proxy solicitation efforts. If you return your proxy to us, we will
vote it exactly as you tell us. If you simply sign the card and return it, we
will follow the recommendation of the Board of Trustees and vote "FOR" the
reorganization.
Any shareholder giving a proxy may revoke it at any time before it is
exercised by submitting a written notice of revocation, or a subsequently
executed proxy, or by attending the meeting and voting in person.
RECORD DATE
Only shareholders of record at the close of business on May 17, 1997
will be entitled to vote at the meeting. On that date there were [_________]
shares of the Capital Manager fund outstanding and entitled to be voted at the
meeting or any adjournment of the meeting.
QUORUM
A quorum is the number of shareholders legally required to be at a
meeting in order to conduct business. The quorum for the Special Shareholders
Meeting is 50% of the outstanding shares of the fund entitled to vote at the
meeting. Shares may be represented in person or by proxy. Proxies properly
executed and marked with a negative vote or an abstention will be considered to
be present at the meeting for the purposes of determining the existence of a
quorum for the transaction of business. If a quorum is not present at the
meeting, or if a quorum is present at the meeting but sufficient votes are not
received to approve the Agreement and Plan of Reorganization, the persons named
as proxies may propose one or more adjournments of the meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares affected by the adjournment that are represented
at the meeting in person or by proxy. If a quorum is not present, the persons
named as proxies will vote those proxies for which they are required to vote FOR
the Agreement and Plan of Reorganization in favor of such adjournments, and will
vote those proxies for which they are required to vote AGAINST such proposals
against any such adjournments.
SHAREHOLDER VOTE REQUIRED
The Agreement and Plan of Reorganization must be approved by the
holders of a majority of the outstanding shares of the Capital Manager fund in
accordance with the provisions of the Declaration of Trust and the requirements
of the Investment Company Act of 1940. The term "majority of the outstanding
shares" means more than 50% of its outstanding shares.
In tallying shareholder votes, abstentions and broker non-votes (i.e.,
proxies sent in by brokers and other nominees that cannot be voted on a proposal
because instructions have not been received from the beneficial owners) will be
counted for purposes of determining whether or not a quorum is present for
purposes of convening the meeting. Abstentions and broker non-votes will,
however, be considered to be a vote against the Agreement and Plan of
Reorganization.
The approval of the reorganization by the shareholders of the Strategic
Allocation: Conservative fund is not being solicited because their approval or
consent is not legally required.
COST OF PROXY SOLICITATION
The cost of the proxy solicitation and shareholder meeting will be
borne by American Century Investment Management, Inc. and NOT by the
shareholders of either fund.
CERTAIN SHAREHOLDERS
The following tables list, as of ------, 1997, the names, addresses and
percentage of ownership of each person who owned of record or is known by either
fund to own beneficially 5% or more of the Capital Manager fund, or 5% or more
of the Investor Class of the Strategic Allocation: Conservative fund. The
percentage of shares to be owned after consummation of the reorganization is
based upon their holdings and the outstanding shares of both funds on -------,
1997. Beneficial ownership information is not required to be disclosed to the
funds, so to the extent that information is provided below, it is done so using
the best information that the funds have been provided.
CAPITAL MANAGER FUND
[Table of 5% Shareholders to be provided later]
% Owned
Shareholder Number of %of After
Name Address Shares Ownership Reorganization
(1) Shares owned of record
(2) Shares beneficially owned
(3) Shares owned both beneficially and of record
STRATEGIC ALLOCATION: CONSERVATIVE FUND
[Table of 5% Shareholders to be provided later]
% Owned
Shareholder Number of %of After
Name Address Shares Ownership Reorganization
(1) Shares owned of record
(2) Shares beneficially owned
(3) Shares owned both beneficially and of record
At -----, 1997, the trustees and officers of the issuer of the Capital
Manager fund, as a group, owned less than 1% of the outstanding shares of your
fund. At -----, 1997, the directors and officers of the issuer of the Strategic
Allocation: Conservative fund, as a group, owned less than 1% of the outstanding
shares of the Strategic Allocation: Conservative fund.
APPRAISAL RIGHTS
Shareholders of the Capital Manager fund are not entitled to any rights
of share appraisal under the fund's Declaration of Trust, or under the laws of
the Commonwealth of Massachusetts.
Shareholders have, however, the right to redeem their Capital Manager
fund shares until the reorganization, and thereafter, shareholders may redeem
from American Century Strategic Asset Allocations, Inc. the Strategic
Allocation: Conservative fund shares received in the reorganization. Any such
redemption will be made at the fund's net asset value as determined in
accordance with the fund's then-current prospectus.
ANNUAL MEETINGS
American Century Strategic Asset Allocations, Inc., the issuer of the
Strategic Allocation: Conservative fund intends to hold an annual meeting of
shareholders for the election directors, the ratification of the appointment of
auditors, the modification of certain fundamental policies (described above in
the section titled "Fundamental Investment Restrictions," page ___) and such
other business as may properly come before the meeting. That meeting is also
scheduled to be held on Wednesday, July 30, 1997. Unless you are a shareholder
of Strategic Allocation: Conservative separate and apart from the shares your
may receive on the Effective Date of the reorganization, you will not be
entitled to vote at this shareholders meeting.
Thereafter, American Century Strategic Asset Allocations, Inc. does not
intend to hold annual meetings of shareholders. Shareholders of Strategic
Allocation: Conservative have the right to call a special meeting of
shareholders and such meeting will be called when requested in writing by the
holders of record of 10% or more of the fund's votes. To the extent required by
law, American Century Strategic Asset Allocations, Inc. will assist in
shareholder communications on such matters.
The Capital Manager fund does not intend to hold an annual meeting of
shareholders this year for the election of trustees or the ratification of the
appointment of auditors.
ADDITIONAL INFORMATION
Information about the Capital Manager fund is incorporated into this
document by reference from its Prospectus and Statement of Additional
Information, each dated April 1, 1997, and information about American Century
Strategic Asset Allocations, Inc. is incorporated herein by reference from its
Prospectus and Statement of Additional Information, each dated April 1, 1997,
copies of each of which may be obtained without charge by writing or calling
D.F. King & Co., Inc. at 1-800-755-3107. Copies may also be obtained by calling
one of our Investor Services Representatives at 1-800-345-2021.
Reports and other information filed by Capital Manager and American
Century Strategic Asset Allocations, Inc. may be inspected and copied at the
Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of such materials may be obtained from the
Public Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates
or by accessing the Web site maintained by the SEC (www.sec.gov).
LITIGATION
Neither the Capital Manager fund nor American Century Strategic
Allocations, Inc. is involved in any litigation or proceeding.
FINANCIAL STATEMENTS
The financial highlights and financial statements for the Capital
Manager fund for the year ended November 30, 1996 are contained in its Annual
Report to shareholders and in the Prospectus and Statement of Additional
Information, each dated April 1, 1997, each of which is incorporated by
reference into this Combined Prospectus/Proxy Statement. The financial
highlights and the financial statements for the Strategic Allocation:
Conservative fund for the fiscal year ended November 30, 1996 is contained in
its Annual Report to Shareholders and in the Prospectus and Statement of
Additional Information dated April 1, 1997, which are incorporated by reference
in this Combined Prospectus/Proxy Statement.
The audited financial statements of the Capital Manager fund for the
fiscal year ended November 30, 1996, contained in its Annual Report and
incorporated by reference in this Combined Prospectus/Proxy Statement, have been
incorporated herein in reliance on the reports of KPMG Peat Marwick LLP,
independent auditors, given upon the authority of such firm as experts in
accounting and auditing.
The audited financial statements of the Strategic Allocation:
Conservative Fund for the fiscal year ended November 30, 1996 contained in its
Annual Reports and incorporated by reference in this Combined Prospectus/Proxy
Statement, have been audited by Ernst & Young LLP, independent public
accountants, as indicated in their reports with respect thereto and is
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing.
OTHER BUSINESS
The Board of Trustees is not aware of any other business to be brought
before the meeting. However, if any other matters come before the meeting, it is
the intention that proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be directed to D.F. King & Co., Inc. at
1-800-755-3107 or addressed to us at the address or telephone number set forth
on the cover page of this Combined Prospectus/Proxy Statement.
SHAREHOLDERS ARE REQUESTED TO DATE AND SIGN EACH ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. PLEASE RETURN YOUR PROXY CARD EVEN IF YOU
ARE PLANNING TO ATTEND THE MEETING. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
<PAGE>
Appendix I
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
and
AMERICAN CENTURY MANAGER FUNDS
DATED __________________, 1997
TABLE OF CONTENTS
1. Transfer of Assets of the Acquired Fund.............................
2. Liquidating Distributions and Termination of the Acquired Fund......
3. Valuation Times.....................................................
4. Certain Representations, Warranties and Agreements
of the Acquired Company............................................
5. Certain Representations, Warranties and Agreements
of the Acquiring Company...........................................
6. Shareholder Action on Behalf of the Acquired Fund...................
7. Registration Statement and Proxy Solicitation Materials.............
8. Effective Times of the Reorganization...............................
9. The Acquiring Company's Conditions..................................
10. The Acquired Company's Conditions...................................
11. Tax Documents.......................................................
12. Further Assurances..................................................
13. Termination of Representations and Warranties.......................
14. Termination of Agreement............................................
15. Amendment and Waiver................................................
16. Governing Law.......................................................
17. Successors and Assigns..............................................
18. Beneficiaries.......................................................
19. Acquired Company Liability..........................................
20. Acquiring Company Liability.........................................
21. Notices.............................................................
22. Expenses............................................................
23. Entire Agreement....................................................
24. Counterparts........................................................
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION made as of ________________, 1997 by and
among American Century Strategic Asset Allocations, Inc., a Maryland
Corporation, (the "Acquiring Company"), and American Century Manager Funds, a
Massachusetts business trust (the "Acquired Company").
WHEREAS, the parties desire that substantially all of the assets and liabilities
of the Acquired Company be transferred to, and be acquired and assumed by, an
Acquiring Company portfolio in exchange for Investor Class shares of the
Acquiring Company portfolio which shall thereafter be distributed by the
Acquired Company to the holders of shares of its portfolios, all as described in
this Agreement (the "Reorganization");
WHEREAS, the parties intend that the transfers of assets, assumptions of
liabilities and distributions of shares in the Acquired Fund (as defined in
Section 1.2) be treated as a tax-free reorganization under Section 368(a)(1)(c),
368(a)(1)(D) or 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended
(the "Code"); and
WHEREAS, the parties intend that in connection with the Reorganization the
Acquired Fund shall be terminated under state law and de-registered as described
in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and subject to the terms and conditions hereof, and
intending to be legally bound hereby, the Acquiring Company and the Acquired
Company agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND.
1.1. At the Effective Time of the Reorganization (as defined in
Section 8) with respect to the Acquired Fund, all property of
every description, and all interests, rights, privileges and
powers of the Acquired Fund other than cash in an amount
necessary to pay any unpaid dividends and distributions as
provided in Section 4.7 (such assets, the "Acquired Fund
Assets") shall be transferred and conveyed by the Acquired
Fund to the Acquiring Company on behalf of one of its
portfolios as set forth in Section 1.2 (the "Acquiring Fund"),
and shall be accepted by the Acquiring Company on behalf of
such Acquiring Fund, and the Acquiring Company, on behalf of
such Acquiring Fund, shall assume all known liabilities
whether accrued, absolute, contingent or otherwise, of the
Acquired Fund reflected in the calculation of such Acquired
Fund's net asset value (the "Acquired Fund Liabilities"), so
that at and after the Effective Time of the Reorganization
with respect to the Acquired Fund: (i) all assets of the
Acquired Fund shall become and be the assets of its Acquiring
Fund; and (ii) all known liabilities of the Acquired Fund
reflected as such in the calculation of the Acquired Fund's
net asset value shall attach to the Acquiring Fund as
aforesaid and may thenceforth be enforced against the
Acquiring Fund to the extent as if the same had been incurred
by it. Without limiting the generality of the foregoing, the
Acquired Fund Assets shall include all property and assets of
any nature whatsoever, including, without limitation, all
cash, cash equivalents, securities, other investments, claims
and receivables (including dividend and interest receivables)
owned by the Acquired Fund, and any deferred or prepaid
expenses shown as an asset on the Acquired Fund's books, at
the Effective Time of the Reorganization of the Acquired Fund,
and all good will, all other intangible property and all books
and records belonging to the Acquired Fund. Recourse by any
person for the Acquired Fund Liabilities assumed by the
Acquiring Fund shall, at and after the Effective Time of the
Reorganization of the Acquired Fund, be limited to the
Acquiring Fund.
1.2. The assets of the Acquired Fund shall be acquired by the
Acquiring Fund identified below opposite its name, and the
holders of the Acquired Fund shall receive the class of shares
of common stock of the Acquiring Fund identified below
opposite the name of such class:
Acquired Fund Acquiring Fund
------------- --------------
AMERICAN CENTURY AMERICAN CENTURY
MANAGER STRATEGIC
FUNDS ASSET ALLOCATIONS, INC.
American Century Capital Manager American Century Strategic
Fund Allocation: Conservative Fund -
Investor Class Shares
1.3. In exchange for the transfer of the Acquired Fund Assets and
the assumption of the Acquired Fund Liabilities, the Acquiring
Company shall simultaneously issue at the applicable Effective
Time of the Reorganization to the Acquired Fund a number of
full and fractional shares to the third decimal place, of the
Acquiring Fund and class specified in Section 1.2 all
determined and adjusted as provided in this Agreement. The
number of shares of such class of the Acquiring Fund so issued
will have an aggregate net asset value equal to the value of
the Acquired Fund Assets that are represented by shares of the
corresponding Acquired Fund, the holders of which shall
receive shares of such class of the Acquiring Fund, as
specified in Section 1.2, all determined and adjusted as
provided in this Agreement.
1.4. The net asset value of such class of shares of the Acquiring
Fund and the net asset value of the Acquired Fund shall be
determined as of the applicable Valuation Time with respect to
the Acquired Fund specified in Section 3.
1.5. The net asset value of such class of shares of the Acquiring
Fund shall be computed in the manner set forth in the
Acquiring Fund's then current prospectuses under the
Securities Act of 1933, as amended (the "1933 Act"). The net
asset value of the Acquired Fund Assets to be transferred by
the Acquired Company shall be computed by the Acquired Company
and shall be subject to adjustment by the amount, if any,
agreed to by the Acquiring Company and the Acquired Company.
In determining the value of the securities transferred by the
Acquired Fund to the Acquiring Fund, each security shall be
priced in accordance with the policies and procedures of the
Acquiring Company as described in its then current
prospectuses and statement of additional information and
adopted by the Acquiring Company's Board of Directors, which
are and shall be consistent with the policies now in effect
for the Acquired Company. Price quotations and the security
characteristics relating to establishing such quotations shall
be determined by the Acquiring Company, provided that such
determination shall be subject to the approval of the Acquired
Company.
2. LIQUIDATING DISTRIBUTIONS AND TERMINATION OF THE ACQUIRED FUND.
Immediately after the Effective Time of the Reorganization with respect
to the Acquired Fund, the Acquired Fund shall distribute in complete
liquidation pro rata to the record holders of its shares at the
applicable Effective Time of the Reorganization the shares of the
Acquiring Fund identified in Section 1.2 to be received by the record
holders of such Acquired Fund. In addition, each shareholder of record
of the Acquired Fund shall have the right to receive any unpaid
dividends or other distributions which were declared before the
applicable Effective Time of the Reorganization with respect to the
shares of the Acquired Fund that are held by the shareholder at the
applicable Effective Time of the Reorganization. In accordance with
instructions it receives from the Acquired Company, the Acquiring
Company shall record on its books the ownership of shares of the
Acquiring Fund by the record holders of shares of the Acquired Fund
identified in Section 1.2. All of the issued and outstanding shares of
the Acquired Fund shall be redeemed and canceled on the books of the
Acquired Company at the Effective Time of the Reorganization of the
Acquired Fund and shall thereafter represent only the right to receive
the shares of the Acquiring Fund identified in Section 1.2, and the
Acquired Fund's transfer books shall be closed permanently. As soon as
practicable after the Effective Time of the Reorganization with respect
to the Acquired Fund, the Acquired Company shall make filings and take
all other steps as shall be necessary and proper to effect its complete
dissolution, and shall file an application pursuant to Section 8 (f) of
the Investment Company Act of 1940, as amended (the "1940 Act") for an
order declaring that it has ceased to be an investment company and any
and all documents that may be necessary to terminate its existence
under state law. After the Effective Time of the Reorganization with
respect to the Acquired Fund, the Acquired Company shall not conduct
any business except in connection with its liquidation, dissolution,
and deregistration.
3. VALUATION TIMES.
Subject to Section 1.5 hereof, the Valuation Time for the
Reorganization with respect to the Acquired Fund shall be as set forth
in the Acquired Fund's prospectus, on such date as may be agreed in
writing by the duly authorized officers of both parties hereto.
4. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ACQUIRED
COMPANY.
The Acquired Company, on behalf of itself and the Acquired Fund,
represents and warrants to, and agrees with, the Acquiring Company as
follows:
4.1. The Acquired Company is a Massachusetts business trust duly
created pursuant to its Declaration of Trust for the purpose
of acting as a management investment company under the 1940
Act and is validly existing under the laws of, and duly
authorized to transact business in, the Commonwealth of
Massachusetts. The Acquired Fund is registered with the
Securities and Exchange Commission (the "SEC") as an open-end
management investment company under the 1940 Act and such
registration is in full force and effect.
4.2. It has power to own all of its properties and assets and,
subject to the approvals of shareholders referred to herein,
to carry out and consummate the transactions contemplated
hereby, and has all necessary federal, state and local
authorizations to carry on its business as now being conducted
and to consummate the transactions contemplated by this
Agreement.
4.3. This Agreement has been duly authorized, executed and
delivered by the Acquired Company, and represents the Acquired
Company's valid and binding contract, enforceable in
accordance with its terms, subject as to enforcement to
bankruptcy, insolvency reorganization, arrangement,
moratorium, and other similar laws of general applicability
relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this
Agreement does not and will not, and the consummation of the
transactions contemplated by this Agreement will not, violate
the Acquired Company's Declaration of Trust, By-laws, or any
agreement or arrangement to which it is a party or by which it
is bound.
4.4. The Acquired Fund has elected to qualify and has qualified as
a "regulated investment company" under Subtitle A, Chapter 1,
Subchapter M, Part I of the Code, as of and since its first
taxable year; has been such a regulated investment company at
all times since the end of its first taxable year when it so
qualified; and qualifies and shall continue to qualify as a
regulated investment company until the Effective Time of the
Reorganization with respect to the Acquired Fund.
4.5. All federal, state, local and foreign income, profits,
franchise, sales, withholding, customs, transfer and other
taxes, including interest, additions to tax and penalties
(collectively, "Taxes") relating to the Acquired Fund Assets
or properly shown to be due on any return filed by any
Acquired Fund with respect to taxable periods ending on or
prior to, and the portion of any interim period up to, the
date hereof have been fully and timely paid or provided for;
and there are no levies, liens, or other encumbrances relating
to Taxes existing, threatened or pending with respect to the
Acquired Fund Assets.
4.6. The financial statements of the Acquired Fund for the fiscal
year or period ended November 30, 1996, examined by KPMG Peat
Marwick LLP, copies of which have been previously furnished to
the Acquiring Company, present fairly the financial position
of the Acquired Fund as of November 30, 1996 and the results
of its operations for the year then ending, in conformity with
generally accepted accounting principles.
4.7. Prior to the Valuation Time, the Acquired Fund shall have
declared a dividend or dividends, with a record date and
ex-dividend date prior to such Valuation Time, which, together
with all previous dividends, shall have the effect of
distributing to its shareholders all of its investment company
taxable income, if any, for the taxable periods or years ended
on or before the Acquired Fund's most recent fiscal year end,
and for the period from said date to and including the
Effective Time of the Reorganization applicable to the
Acquired Fund (computed without regard to any deduction for
dividends paid), and all of its net capital gain, if any,
realized in taxable periods or years ended on or before the
Acquired Fund's fiscal year end and for the period from said
date to and including the Effective Time of the Reorganization
applicable to the Acquired Fund.
4.8. At both the Valuation Time and the Effective Time of the
Reorganization with respect to the Acquired Fund, there shall
be no known liabilities of the Acquired Fund, whether accrued,
absolute, contingent or otherwise, not reflected in the net
asset values per share of its outstanding shares.
4.9. There are no legal, administrative or other proceedings
pending or, to the Acquired Company's knowledge threatened,
against the Acquired Company or the Acquired Fund which could
result in liability on the part of the Acquired Company or the
Acquired Fund.
4.10. Subject to the approvals of shareholders, at both the
Valuation Time and the Effective Time of the Reorganization
with respect to the Acquired Fund, it shall have full right,
power and authority to sell, assign, transfer and deliver the
Acquired Fund Assets of such Acquired Fund and, upon delivery
and payment for the Acquired Fund Assets as contemplated
herein, the Acquiring Fund shall acquire good and marketable
title thereto, free and clear of all liens and encumbrances,
and subject to no restrictions on the ownership or transfer
thereof (except as imposed by federal or state securities
laws).
4.11. No consent, approval, authorization or order of any court or
mutual authority is required for the consummation by the
Acquired Company of the transactions contemplated by this
Agreement, except such as may be required under the 1933 Act,
the Securities Exchange Act of 1934, as amended ("1934 Act"),
the 1940 Act, the rules and regulations under those Acts, and
state securities laws.
4.12. Insofar as the following relate to the Acquired Company, the
registration statement filed by the Acquiring Company on Form
N-14 relating to the shares and class thereof of the Acquiring
Fund that will be registered with the SEC pursuant to this
Agreement, which, without limitation, shall include a proxy
statement of the Acquired Company and the prospectus of the
Acquiring Company with respect to the transactions
contemplated by this Agreement, and any supplement or
amendment thereto or to the documents contained or
incorporated therein by reference (the "N-14 Registration
Statement"), on the effective date of the N-14 Registration
Statement, at the time of any shareholders' meeting referred
to herein and at the Effective Time of the Reorganization: (i)
shall comply in all material respects with the provisions of
the 1933 Act, the 1934 Act and the 1940 Act, the rules and
regulations thereunder, and state securities laws, and (ii)
shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that the representations and warranties in
this subsection shall apply only to statements in or omissions
from the N-14 Registration Statement made in reliance upon and
in conformity with information furnished by the Acquired
Company for use in the N-14 Registration Statement.
4.13. All of the issued and outstanding shares of the Acquired Fund
have been duly and validly issued, are fully paid and
non-assessable, and were offered for sale and sold in
conformity with all applicable federal and state securities
laws, and no shareholder of the Acquired Fund has any
preemptive right of subscription or purchase in respect of
such shares.
5. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ACQUIRING
COMPANY. The Acquiring Company, on behalf of itself and the Acquiring
Fund, represents and warrants to, and agrees with, the Acquired Company
as follows:
5.1. It is a Maryland corporation duly created pursuant to its
Articles of Incorporation for the purpose of acting as a
management investment company under the 1940 Act and is
validly existing under the laws of, and duly authorized to the
State of Maryland. The Acquiring Fund is registered with the
SEC as an open-end management investment company under the
1940 Act and such registration is in full force and effect.
5.2. It has power to own all of its properties and assets and to
carry out and consummate the transactions contemplated herein,
and has all necessary federal, state and local authorizations
to carry on its business as now being conducted and to
consummate the transactions contemplated by this Agreement.
5.3. This Agreement has been duly authorized, executed and
delivered by the Acquiring Company, and represents the
Acquiring Company's valid and binding contract, enforceable in
accordance with its terms, subject as to enforcement to
bankruptcy, insolvency, reorganization, arrangement,
moratorium, and other similar laws of general applicability
relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this
Agreement did not, and the consummation of the transactions
contemplated by this Agreement will not, violate the Acquiring
Company's Articles of Incorporation or By-laws or any
agreement or arrangement to which it is a party or by which it
is bound.
5.4. The Acquiring Fund has elected to qualify, and has qualified,
as a "regulated investment company" under Subtitle A, Chapter
1, Subchapter M, Part I of the Code, as of and since its first
taxable year; the Acquiring Fund has been such a regulated
investment company at all times since the end of its first
taxable year when it so qualified and intends to continue to
qualify as a regulated investment company.
5.5. The financial statements of the Acquiring Fund for its period
ended November 30, 1996, examined by Ernst & Young LLP, copies
of which have been previously furnished to the Acquired
Company, present fairly the financial position of the
Acquiring Fund as of November 30, 1996 and the results of its
operations for the period then ending, in conformity with
generally accepted accounting principles.
5.6. At both the Valuation Time and the Effective Time of the
Reorganization with respect to the Acquiring Fund, there shall
be no known liabilities of the Acquiring Fund, whether
accrued, absolute, contingent or otherwise, not reflected in
the net asset values per share of its outstanding classes to
be issued pursuant to this Agreement.
5.7. There are no legal, administrative or other proceedings
pending or, to its knowledge, threatened against the Acquiring
Company or the Acquiring Fund which could result in liability
on the part of the Acquiring Company or the Acquiring Fund.
5.8. No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Acquiring Company of the transactions contemplated by this
Agreement, except such as may be required under the 1933 Act,
the 1934 Act, the 1940 Act, the rules and regulations under
those Acts, and state securities laws.
5.9. Insofar as the following relate to the Acquiring Company, the
N-14 Registration Statement on its effective date, at the time
of any shareholders' meetings referred to herein and at each
Effective Time of the Reorganization: (i) shall comply in all
material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act, the rules and regulations
thereunder, and state securities laws, and (ii) shall not
contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that the representations and warranties in
this subsection shall apply only to statements in or omissions
from the N-14 Registration Statement made in reliance upon and
in conformity with information furnished by the Acquiring
Company for use in the N-14 Registration Statement.
5.10. The shares of the class of the Acquiring Fund to be issued and
delivered to the Acquired Fund for the account of record
holders of shares of the Acquired Fund pursuant to the terms
hereof shall have been duly authorized as of the Effective
Time of the Reorganization and, when so issued and delivered,
shall be registered under the 1933 Act and under applicable
state securities laws, duly and validly issued, fully paid and
non-assessable, and no shareholder of the Acquiring Company
shall have any preemptive right of subscription or purchase in
respect thereto.
6. SHAREHOLDER ACTION ON BEHALF OF THE ACQUIRED FUND.
6.1. As soon as practicable after the effective date of the N-14
Registration Statement, but in any event prior to the
Effective Time of the Reorganization applicable to the
Acquired Fund and as a condition to the Reorganization, the
Board of Trustees of the Acquired Company shall call, and the
Acquired Company shall hold, a meeting of the shareholders of
the Acquired Fund for the purpose of considering and voting
upon:
6.1.1. Approval of this Agreement and the transactions
contemplated hereby, including, without limitation:
6.1.1.1. The transfer of the Acquired Fund Assets
belonging to the Acquired Fund to the
Acquiring Fund, and the assumption by the
Acquiring Fund of the Acquired Fund
Liabilities of such Acquired Fund, in
exchange for a class of shares of the
Acquiring Fund, as set forth in Section
1.2;
6.1.1.2. The liquidation of the Acquired Fund through
the distribution to its record holders of
shares of the class of shares of the
Acquiring Fund as described in this
Agreement; and
6.1.2. Such other matters as may be determined by the Board
of Trustees or authorized officers of the parties.
6.2. Approval of this Agreement and Plan of Reorganization by the
shareholders of the Acquired Fund shall constitute the waiver
of the application of any fundamental policy of the Acquired
Fund that might be deemed to prevent them from taking the
actions necessary to effectuate the Reorganization as
described, and such policies, if any, shall be deemed to have
been amended accordingly.
7. REGISTRATION STATEMENT AND PROXY SOLICITATION MATERIALS. The Acquiring
Company shall file the N-14 Registration Statement under the 1933 Act,
and the Acquired Company shall file the combined prospectus/proxy
statement contained therein under the 1934 Act and 1940 Act proxy
rules, with the SEC as promptly as practicable. Each of the Acquiring
Company and the Acquired Company has cooperated and shall continue to
cooperate with the other, and has furnished and shall continue to
furnish the other with the information relating to itself that is
required by the 1933 Act, the 1934 Act, the 1940 Act, the rules and
regulations under each of those Acts and state securities laws, to be
included in the N-14 Registration Statement.
8. EFFECTIVE TIMES OF THE REORGANIZATION. Delivery of the Acquired Fund
Assets of the Acquired Fund and the shares of the class of the
Acquiring Fund to be issued pursuant to Section 1 and the liquidation
of the Acquired Fund pursuant to Section 2 shall occur at the opening
of business on the next business day following the Valuation Time
applicable to the Acquired Fund, or on such other date, and at such
place and time and date, as may be determined by the President or any
Vice President of each party hereto. The respective date and time at
which such actions are taken with respect to the Acquired Fund are
referred to herein as the "Effective Time of the Reorganization." To
the extent any Acquired Fund Assets are, for any reason, not
transferred at the applicable Effective Time of the Reorganization, the
Acquired Company shall cause such Acquired Fund Assets to be
transferred in accordance with this Agreement at the earliest
practicable date thereafter.
9. THE ACQUIRING COMPANY'S CONDITIONS. The obligations of the Acquiring
Company hereunder with respect to the Acquiring Fund shall be subject
to the following conditions precedent:
9.1. This Agreement and the transactions contemplated by this
Agreement shall have been approved by the shareholders of the
Acquired Fund, in the manner required by law.
9.2. The Acquired Company shall have duly executed and delivered to
the Acquiring Company such bills of sale, assignments,
certificates and other instruments of transfer ("Transfer
Documents") as may be necessary or desirable to transfer all
right, title and interest of the Acquired Company and the
Acquired Fund in and to the Acquired Fund Assets of the
Acquired Fund. The Acquired Fund Assets shall be accompanied
by all necessary state stock transfer stamps or cash for the
appropriate purchase price therefor.
9.3. All representations and warranties made in this Agreement
shall be true and correct in all material respects as if made
at and as of each Valuation Time and each Effective Time of
the Reorganization. As of the Valuation Time and the Effective
Time of the Reorganization applicable to the Acquired Fund,
there shall have been no material adverse change in the
financial position of the Acquired Fund since November 30,
1996 other than those changes incurred in the ordinary course
of business as an investment company. No action, suit or other
proceeding shall be threatened or pending before any court or
governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection
with, this Agreement or the transactions contemplated herein.
9.4. The Acquiring Company shall have received an opinion of
Dechert Price & Rhoads addressed to the Acquiring Company and
the Acquired Company in a form reasonably satisfactory to them
and dated the Effective Time of the Reorganization applicable
to the Acquired Fund, substantially to the effect that for
federal income tax purposes: (i) the transfers of all of the
Acquired Fund Assets hereunder, and the assumption by the
Acquiring Fund of Acquired Fund Liabilities, in exchange for
shares of any class of the Acquiring Fund, and the
distribution of said shares to the shareholders of the
Acquired Fund, as provided in this Agreement, will each
constitute a reorganization within the meaning of Section
368(a)(1)(C), 368(a)(1)(D) or 368(a)(1)(F) of the Code and
with respect to each reorganization, the Acquired Fund and the
Acquiring Fund will each be considered "a party to a
reorganization" within the meaning of Section 368(b) of the
Code; (ii) in accordance with Sections 361(a), 361(c)(1) and
357(a) of the Code, no gain or loss will be recognized by the
Acquired Fund as a result of such transactions; (iii) in
accordance with Section 1032(a) of the Code, no gain or loss
will be recognized by the Acquiring Fund as a result of such
transactions; (iv) in accordance with Section 354(a)(1) of the
Code, no gain or loss will be recognized by the shareholders
of the Acquired Fund on the distribution to them by the
Acquired Fund of shares of any class of the Acquiring Fund in
exchange for their shares of the Acquired Fund; (v) in
accordance with Section 358(a)(1) of the Code, the aggregate
basis of Acquiring Fund shares received by each shareholder of
the Acquired Fund will be the same as the aggregate basis of
the shareholder's Acquired Fund shares immediately prior to
the transactions; (vi) in accordance with Section 362(b) of
the Code, the basis of the Acquired Fund Assets to the
Acquiring Fund will be the same as the basis of the Acquired
Fund Assets in the hands of the Acquired Fund immediately
prior to the exchange; (vii) in accordance with Section
1223(1) of the Code, a shareholder's holding period for
Acquiring Fund shares will be determined by including the
period for which the shareholder held the shares of the
Acquired Fund exchanged therefor, provided that the
shareholder held such shares of the Acquired Fund as a capital
asset; and (viii) in accordance with Section 1223(2) of the
Code, the holding period of the Acquiring Fund with respect to
the Acquired Fund Assets will include the period for which the
Acquired Fund Assets were held by the Acquired Fund.
9.5. The SEC shall not have issued any unfavorable advisory report
under Section 25(b) of the 1940 Act nor instituted any
proceeding seeking to enjoin consummation of the transactions
contemplated by this Agreement under Section 25(c) of the 1940
Act.
9.6. The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge
of the Acquiring Company, contemplated by the SEC and the
parties shall have received all permits and other
authorizations necessary under state securities laws to
consummate the transactions contemplated by this Agreement.
9.7. The President or a Vice President of the Acquired Company
shall have certified that the Acquired Company has performed
and complied in all material respects with each of its
agreements and covenants required by this Agreement to be
performed or complied with by it prior to or at each Valuation
Time and each Effective Time of the Reorganization.
10. THE ACQUIRED COMPANY'S CONDITIONS. The obligations of the Acquired
Company hereunder with respect to the Acquired Fund shall be subject to
the following conditions precedent:
10.1. This Agreement and the transactions contemplated by this
Agreement shall have been approved by the shareholders of the
Acquired Fund, in the manner required by law.
10.2. All representations and warranties of the Acquiring Company
made in this Agreement shall be true and correct in all
material respects as if made at and as of each Valuation Time
and each Effective Time of the Reorganization. As of the
Valuation Time and the Effective Time of the Reorganization
applicable to the Acquired Fund, there shall have been no
material adverse change in the financial condition of the
Acquiring Fund since November 30, 1996 other than those
changes incurred in the ordinary course of business as an
investment company. No action, suit or other proceeding shall
be threatened or pending before any court or governmental
agency in which it is sought to restrain or prohibit, or
obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
10.3. The Acquired Company shall have received an opinion of Dechert
Price & Rhoads, addressed to the Acquiring Company and the
Acquired Company in a form reasonably satisfactory to them and
dated the Effective Time of the Reorganization applicable to
the Acquired Fund, with respect to the matters specified in
Section 9.4.
10.4. The N-14 Registration Statement shall have become effective
under the 1933 Act and no stop order suspending such
effectiveness shall have been instituted, or to the knowledge
of the Acquiring Company, contemplated by the SEC and the
parties shall have received all permits and other
authorizations necessary under state securities laws to
consummate the transactions contemplated by this Agreement.
10.5. The Acquired Company shall not sell or otherwise dispose of
any shares of the Acquiring Fund to be received in the
transactions contemplated herein, except in distribution to
its shareholders as contemplated herein.
10.6. The SEC shall not have issued any unfavorable advisory report
under Section 25(b) of the 1940 Act nor instituted any
proceeding seeking to enjoin consummation of the transactions
contemplated by this Agreement under Section 25(c) of the 1940
Act.
10.7. The President or a Vice President of the Acquiring Company
shall have certified that the Acquiring Company has performed
and complied in all material respects with each of its
agreements and covenants required by this Agreement to be
performed or complied with by it prior to or at each Valuation
Time and each Effective Time of the Reorganization.
11. TAX DOCUMENTS. The Acquired Company shall deliver to the Acquiring
Company at the Effective Time of the Reorganization confirmations or
other adequate evidence as to the adjusted tax basis of the Acquired
Fund Assets then delivered to the Acquiring Fund in accordance with the
terms of this Agreement.
12. FURTHER ASSURANCES. Subject to the terms and conditions herein
provided, each of the parties hereto shall use its best efforts to
take, or cause to be taken, such action, to execute and deliver, or
cause to be executed and delivered, such additional documents and
instruments, and to do, or cause to be done, all things necessary,
proper or advisable under the provisions of this Agreement and under
applicable law to consummate and make effective the transactions
contemplated by this Agreement.
13. TERMINATION OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties set forth in this Agreement shall terminate
at the Effective Time of the Reorganization
14. TERMINATION OF AGREEMENT.
14.1. This Agreement may be terminated prior to the Effective Time
of the Reorganization by the Board of Directors of the
Acquiring Company or the Board of Trustees of the Acquired
Company, as provided below:
14.1.1. By the Acquiring Company if the conditions set forth
in Section 9 are not satisfied as specified in said
Section;
14.1.2. By the Acquired Company if the conditions set forth
in Section 10 are not satisfied as specified in said
Section;
14.1.3. By the mutual consent of the parties.
14.2. If a party terminates this Agreement because one or more of
its conditions precedent have not been fulfilled, or if this
Agreement is terminated by mutual consent, this Agreement will
become null and void without any liability of either party or
any of their investment portfolios to the other; provided,
however, that if such termination is by the Acquiring Company
pursuant to Section 14.1.1 as a result of a breach by the
Acquired Company of any of its representations, warranties or
covenants in this Agreement, or such termination is by the
Acquired Company pursuant to Section 14.1.2 as a result of a
breach by the Acquiring Company of any of its representations,
warranties or covenants in this Agreement, nothing herein
shall affect the non-breaching party's right to damages on
account of such other party's breach.
15. AMENDMENT AND WAIVER. At any time prior to or (to the fullest extent
permitted by law) after approval of this Agreement by the shareholders
of the Acquired Company, (a) the parties hereto may, by written
agreement authorized by their respective Board of Directors or
Trustees, as the case may be, or their respective Presidents or any
Vice Presidents, and with or without the approval of their
shareholders, amend any of the provisions of this Agreement, and (b)
either party may waive any breach by the other party or the failure to
satisfy any of the conditions to its obligations (such waiver to be in
writing and executed by the President or Vice President of the waiving
party with or without the approval of such party's shareholders).
16. GOVERNING LAW. This Agreement and the transactions contemplated hereby
shall be governed, construed and enforced in accordance with the laws
of Maryland without giving effect to the conflicts of law principles
otherwise applicable therein.
17. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
respective successors and permitted assigns of the parties hereto. This
Agreement and the rights, obligations and liabilities hereunder may not
be assigned by either party without the consent of the other party.
18. BENEFICIARIES. Nothing contained in this Agreement shall be deemed to
create rights in persons not parties hereto, other than the successors
and permitted assigns of the parties.
19. ACQUIRED COMPANY LIABILITY.
19.1. The name "American Century Manager Funds" and "Trustees of
American Century Manager Funds" refer respectively to the
trusts created and the trustees, as trustees but not
individually or personally, acting from time to time under a
Declaration of Trust dated July 12, 1994, which is hereby
referred to and copies of which are on file at the office of
the State Secretary of the Commonwealth of Massachusetts and
at the principal office of the Acquired Company. The
obligations of the Acquired Company entered into in the name
or on behalf thereof by any of the trustees, representatives
or agents are made not individually, but in such capacities,
and are not binding upon any of the trustees, shareholders or
representatives of the Acquired Company personally, but bind
only the trust property, and all persons dealing with any
portfolio of the Acquired Company must look solely to the
trust property belonging to such portfolio for the enforcement
of any claims against the Acquired Company.
19.2. Both parties specifically acknowledge and agree that any
liability of the Acquired Company under this Agreement with
respect to the Acquired Fund, or in connection with the
transactions contemplated herein with respect to the Acquired
Fund, shall be discharged only out of the assets of the
Acquired Fund and that no other portfolio of the Acquired
Company, if any, shall be liable with respect thereto.
20. ACQUIRING COMPANY LIABILITY.
20.1. Both parties specifically acknowledge and agree that any
liability of the Acquiring Company under this Agreement with
respect to the Acquiring Fund, or in connection with the
transactions contemplated herein with respect to the Acquiring
Fund, shall be discharged only out of the assets of that
Acquiring Fund and that no other portfolio of the Acquiring
Company shall be liable with respect thereto.
21. NOTICES. All notices required or permitted herein shall be in writing
and shall be deemed to be properly given when delivered personally or
by telecopier to the party entitled to receive the notice or when sent
by certified or registered mail, postage prepaid, or delivered to a
nationally recognized overnight courier service, in each case properly
addressed to the party entitled to receive such notice at the address
or telecopier number stated below or to such other address or
telecopier number as may hereafter be furnished in writing by notice
similarly given by one party to the other party hereto:
If to Acquiring Company:
Pat Looby
4500 Main Street
Kansas City, Missouri 64111
If to Acquired Company:
Pat Looby
4500 Main Street
Kansas City, Missouri 64111
22. EXPENSES. Each party represents to the other that its expenses incurred
in connection with the Reorganization will be borne by American Century
Investment Management, Inc. or one or more of its affiliates.
23. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto and supersedes any and all prior
agreements, arrangements and understandings relating to matters
provided for herein.
24. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered shall be
deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers designated below as of the date first
written above.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
ATTEST:
- --------------------------------------- By:----------------------------------
AMERICAN CENTURY MANAGER FUNDS
ATTEST:
- -------------------------------------- By:----------------------------------
<PAGE>
Appendix II: Strategic Asset Allocation: Conservative Annual Report
REPORT HIGHLIGHTS
Period Overview
o The major U.S. stock indices rose more than 20% during the year ended
November 30, 1996. However, large-cap stocks had substantially higher
returns than small-cap stocks.
o Despite a somewhat volatile year, U.S. bonds finished with slightly
positive returns. After suffering declines during the first half of 1996,
bonds rebounded in October and November.
o Foreign stock markets performed well overall, but the weakest returns
occurred in Japan and the U.K., the two largest markets outside of the U.S.
o Foreign bond markets benefited from government deficit-reduction efforts
and interest rate cuts by many of the world's central banks.
o The U.S. dollar strengthened against most major foreign currencies,
reducing returns from foreign investments.
Strategic Allocation: Conservative
o The fund underperformed its Lipper peer group average since inception.
o The fund had a fairly neutral asset mix during the period, though we
expanded its U.S. bond holdings in the summer.
o Going forward, we see more value overseas than we do domestically. Foreign
stocks should benefit from improving global economies and increased fiscal
responsibility. We're more wary of the U.S. stock market, although we see
some value among small-cap stocks.
o We expect moderating economic growth to result in a fairly stable U.S. bond
market, but we are keeping an eye on inflation and congressional budget
reform.
Conservative
INVESTOR CLASS
Total Returns:AS OF 11/30/96
6 Months 6.34%*
Inception 7.02%
Net Assets:$33.1 million
(AS OF 11/30/96)
Inception Date: 2/15/96
Ticker Symbol: TWSCX
OUR MESSAGE TO YOU
[photo of James E. Stowers III]
The fiscal year ended November 30, 1996, was an eventful one, both in the
global financial markets and for our company. The U.S. stock market rallied to
all-time highs in late spring and from late summer into fall. After a rocky
period in the first half of the year, U.S. bonds stabilized during the summer
and enjoyed a rebound in October and November. Foreign stock and bond markets
also produced positive returns during the period. In the following pages, our
investment management team provides further details about the markets and how
your fund was managed during the period.
On the corporate front, we completed the operational integration of Twentieth
Century and The Benham Group in September. As a result, you now have direct
access to a broader spectrum of funds and services.
We also changed the name of our company. On January 1, 1997, we began serving
you as American Century Investments, which reflects our expanded identity and
the independent thinking common to Twentieth Century and Benham. American
Century's fund family is divided into three groups--the Benham Group, the
American Century Group and the Twentieth Century Group. The Strategic Asset
Allocation funds have moved into the American Century Group because the funds'
investment characteristics--diversification and asset allocation--match key
attributes of that group.
This report is the first in a new annual report format designed using your
input. We hope you find it more informative and easier to read. Another
informative resource is the American Century Web site. If you use a personal
computer and have Internet access, we've made it easier for you to download
information about American Century funds and access your fund accounts. With a
personal access code, you can view account balances, exchange money between
existing accounts and make additional investments. The Web site address is:
www.americancentury.com. We are one of the first fund companies to offer direct
on-line transactions via the Internet.
We also began to offer two classes of shares for many of our funds, including
the Strategic Asset Allocation funds. One class (the Investor Class) is designed
for investors who buy directly from us, and the other (the Advisor Class) is
designed for investors who buy through certain financial intermediaries. We've
introduced the Advisor Class so that financial intermediaries can be compensated
for the additional services they provide.
These are examples of how we continue to work to provide information and
services that are useful and convenient to investors in our funds. Thank you for
investing with us.
Sincerely,
/s/James E. Stowers III
James E. Stowers III
President and Chief Executive Officer
PERIOD OVERVIEW
U.S. Stocks
Repeating their 1995 performance, U.S. stocks posted strong returns in 1996.
For the year ended November 30, 1996, the major U.S. stock indices (such as the
S&P 500 and Nasdaq Composite) produced returns in excess of 20% and repeatedly
reached record highs throughout the year.
Strong corporate earnings growth was the main reason for the 1995 stock
rally, but this year's gains were driven primarily by incoming cash flows.
Investors poured more than $200 billion into stock mutual funds in 1996, nearly
doubling the record set in 1993. This remarkable demand pushed stock prices
higher and prompted a slew of stock offerings from both established and newly
public companies.
Although U.S. stock returns were strong across the board, changing investor
behavior led to a divergence between the performance of large-capitalization
stocks (such as those in the S&P 500) and small-capitalization stocks (such as
those in the Russell 2000). Evidence of weaker economic growth in the last three
months of the period fueled concerns about slowing earnings growth. As a result,
many investors migrated to the largest, most liquid companies available, and
this "flight to quality" pushed large-cap stocks up dramatically. Between
September and November, the S&P 500 surged by more than 16%, while the small-cap
Russell 2000 rose by less than 7% during the same period (see the accompanying
table for one-year returns).
Financial and consumer stocks were among the top-performing industry
sectors, along with selected technology shares. Lagging sectors included steel
companies and electric utility stocks.
U.S. Bonds
It was a "coupon-clipping" year in the U.S. bond market--slight bond price
losses during the year ended November 30 were largely offset by interest coupon
payments. For example, the two-year Treasury note posted a total return of 5.17%
during the period, while the 30-year Treasury bond returned 3.66% (see the
accompanying table for broad bond index returns).
However, the sedate returns masked some bond market volatility during the
period. After falling in late 1995, bond yields soared in the first and second
quarters of 1996 when signs of stronger economic growth sparked inflation fears.
The 30-year Treasury bond yield, which had fallen as low as 6% in January, rose
above 7% by May as the market priced in a short-term interest rate increase by
the Federal Reserve. This change in yield equated to a bond price decline of
more than 12%.
Bonds traded listlessly throughout the summer, reflecting the market's
uncertainty about the economic outlook. But the Fed held short-term interest
rates steady through the end of the period, and increasing evidence of
moderating economic growth ultimately convinced the bond market that a rate hike
was unnecessary. This conclusion sparked a substantial rebound in the bond
market--Treasury yields fell across the maturity spectrum throughout October and
November.
Mortgage-backed securities, with their higher yields, were the top-performing
fixed-income sector during the period. Among other bond sectors, corporate bonds
outperformed Treasury and government securities. The strengthening economy led
to improving business conditions and better credit quality among corporate
securities, which in turn enhanced the price gains of corporate bonds.
U.S. STOCK MARKET PERFORMANCE
For the one-year period ended November 30, 1996
S&P 500 27.87%
Russell 2000 16.52%
U.S. BOND MARKET PERFORMANCE
For the one-year period ended November 30, 1996
Salomon Brothers Broad
Investment Grade Bond Index 5.98%
Lehman Aggregate Bond Index 6.07%
PERIOD OVERVIEW
Foreign Stocks
Global stock returns were mixed but generally positive during the year ended
November 30. Although a number of foreign equity markets experienced gains that
rivaled or exceeded those of the U.S. stock market, the Morgan Stanley EAFE(R)
Index--a broad measure of international stock performance--returned just 11.76%
(in U.S. dollar terms) during the period.
Part of the EAFE(R)'s underperformance relative to the U.S. stock market was
a result of the stronger U.S. dollar. The dollar rose by 6% against the German
mark and 13% against the Japanese yen during the year. But even if the currency
translation is eliminated (see the accompanying table), the EAFE(R)'s return
still fell short of the U.S. stock market's performance. The main reason was the
performance of the two largest EAFE(R) components, Japan and the United Kingdom.
These two markets, which together make up more than half of the EAFE(R),
produced fairly modest gains compared to those in the U.S. and elsewhere.
Among specific countries, the stock markets in northern Europe posted strong
gains, with the Netherlands, France and the Scandinavian countries each
returning more than 30%. Several Eastern European countries, including Poland
and the Czech Republic, also produced solid returns. Hong Kong was the top
performer among Asian markets, while the Venezuelan stock market led the
emerging markets with a return of over 200% during the period (reduced to just
under 100% by currency losses).
Foreign Bonds
In general, foreign bond markets outperformed the U.S. bond market during the
year ended November 30, but currency losses evened the score for U.S. investors.
The Salomon Brothers Non-U.S. World Government Bond Index, a broad index of
foreign bonds, posted a total return of 5.72% in U.S. dollar terms during the
one-year period, compared with a 5.98% return for the Salomon Brothers Broad
Investment Grade Bond Index, a broad index of domestic bonds. But in local
currencies, the foreign bond index returned 10.70%.
Many foreign bond markets, especially those in Europe, benefited from slow
economic growth and a trend toward fiscal responsibility. Most European
governments spent the past year lowering short-term interest rates while trying
to reduce their budget deficits before European Economic and Monetary Union
(EMU) occurs in 1999. Lower rates and smaller deficits are both favorable for
bond prices, and market returns reflected these conditions.
The best performers during the one-year period were the "high-yielding"
countries in western Europe (Italy, Spain, Sweden). In the past, bond issuers in
these countries were forced to pay higher yields on their bonds because of the
threat of currency devaluations. However, the currency concerns are disappearing
because these countries are expected to join EMU, which will have a more stable
currency. As a result, the yields in these countries are converging with the
rest of the continent. Two years ago, Italian 10-year bonds were yielding around
12%, while comparable German bonds had a yield of 7%. More recently, Italian
bonds yielded about 8%, compared to a 6% yield for German bonds. This spread
should continue to narrow as EMU approaches.
FOREIGN STOCK MARKET PERFORMANCE
For the one-year period ended November 30, 1996
Morgan Stanley EAFE(R)Index (in U.S. dollars) 11.76%
Morgan Stanley EAFE(R)Index (in local currencies) 16.62%
FOREIGN BOND MARKET PERFORMANCE
For the one-year period ended November 30, 1996
Salomon Brothers Non-U.S. World Government
Bond Index (in U.S. dollars) 5.72%
Salomon Brothers Non-U.S. World Government
Bond Index (in local currencies) 10.70%
STRATEGIC ALLOCATION: CONSERVATIVE
CUMULATIVE TOTAL RETURNS (as of November 30, 1996)(1)
6 MONTHS LIFE OF FUND
INVESTOR CLASS(2) (inception 2/15/96)
Strategic Allocation: Conservative .............. 6.34% 7.02%
S&P 500(3) ...................................... 14.41% 18.17%
Lehman Aggregate Bond Index(3) .................. 7.31% 5.75%(5)
Three-Month U.S. Treasury Bill(3) ............... 2.55% 3.82%(5)
Average Income Fund(4) .......................... 7.48% 10.31%
ADVISOR CLASS(2) (inception 10/2/96)
Strategic Allocation: Conservative ............................... 3.34%
S&P 500(3) ....................................................... 9.08%
Lehman Aggregate Bond Index(3) ................................... 3.97%
Three-Month U.S. Treasury Bill(3) ................................ 0.83%
(1) Returns are defined in the Glossary on page 53 of the Annual Report.
(2) See page 51 of the Annual Report for share class descriptions.
(3) See page 52 of the Annual Report for more information about these
comparative indices.
(4) According to Lipper Analytical Services. See page 52 of the Annual Report
for more information on Lipper and the fund's category.
(5) Return since 2/29/96, the date closest to the fund's inception date for
which index return data is available.
<TABLE>
[line graph - data below]
GROWTH OF $10,000 OVER THE LIFE OF THE FUND
S&P 500 Lehman Aggregate 3-Month T-Bill Strategic: Conservative
<S> <C> <C> <C> <C> <C>
2/29/96 $10000 $10000 $10000 $10000
3/31/96 10133 9930 10041 10040
4/30/96 10269 9875 10082 10145
5/31/96 10504 9855 10125 10186
6/30/96 10586 9987 10167 10221
7/31/96 10102 10014 10211 10037
8/31/96 10292 9997 10254 10160
9/30/96 10911 10172 10297 10440
10/31/96 11197 10397 10339 10584
11/30/96 12018 10575 10382 10832
</TABLE>
Past performance does not guarantee future results. Investment return and
principal value will fluctuate, and redemption value may be more or less than
original cost. Data quoted is for Investor Class only; performance for other
classes will vary due to differences in fee structures (see the Cumulative Total
Returns table above). The chart begins on 2/29/96 because it is the date closest
to the fund's 2/15/96 inception date for which index return data is available.
The line representing the fund's total return includes operating expenses (such
as transaction costs and management fees) that reduce returns, while the total
return lines of the indices do not.
[pie chart]
ASSET ALLOCATION (as of November 30, 1996)
Percent of Fund Investments
U.S. Stocks 30.7%
Foreign Stocks 8.7%
U.S. Bonds 39.3%
Foreign Bonds 5.6%
Money Market Securities 15.7%
See page 52 of the Annual Report for the fund's neutral asset mix.
STRATEGIC ALLOCATION: CONSERVATIVE
Management Q & A
An interview with Jeff Tyler, vice president and lead portfolio manager of
American Century Strategic Allocation: Conservative.
How did the fund perform?
From its inception date on February 15, 1996, through November 30, 1996,
the fund's Investor Class shares posted a total return of 7.02%, compared with
the 10.31% average return of the 47 "Income Funds" tracked by Lipper Analytical
Services. (See the table on the previous page for other fund performance
comparisons.)
Why did the fund underperform its peer group average?
One reason is the fund had a higher-than-normal percentage of its assets in
cash during the first few months of its existence. Second, the fund's asset
allocation structure is a little more conservative--that is, it holds fewer
stocks--than most of the funds in this group, and this tends to be a handicap
when stocks are the best-performing sector, as they have been since the fund's
inception. In addition, the fund has a relatively rigid asset allocation
structure, whereas many of its "peers" have a great deal of flexibility in their
asset selection.
Within its operating ranges, has the fund's asset mix changed much since its
inception?
As I mentioned before, the fund had a relatively high cash balance early in
the period. Once the excess cash was put to work, the fund was slightly
overweighted in U.S. bonds, which offered good relative value after suffering
losses during the first half of 1996. We also reduced the fund's U.S. stock
holdings to pursue relatively attractive values in foreign equities. By the end
of the period, we returned the fund to a roughly neutral asset mix. However, we
have maintained a slight shading toward foreign stocks within the fund's equity
component.
Do you plan to continue this asset mix going forward?
Yes. We currently see more value overseas, so we'll probably maintain the
fund's current foreign stock and bond positions.
You mentioned that you had cut back on the fund's U.S. stock position over the
past six months, but now you've taken a more neutral position. What's your
outlook for domestic stocks?
Conditions remained favorable for U.S. stocks during the last six
months--economic growth moderated, inflation remained low, corporate earnings
growth held up and cash flows kept pouring into the market. But after the
market's 75% gain over the past two years, we have some concerns about domestic
stocks. Our two biggest concerns going forward are the possibility of slowing
corporate earnings growth and rising labor costs. A slower U.S. economy will
likely lead to a slowdown in the growth of corporate profits, and the recent
record lows in unemployment suggest that we could see increased wage pressures
in 1997.
Despite these reservations, we do see some potential value in the domestic
stock market, especially among smaller companies. Small-cap stocks have lagged
their large-cap counterparts in recent months and are therefore relatively
attractive. The catalyst for a small-cap stock rally may be capital gains
legis-
STRATEGIC ALLOCATION: CONSERVATIVE
lation--if Congress passes a reduction in the capital gains tax rate, small-cap
stocks could benefit from increased demand for aggressive growth shares.
But you see more opportunities among international stocks?
Absolutely. Despite good returns over the past couple of years, foreign
stocks continue to look attractive to us from a relative value perspective.
Foreign markets should benefit from better economic conditions--while the U.S.
economy is slowing, economies in other parts of the world are just beginning to
rebound. Europe in particular should benefit from resurgent economic growth and
government deficit-reduction efforts. The one puzzling area is Japan, where the
stock market has been as inconsistent as the country's economic fortunes. We are
keeping a close eye on the Japanese economy because it has profound implications
for both foreign stock markets and the U.S. bond market.
What's the connection between the Japanese economy and the U.S. bond market?
In the U.S., economic growth and inflation have been relatively moderate
and steady over the past five years, at 2% and 3%, respectively. But the bond
market has been surprisingly volatile despite such calm economic conditions. One
of the main causes of this volatility has been the fluctuating demand for bonds
from foreign central banks, especially the Bank of Japan (BOJ).
FUND'S U.S. STOCKS (as of November 30, 1996)
Number of Companies 175
Dividend Yield 2.03%
Price/Earnings Ratio 20.8
% of Fund's % of
U.S. Stocks Fund
Top 5 U.S. Stocks
Exxon Corp. 3.2% 1.0%
Giant Food Inc. CI A 1.6% 0.5%
Dillard Department Stores, Inc. CI A 1.5% 0.5%
BellSouth Corp. 1.5% 0.5%
CSX Corp. 1.4% 0.4%
FUND'S FOREIGN STOCKS (as of November 30, 1996)
Number of Companies 61
Dividend Yield 1.48%
Price/Earnings Ratio 28.3
% of Fund's % of
Country Foreign Stocks Fund
Top 5 Foreign Stocks
Sandoz AG Switzerland 6.3% 0.6%
Sankyo Co. Ltd. Japan 5.9% 0.5%
Siebe plc U.K. 3.9% 0.3%
Telefonica de Espana Spain 3.6% 0.3%
SMH Swiss Corp. Switzerland 3.6% 0.3%
[pie chart]
Percent of Fund's Foreign Stocks
Europe 59.8%
Asia/Pacific 26.4%
Americas
(excluding U.S.) 13.8%
STRATEGIC ALLOCATION: CONSERVATIVE
In an effort to pull the Japanese economy out of recession, the BOJ lowered
interest rates and took steps to weaken the Japanese currency. To weaken the
yen, the BOJ purchased U.S. dollars and invested them in U.S. bonds. As a
result, the BOJ has become a major factor in the U.S. bond market over the past
five years. If the Japanese economy recovers more fully in 1997, demand from the
BOJ for U.S. bonds would likely decline, and this could have a significant
impact on the domestic bond market and U.S. interest rates.
What else do you see in store for the U.S. bond market?
The U.S. economy slowed during the last half of 1996 from the rapid pace it
established earlier in the year. If these moderate economic conditions persist,
we expect bonds to trade in a fairly narrow range over the next few months.
However, we're watching a couple of factors closely. As I mentioned before,
we're concerned about the potential impact of rising labor costs on inflation.
We're also keeping an eye on Congress, which will consider a balanced federal
budget and entitlement reform in the coming year. The outcome of these debates
could have an effect on bond prices in 1997.
Why are the fund's foreign bond holdings concentrated in Europe?
European bonds should benefit from the progress that many European
governments have made toward reducing their budget deficits. Unfortunately, the
good news in Europe is offset by unfavorable scenarios in other global
fixed-income markets. In Japan, bond yields are at historic lows, providing
minimal income and little potential for price appreciation.
Investment terms are defined in the Glossary on page 53 of the Annual Report.
FUND'S U.S. BONDS (as of November 30, 1996)
Number of Issues 23
Weighted Average Maturity 6.70 years
Average Duration 4.46 years
[pie chart]
Percent of Fund's U.S. Bonds
U.S. Treasury Notes 53.4%
Mortgage-Backed Securities 22.2%
Corporate Bonds 17.4%
U.S. Treasury Bonds 6.3%
U.S. Government Agency Securities 0.7%
FUND'S FOREIGN BONDS (as of November 30, 1996)
Number of Issues 5
Weighted Average Maturity 5.87 years
Average Duration 5.01 years
[pie chart]
Percent of Fund's Foreign Bonds
Europe 94.1%
Americas (excluding U.S.) 5.9%
<PAGE>
Appendix III : STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS
The Strategic Allocation: Conservative fund's shareholders are
currently considering a proposal to modify its fundamental investment
restrictions to those set forth in the following table in order to make them
consistent with the other funds within the American Century family of funds.
These fundamental investment restrictions cannot be changed without the approval
a fund's shareholders.
Standardized Fundamental Investment Restrictions
- -------------------------- -----------------------------------------------------
Category Proposed Limitation
- -------------------------- -----------------------------------------------------
Senior Securities The fund shall not issue senior securities, except as
permitted under the Investment Company Act
of 1940.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Borrowing The fund shall not borrow money, except that a fund
may borrow money for temporary or emergency purposes
(not for leveraging or investment) in an amount not
exceeding 33-1/3% of the fund's total assets
(including the amount borrowed) less liabilities
(other than borrowings).
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Lending The fund shall not lend any security or make any
other loan if, as a result, more than 33-1/3% of its
total assets would be lent to other parties, except,
(i) through the purchase of debt securities in
accordance with its investment objective, policies
and limitations, or (ii) by engaging in repurchase
agreements with respect to portfolio securities.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Real Estate The fund shall not purchase or sell real estate
unless acquired as a result of ownership of
securities or other instruments. This policy shall
not prevent a fund from investment in
securities or other instruments backed by real estate
or securities of companies that deal in real estate
or are engaged in the real estate business.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Concentration The fund shall not concentrate its investments in
securities of issuers in a particular industry
(other than securities issued or guaranteed by the
U.S. government or any of its agencies or
instrumentalities).
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Underwriting The fund shall not act as an underwriter of
securities issued by others, except to the extent
that a fund may be considered an underwriter within
the meaning of the Securities Act of 1933 in the
disposition of restricted securities.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Commodities The fund shall not purchase or sell physical
commodities unless acquired as a result of ownership
of securities or other instruments; provided that
this limitation shall not prohibit a fund from
purchasing or selling options and futures contracts
or from investing in securities or other instruments
backed by physical commodities.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Investing for Control The fund shall not invest for purposes of exercising
control over management.
- -------------------------- -----------------------------------------------------
<PAGE>
Appendix IV : Current Fundamental Investment Restrictions
The existing fundamental investment restrictions for the Strategic
Allocation: Conservative fund is set forth in the table below. In the event that
the fund's shareholders do not approve the limitations set forth in Appendix
III, the limitations set forth below will remain as fundamental investment
restrictions for that fund.
Current Fundamental Investment Restrictions
- -------------------------- -----------------------------------------------------
Category Current Limitations
- -------------------------- -----------------------------------------------------
Senior Securities Shall not issue any senior security.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Borrowing 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.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Lending 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.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Underwriting Shall not underwrite any securities.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Real Estate 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.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Concentration 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.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Diversification 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.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Margin Transactions 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.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Restricted Securities Shall not invest more than 15% of its assets in
illiquid investments.
- -------------------------- -----------------------------------------------------
- -------------------------- -----------------------------------------------------
Investing for Control Shall not invest for control or for
management or concentrate its investment in a
particular company or a particular industry.
- -------------------------- -----------------------------------------------------
<PAGE>
PART B
AMERICAN CENTURY MANAGER FUNDS
American Century Investments
4500 Main Street
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-2021
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS
American Century Investment
4500 Main Street
P.O. Box 419200
Kansas City, Missouri 64141-6200
1-800-345-2021
Statement of Additional Information
1997 Special Meeting of Shareholder of American Century Manager Funds.
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Combined Proxy Statement/Prospectus dated
- ----------, 1997 for the Special Meeting of Shareholders to be held on July 30,
1997. Copies of the Combined Proxy Statement/Prospectus may be obtained at no
charge by calling American Century Manager Funds at 1-800-345-2021
Unless otherwise indicated, capitalized terms used herein and not
otherwise defined have the same meanings as are given to them in the Combined
Proxy Statement/Prospectus.
Further information about Investor Class shares of the Strategic
Allocation: Conservative Fund is contained in and incorporated by reference to
its Statement of Additional Information dated April 1, 1997. The audited
financial statements and related independent accountant's report for the
Strategic Allocation: Conservative Fund contained in the Annual Report dated
November 30, 1996 are hereby incorporated herein by reference. No other parts of
the Annual Report are incorporated by reference herein.
Further information about the Capital Manager Fund is contained in and
incorporated by reference to its Statement of Additional Information dated April
1, 1997. The audited financial statements and related independent accountant's
report for the Capital Manager Fund contained in the Annual Report dated
November 30, 1996 are incorporated herein by reference. No other parts of the
Annual Report is incorporated by reference herein.
The date of this Statement of Additional Information is --------, 1997.
TABLE OF CONTENTS
General Information......................................................
Pro Forma Financial Statements...........................................
GENERAL INFORMATION
The shareholders of the Strategic Allocation: Conservative Fund are
being asked to approve or disapprove an Agreement and Plan of Reorganization
dated as of _______, 1997 between American Century Strategic Asset Allocations,
Inc. and American Century Manager Funds and the transaction contemplated
thereby. The Agreement and Plan of Reorganization contemplates the transfer of
substantially all of the assets and liabilities of the Capital Manager Fund to
the Strategic Allocation: Conservative Fund in exchange for full and fractional
shares representing interests in such Fund. The shares issued by the Strategic
Allocation: Conservative Fund will have an aggregate net asset value equal to
the aggregate net asset value of the shares of the Capital Manager Fund that are
outstanding immediately before the effective time of the reorganization.
Following the exchange, the Capital Manager Fund will make a
liquidating distribution of Strategic Allocation: Conservative Fund shares to
shareholders. Each shareholder owning shares of the Capital Manager Fund at the
effective time of the reorganization will receive shares of the Strategic
Allocation: Conservative Fund of equal value, plus the right to receive any
unpaid dividends and distributions that were declared before the effective time
of the reorganization on Capital Manager Fund shares. Upon completion of the
reorganization, American Century Manager Funds will be terminated under state
law and deregistered under the 1940 Act.
The Special Meeting of Shareholders of American Century Manager Funds
to consider the Agreement and Plan of Reorganization and the related
transactions will be held at 10:00 a.m. (CDT) on July 30,1997 at the offices of
American Century Tower I, Kansas City, Missouri. For further information about
the transaction, see the Combined Proxy Statement/Prospectus.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN CENTURY STRATEGIC ALLOCATION: CONSERVATIVE FUND
AMERICAN CENTURY CAPITAL MANAGER FUND
PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
American Century American Century Pro Forma
November 30, 1996 (Unaudited) Strategic Allocation: Capital Manager Combined
Conservative Fund Fund Adjustments (Note 1)
ASSETS
<S> <C> <C> <C>
Investment securities, at value
(identified cost of $35,334,180
and $75,028,441, respectively) ................................... $36,719,052 $ 82,189,879 $118,908,931
Foreign currency holdings, at value
(identified cost of $0 and $1,014,
respectively) ................................................... -- 1,005 1,005
Cash .............................................................. 99,429 -- (28,846) (d) 70,583
Receivable for forward foreign currency exchange contracts ........ 7,197 -- 7,197
Receivable for investments sold ................................... 98,452 436 98,888
Receivable for variation on futures contracts ..................... -- 122,510 122,510
Receivable for capital shares sold ................................ 252,063 56,174 308,237
Receivable from advisor ........................................... -- -- 54,794 (c) 54,794
Dividends and interest receivable ................................. 290,869 735,928 1,026,797
Prepaid expenses and other assets ................................. -- 58,537 (58,537) (c)(f) --
------------ ------------ --------------- ------------
37,467,062 83,164,469 (32,589) 120,598,942
------------ ------------ --------------- ------------
LIABILITIES
Disbursements in excess of demand deposit cash .................... 15,136 28,846 (28,846) (d) 15,136
Payables for investments purchased ................................ 322,657 -- 322,657
Payable for capital shares redeemed ............................... 16,567 83,313 (12,052) (e) 87,828
Accrued management fees ........................................... 28,237 -- 66,757 (f) 94,994
Payable to affiliates ............................................. -- 60,305 (60,305) (f) --
Distribution fees payable ......................................... 744 -- 744
Service fees payable .............................................. 744 -- 744
Accrued expenses and other liabilities ............................ 30 2,153 (2,153) (e)(f) 30
------------ ------------ --------------- ------------
384,115 174,617 (36,599) 522,133
------------ ------------ --------------- ------------
Net Assets ........................................................ $37,082,947 $ 82,989,852 $ 4,010 $120,076,809
========== ============ =============== ============
NET ASSETS CONSIST OF:
Capital paid in ................................................... $35,424,921 $ 71,103,547 4,010 (f) $106,532,478
Undistributed net investment income ............................... 192,595 706,324 898,919
Accumulated undistributed net realized gain
from investments and foreign
currency transactions ........................................... 73,373 3,921,444 3,994,817
Net unrealized appreciation on investments
and translation of assets
and liabilities in foreign currencies ........................... 1,392,058 7,258,537 8,650,595
------------ ------------ --------------- ------------
$37,082,947 $ 82,989,852 $ 4,010 $120,076,809
============ ============ =============== ============
Investor Class
Net assets ........................................................ $33,110,174 N/A $ 82,993,862 (b) $116,104,036
Shares outstanding (Note 3) ....................................... 6,296,444 N/A 15,777,538 (a)(b) 22,073,982
Net asset value per share ......................................... $ 5.26 N/A $ 5.26
Par value ......................................................... $ 0.01 N/A $ 0.01
Advisor Class
Net assets ........................................................ $ 3,972,773 N/A $ 3,972,773
Shares outstanding (Note 3) ....................................... 755,654 N/A 755,654
Net asset value per share ......................................... $ 5.26 N/A $ 5.26
Par value ......................................................... $ 0.01 N/A $ 0.01
Single Class
Net assets ........................................................ N/A $ 82,989,852 $(82,989,852) (b) N/A
Shares outstanding (Note 3) ....................................... N/A 6,435,426 (6,435,426) (b) N/A
Net asset value per share ......................................... N/A $12.90 N/A
Par value ......................................................... N/A N/A N/A
(a) Adjustment to reflect the issuance of Strategic Allocation: Conservative
shares in exchange for shares of the Capital Manager Fund in connection
with the proposed reorganization.
(b) Adjustment reclassifies Capital Manager shares to reflect the multi-class
environment of the proposed reorganized entity.
(c) Remaining unamortized organizational costs of the Capital Manager Fund will
be assumed by the investment advisor prior to the merger.
(d) Adjustment to net bank overdraft of the Capital Manager Fund with cash of
the Strategic Allocation: Conservative Fund.
(e) Reclass items relating to withholding taxes in Capital Manager Fund to
comparable line item of Strategic Allocation: Conservative.
(f) Adjustment restates Capital Manager accrued management fees to reflect the
unitary fee structure of the proposed reorganized entity.
See Notes to Pro Forma Financial Statements
</TABLE>
<TABLE>
<CAPTION>
AMERICAN CENTURY STRATEGIC ALLOCATION: CONSERVATIVE FUND
AMERICAN CENTURY CAPITAL MANAGER FUND
PRO FORMA COMBINING STATEMENT OF OPERATIONS
March 1, 1996 through November 30, 1996 (Unaudited) American Century American Century Pro Forma
Strategic Allocation: Capital Manager Combined
Conservative Fund Fund Adjustments (Note 1)
INVESTMENT INCOME
Income:
<S> <C> <C> <C>
Interest ................................................ $ 474,042 $ 2,025,916 $ 2,499,958
Dividends (net of foreign taxes withheld
of $1,369 and $18,365, respectively) .................. 88,950 522,008 610,958
--------- --------- ------------- -----------
562,992 2,547,924 -- 3,110,916
--------- --------- ------------- -----------
Expenses:
Management fees ......................................... 118,774 -- 579,458 (a) 698,232
Investment advisory fees ................................ -- 381,944 (381,944) (a) --
Administrative fees ..................................... -- 64,910 (64,910) (a) --
Transfer agency fees .................................... -- 65,212 (65,212) (a) --
Custodian fees .......................................... -- 51,281 (51,281) (a) --
Printing and postage .................................... -- 38,045 (38,045) (a) --
Auditing and legal fees ................................. -- 39,326 (39,326) (a) --
Registration and filing fees ............................ -- 18,654 (18,654) (a) --
Directors' fees and expenses ............................ 1,262 15,379 (15,379) (b) 1,262
Organizational expenses ................................. -- 12,449 (12,449) (a) --
Telephone expenses ...................................... -- 6,975 (6,975) (a) --
Distribution fees - Advisor Class ....................... 1,525 -- 1,525
Shareholder services fees - Advisor Class ............... 1,525 -- 1,525
Other operating expenses ................................ -- 352 (352) (a) --
--------- --------- ------------- -----------
Total expenses ........................................ 123,086 694,527 (115,069) 702,544
Custodian earnings credits .............................. -- (619) 619 (a) --
Amount waived ........................................... -- (109,073) 109,073 (a) --
--------- --------- ------------- -----------
Net expenses .......................................... 123,086 584,835 (5,377) 702,544
--------- --------- ------------- -----------
Net investment income ................................... 439,906 1,963,089 5,377 2,408,372
--------- --------- ------------- -----------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS AND FOREIGN CURRENCY
Net realized gain (loss) on:
Investments ........................................... 62,810 3,279,767 3,342,577
Foreign currency transactions ......................... (2,771) (12,162) (14,933)
--------- --------- ------------- -----------
60,039 3,267,605 3,327,644
--------- --------- ------------- -----------
Change in net unrealized appreciation on:
Investments ........................................... 1,384,872 2,883,785 4,268,657
Translation of assets of
liabilities in foreign currencies ................... 7,186 57,029 64,215
--------- --------- ------------- -----------
1,392,058 2,940,814 4,332,872
--------- --------- ------------- -----------
Net realized and unrealized gain on
investments and foreign currency ........................ 1,452,097 6,208,419 7,660,516
--------- --------- ------------- -----------
Net Increase in Net Assets
Resulting from Operations ............................... $ 1,892,003 $ 8,171,508 $ 5,377 $10,068,888
========= ========= ============= ===========
(a) Adjustment restates Capital Manager management fees to reflect the unitary
fee structure of the proposed reorganized entity.
(b) Reduction reflects expected savings when the two funds become one.
See Notes to Pro Forma Financial Statements
</TABLE>
<TABLE>
<CAPTION>
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
COMMON STOCKS
Aerospace & Defense--0.8%
<S> <C> <C> <C> <C> <C>
600 - 600 Boeing Co.
- 1,700 1,700 Gencorp, Inc.
- 1,700 1,700 General Dynamics Corp.
700 6,500 7,200 Litton Industries, Inc. (1)
900 - 900 Lockheed Martin Corp.
1,700 - 1,700 Raytheon Co.
- 1,400 1,400 United Technologies Corp.
Airlines--0.5%
- 2,100 2,100 AMR Corp. (1)
- 4,900 4,900 Delta Airlines, Inc.
Automobiles & Auto Parts--1.3%
100 - 100 Bayerische Motoren Werke (BMW) ORD
- 7,600 7,600 Chrysler Corp.
1,000 - 1,000 Daimler-Benz AG ORD (1)
4,300 6,200 10,500 Ford Motor Co.
- 5,500 5,500 General Motors Corp.
6,200 - 6,200 T&N plc ORD
2,000 10,000 12,000 Toyota Motor Corp. ORD
100 200 300 Volkswagen AG ORD
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
(CONTINUATION OF COLUMNS FROM PRIOR PAGE)
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Boeing Co. $59,625 - $59,625
Gencorp, Inc. - $31,450 31,450
General Dynamics Corp. - 125,375 125,375
Litton Industries, Inc. (1) 32,725 303,875 336,600
Lockheed Martin Corp. 81,562 - 81,562
Raytheon Co. 86,913 - 86,913
United Technologies Corp. - 196,350 196,350
------------------------------------------------------
260,825 657,050 917,875
------------------------------------------------------
AMR Corp. (1) - 191,625 191,625
Delta Airlines, Inc. - 368,725 368,725
------------------------------------------------------
- 560,350 560,350
------------------------------------------------------
Bayerische Motoren Werke (BMW) ORD 64,824 - 64,824
Chrysler Corp. - 269,800 269,800
Daimler-Benz AG ORD (1) 65,312 - 65,312
Ford Motor Co. 140,825 203,050 343,875
General Motors Corp. - 316,938 316,938
T&N plc ORD 19,704 - 19,704
Toyota Motor Corp. ORD 54,640 273,407 328,047
Volkswagen AG ORD 40,085 80,119 120,204
------------------------------------------------------
385,390 1,143,314 1,528,704
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Banking--4.0%
- 25,100 25,100 Australia & New Zealand Banking Group Ltd. ORD
900 - 900 Bank of Nova Scotia ORD
- 4,800 4,800 Banc One Corp.
- 2,100 2,100 Banco Bilbao Vizcaya, S.A. ORD
- 8,400 8,400 BankAmerica Corp.
800 - 800 Banque Nationale de Paris ORD
900 - 900 CS Holding AG ORD (1)
600 5,512 6,112 Chase Manhattan Corp.
600 - 600 Citicorp
- 2,000 2,000 Credit Commercial de France ORD
700 - 700 Deutsche Pfandbrief-und Hypothekenbank AG ORD
- 9,000 9,000 Development Bank of Singapore ORD
- 3,300 3,300 First Union Corp.
3,000 - 3,000 First Virginia Banks, Inc.
- 18,000 18,000 Hang Seng Bank ORD
700 - 700 KeyCorp
2,800 - 2,800 Mercantile Bancorporation Inc.
400 7,100 7,500 Morgan (J.P.) & Co. Inc.
- 3,600 3,600 NationsBank Corp.
2,700 - 2,700 PNC Bank Corp.
4,500 - 4,500 Royal Bank of Scotland Group plc ORD
- 9,000 9,000 Sanwa Bank ORD
1,500 - 1,500 Sparbanken Sverige AB Cl A ORD
600 - 600 State Street Boston Corp.
1,500 - 1,500 Wachovia Corp.
100 - 100 Wells Fargo & Co.
Biotechnology--0.6%
900 4,900 5,800 Amgen Inc. (1)
1,500 - 1,500 Centocor, Inc. (1)
900 1,600 2,500 Genetics Institute, Inc. (1)
1,400 - 1,400 Interneuron Pharmaceuticals, Inc. (1)
1,200 - 1,200 Martek BioSciences Corp. (1)
500 - 500 Parexel International Corp. (1)
400 - 400 Quintiles Transnational Corp. (1)
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
(CONTINUATION OF COLUMNS FROM PRIOR PAGE)
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Australia & New Zealand Banking
Group Ltd. ORD - 165,438 165,438
Bank of Nova Scotia ORD 31,246 - 31,246
Banc One Corp. - 228,600 228,600
Banco Bilbao Vizcaya, S.A. ORD - 106,044 106,044
BankAmerica Corp. - 865,200 865,200
Banque Nationale de Paris ORD 31,816 - 31,816
CS Holding AG ORD (1) 95,741 - 95,741
Chase Manhattan Corp. 56,700 520,884 577,584
Citicorp 65,550 - 65,550
Credit Commercial de France ORD - 96,787 96,787
Deutsche Pfandbrief-und
Hypothekenbank AG ORD 30,485 - 30,485
Development Bank of Singapore ORD - 116,150 116,150
First Union Corp. - 252,038 252,038
First Virginia Banks, Inc. 145,875 - 145,875
Hang Seng Bank ORD - 217,085 217,085
KeyCorp 36,662 - 36,662
Mercantile Bancorporation Inc. 148,050 - 148,050
Morgan (J.P.) & Co. Inc. 37,750 670,062 707,812
NationsBank Corp. - 373,050 373,050
PNC Bank Corp. 106,650 - 106,650
Royal Bank of Scotland Group plc ORD 39,650 - 39,650
Sanwa Bank ORD - 148,747 148,747
Sparbanken Sverige AB Cl A ORD 24,795 - 24,795
State Street Boston Corp. 40,575 - 40,575
Wachovia Corp. 90,000 - 90,000
Wells Fargo & Co. 28,463 - 28,463
------------------------------------------------------
1,010,008 3,760,085 4,770,093
------------------------------------------------------
Amgen Inc. (1) 54,900 298,287 353,187
Centocor, Inc. (1) 41,625 - 41,625
Genetics Institute, Inc. (1) 60,975 108,800 169,775
Interneuron Pharmaceuticals, Inc. (1) 27,650 - 27,650
Martek BioSciences Corp. (1) 21,000 - 21,000
Parexel International Corp. (1) 25,844 - 25,844
Quintiles Transnational Corp. (1) 24,300 - 24,300
------------------------------------------------------
256,294 407,087 663,381
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Broadcasting & Media
- 8,000 8,000 Carlton Communications Plc ORD
Building & Home Improvements--0.1%
2,900 - 2,900 Masco Corp.
Business Services & Supplies--0.6%
600 - 600 ABR Information Services, Inc. (1)
3,100 - 3,100 AccuStaff, Inc. (1)
200 - 200 Adecco SA ORD
1,400 - 1,400 APAC Teleservices, Inc. (1)
- 2,200 2,200 America Online, Inc. (1)
100 - 100 BIS SA ORD
800 - 800 Concord EFS, Inc. (1)
900 - 900 Employee Solutions, Inc. (1)
1,600 - 1,600 First Data Corp.
200 - 200 Gartner Group, Inc. Cl A (1)
- 2,000 2,000 Jacobs Engineering Group, Inc (1)
- 4,000 4,000 Manpower Inc.
1,800 - 1,800 PMT Services, Inc. (1)
1,000 - 1,000 Robert Half International, Inc. (1)
1,100 - 1,100 ROMAC International, Inc. (1)
Chemicals & Resins--2.5%
- 2,200 2,200 Advanced Technology Labs, Inc. (1)
1,200 - 1,200 Air Products & Chemicals, Inc.
200 - 200 Akzo Nobel ORD
- 19,000 19,000 Asahi Chemical Industries ORD
- 5,500 5,500 Bayer AG ORD
- 3,500 3,500 Bio-Rad Laboratories, Inc. Cl A
800 5,200 6,000 Dow Chemical Co.
- 7,200 7,200 du Pont (E.I.) de Nemours & Co.
700 - 700 Great Lakes Chemical Corp.
50 - 50 Henkel KGaA ORD (1)
13,000 - 13,000 Japan Synthetic Rubber Co. ORD
3,800 - 3,800 Lubrizol Corp.
6,700 - 6,700 Millennium Chemicals Inc. (1)
- 8,300 8,300 Morton International, Inc.
900 - 900 Nalco Chemical Co.
- 4,500 4,500 PPG Industries, Inc.
- 5,000 5,000 Schulman (A.), Inc.
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Carlton Communications Plc ORD - 67,664 67,664
------------------------------------------------------
Masco Corp. 105,850 - 105,850
------------------------------------------------------
ABR Information Services, Inc. (1) 25,725 - 25,725
AccuStaff, Inc. (1) 62,775 - 62,775
Adecco SA ORD 51,522 - 51,522
APAC Teleservices, Inc. (1) 66,675 - 66,675
America Online, Inc. (1) - 77,825 77,825
BIS SA ORD 10,076 - 10,076
Concord EFS, Inc. (1) 23,450 - 23,450
Employee Solutions, Inc. (1) 16,594 - 16,594
First Data Corp. 63,800 - 63,800
Gartner Group, Inc. Cl A (1) 7,363 - 7,363
Jacobs Engineering Group, Inc (1) - 48,250 48,250
Manpower Inc. - 130,500 130,500
PMT Services, Inc. (1) 38,137 - 38,137
Robert Half International, Inc. (1) 37,250 - 37,250
ROMAC International, Inc. (1) 26,400 - 26,400
------------------------------------------------------
429,767 256,575 686,342
------------------------------------------------------
Advanced Technology Labs, Inc. (1) - 62,700 62,700
Air Products & Chemicals, Inc. 83,400 - 83,400
Akzo Nobel ORD 26,525 - 26,525
Asahi Chemical Industries ORD - 124,941 124,941
Bayer AG ORD - 221,187 221,187
Bio-Rad Laboratories, Inc. Cl A - 104,562 104,562
Dow Chemical Co. 67,000 435,500 502,500
du Pont (E.I.) de Nemours & Co. - 678,600 678,600
Great Lakes Chemical Corp. 37,538 - 37,538
Henkel KGaA ORD (1) 2,438 - 2,438
Japan Synthetic Rubber Co. ORD 86,564 - 86,564
Lubrizol Corp. 116,850 - 116,850
Millennium Chemicals Inc. (1) 138,187 - 138,187
Morton International, Inc. - 335,112 335,112
Nalco Chemical Co. 34,312 - 34,312
PPG Industries, Inc. - 275,625 275,625
Schulman (A.), Inc. - 118,750 118,750
------------------------------------------------------
592,814 2,356,977 2,949,791
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Communications Equipment--0.7%
1,600 - 1,600 ADC Telecommunications, Inc. (1)
1,200 - 1,200 Ascend Communications, Inc. (1)
800 - 800 Comverse Technology, Inc. (1)
800 - 800 Davox Corp. (1)
1,300 4,893 6,193 Lucent Technologies, Inc.
2,000 - 2,000 Motorola, Inc.
1,000 - 1,000 PairGain Technologies, Inc. (1)
600 - 600 Premisys Communications, Inc. (1)
2,400 - 2,400 Tellabs, Inc. (1)
Communications Services--2.9%
4,000 11,100 15,100 AT&T Corp.
- 5,300 5,300 Ameritech Corp.
- 5,000 5,000 Bell Atlantic Corp.
4,200 4,900 9,100 BellSouth Corp.
8,700 - 8,700 Cable & Wireless plc ORD
600 - 600 Cincinnati Bell, Inc.
1,200 - 1,200 LCI International, Inc. (1)
2,300 - 2,300 MCI Communications Corp.
1,400 - 1,400 Omnipoint Corp. (1)
3,100 14,500 17,600 SBC Communications Inc.
- 2,000 2,000 Sprint Corp.
- 20,000 20,000 Telecom Corporation of New
Zealand Ltd. ORD
- 37,000 37,000 Telecom Italia Mobile SpA ORD
1,750 - 1,750 Telefonica de Espana ADR
- 6,000 6,000 Telefonica de Espana ORD
5,500 - 5,500 TELUS Corp. ORD
1,500 - 1,500 Worldcom Inc. (1)
Computer Peripherals--0.2%
1,200 - 1,200 Cascade Communications (1)
400 - 400 Ciprico Inc. (1)
1,000 - 1,000 Cisco Systems Inc. (1)
900 - 900 Diebold, Inc.
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
ADC Telecommunications, Inc. (1) 58,400 - 58,400
Ascend Communications, Inc. (1) 85,425 - 85,425
Comverse Technology, Inc. (1) 27,200 - 27,200
Davox Corp. (1) 30,500 - 30,500
Lucent Technologies, Inc. 66,625 250,766 317,391
Motorola, Inc. 110,750 - 110,750
PairGain Technologies, Inc. (1) 63,750 - 63,750
Premisys Communications, Inc. (1) 30,863 - 30,863
Tellabs, Inc. (1) 95,850 - 95,850
------------------------------------------------------
569,363 250,766 820,129
------------------------------------------------------
AT&T Corp. 157,000 435,675 592,675
Ameritech Corp. - 312,037 312,037
Bell Atlantic Corp. - 314,375 314,375
BellSouth Corp. 169,575 197,837 367,412
Cable & Wireless plc ORD 69,634 - 69,634
Cincinnati Bell, Inc. 35,775 - 35,775
LCI International, Inc. (1) 39,150 - 39,150
MCI Communications Corp. 70,294 - 70,294
Omnipoint Corp. (1) 37,100 - 37,100
SBC Communications Inc. 163,138 763,063 926,201
Sprint Corp. - 83,750 83,750
Telecom Corporation of New
Zealand Ltd. ORD - 105,437 105,437
Telecom Italia Mobile SpA ORD - 87,009 87,009
Telefonica de Espana ADR 115,500 - 115,500
Telefonica de Espana ORD - 131,370 131,370
TELUS Corp. ORD 87,017 - 87,017
Worldcom Inc. (1) 34,781 - 34,781
------------------------------------------------------
978,964 2,430,553 3,409,517
------------------------------------------------------
Cascade Communications (1) 82,725 - 82,725
Ciprico Inc. (1) 5,400 - 5,400
Cisco Systems Inc. (1) 67,937 - 67,937
Diebold, Inc. 53,663 - 53,663
------------------------------------------------------
209,725 - 209,725
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Computer Software & Services--0.8%
600 - 600 CBT Group PLC ADR (1)
1,800 - 1,800 Cap Gemini Sogeti SA ORD (1)
800 - 800 Clarify, Inc. (1)
1,200 2,250 3,450 Computer Associates International, Inc.
1,000 - 1,000 Compuware Corp. (1)
800 - 800 HBO & Co.
1,200 - 1,200 McAfee Associates, Inc. (1)
100 - 100 Microsoft Corp. (1)
4,500 - 4,500 Misys plc ORD
1,250 - 1,250 Oracle Systems Corp. (1)
1,000 - 1,000 Rational Software Corp. (1)
- 500 500 SAP AG ORD
1,200 - 1,200 Transaction Systems Architects, Inc. (1)
2,500 - 2,500 Vanstar Corp. (1)
Computer Systems--1.6%
- 6,000 6,000 Chips & Technologies, Inc. (1)
- 6,600 6,600 Compaq Computer Corp. (1)
200 - 200 Dell Computer Corp. (1)
200 1,500 1,700 Gateway 2000, Inc. (1)
- 2,500 2,500 Intel Corp.
400 3,300 3,700 International Business Machines Corp.
- 3,500 3,500 Medic Computer Systems, Inc. (1)
600 - 600 Sun Microsystems, Inc. (1)
- 1,500 1,500 Tektronix, Inc.
Construction & Property Development--0.8%
- 5,000 5,000 Centex Corp.
- 1,500 1,500 Harsco Corp.
- 20,000 20,000 Henderson Land Development ORD
- 18,000 18,000 Hutchison Whampoa Ltd. ORD
- 3,000 3,000 Kaufman & Broad Home Corp.
- 5,000 5,000 Schuller Corp.
- 20,000 20,000 Standard Pacific Corp.
- 2,200 2,200 Vulcan Materials Co.
- 1,000 1,000 Webb (Del) Corp.
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
CBT Group PLC ADR (1) 34,500 - 34,500
Cap Gemini Sogeti SA ORD (1) 85,386 - 85,386
Clarify, Inc. (1) 35,800 - 35,800
Computer Associates International, Inc. 78,900 147,937 226,837
Compuware Corp. (1) 56,750 - 56,750
HBO & Co. 45,550 - 45,550
McAfee Associates, Inc. (1) 57,000 - 57,000
Microsoft Corp. (1) 15,694 - 15,694
Misys plc ORD 75,062 - 75,062
Oracle Systems Corp. (1) 61,406 - 61,406
Rational Software Corp. (1) 34,875 - 34,875
SAP AG ORD - 68,391 68,391
Transaction Systems Architects,Inc.(1) 44,100 - 44,100
Vanstar Corp. (1) 68,125 - 68,125
------------------------------------------------------
693,148 216,328 909,476
------------------------------------------------------
Chips & Technologies, Inc. (1) - 126,375 126,375
Compaq Computer Corp. (1) - 523,050 523,050
Dell Computer Corp. (1) 20,338 - 20,338
Gateway 2000, Inc. (1) 10,750 80,438 91,188
Intel Corp. - 317,188 317,188
International Business Machines Corp. 63,750 525,938 589,688
Medic Computer Systems, Inc. (1) - 118,125 118,125
Sun Microsystems, Inc. (1) 34,913 - 34,913
Tektronix, Inc. - 73,125 73,125
------------------------------------------------------
129,751 1,764,239 1,893,990
------------------------------------------------------
Centex Corp. - 180,000 180,000
Harsco Corp. - 104,625 104,625
Henderson Land Development ORD - 201,112 201,112
Hutchison Whampoa Ltd. ORD - 139,097 139,097
Kaufman & Broad Home Corp. - 38,625 38,625
Schuller Corp. - 48,125 48,125
Standard Pacific Corp. - 117,500 117,500
Vulcan Materials Co. - 136,950 136,950
Webb (Del) Corp. - 16,875 16,875
------------------------------------------------------
- 982,909 982,909
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Consumer Products--1.1%
700 - 700 Avon Products, Inc.
2,000 6,000 8,000 Canon, Inc. ORD
600 - 600 Colgate-Palmolive Co.
- 2,200 2,200 Eastman Kodak Co.
800 - 800 Gillette Company
- 10,800 10,800 Hillenbrand Industries, Inc.
- 1,000 1,000 Miller (Herman), Inc.
1,200 - 1,200 Rexall Sundown, Inc. (1)
180 - 180 SMH Swiss Corporation for Microelectronics
and Watchmaking Industries Ltd. ORD
- 25,000 25,000 Sanyo Electric Company ORD
- 350 350 Snap-On, Inc.
2,000 - 2,000 Uni-Charm Corporation ORD
Diversified Companies--0.8%
5,100 - 5,100 BBA Group plc ORD
5,000 - 5,000 Email Ltd. ORD
600 5,900 6,500 General Electric Co. (U.S.)
3,900 - 3,900 Granada Group plc ORD
4,000 - 4,000 Nikon Corp. ORD
7,700 - 7,700 Siebe plc ORD
4,600 - 4,600 Southcorp Holdings Ltd. ORD
Electrical & Electronic Components--1.4%
2,500 - 2,500 AMP, Inc.
2,000 - 2,000 Advantest Corp. ORD
3,000 - 3,000 Anicom, Inc. (1)
- 6,600 6,600 Coherent, Inc. (1)
- 2,500 2,500 Fluke Corp.
- 6,400 6,400 Johnson Controls, Inc.
500 - 500 Intel Corp.
- 2,500 2,500 Park Electrochemical Corp.
1,000 - 1,000 RadiSys Corp. (1)
- 1,500 1,500 Raychem Corp.
- 4,000 4,000 Rexel, Inc. (1)
1,000 2,000 3,000 Sony Corp. ORD
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Avon Products, Inc. 39,025 - 39,025
Canon, Inc. ORD 42,166 126,593 168,759
Colgate-Palmolive Co. 55,575 - 55,575
Eastman Kodak Co. - 178,200 178,200
Gillette Company 59,000 - 59,000
Hillenbrand Industries, Inc. - 398,250 398,250
Miller (Herman), Inc. - 47,000 47,000
Rexall Sundown, Inc. (1) 30,600 - 30,600
SMH Swiss Corporation for Microelectronics
and Watchmaking Industries Ltd. ORD 114,958 - 114,958
Sanyo Electric Company ORD - 117,143 117,143
Snap-On, Inc. - 12,688 12,688
Uni-Charm Corporation ORD 48,316 - 48,316
------------------------------------------------------
389,640 879,874 1,269,514
------------------------------------------------------
BBA Group plc ORD 29,843 - 29,843
Email Ltd. ORD 14,326 - 14,326
General Electric Co. (U.S.) 62,400 613,600 676,000
Granada Group plc ORD 56,693 - 56,693
Nikon Corp. ORD 48,843 - 48,843
Siebe plc ORD 122,937 - 122,937
Southcorp Holdings Ltd. ORD 15,126 - 15,126
------------------------------------------------------
350,168 613,600 963,768
------------------------------------------------------
AMP, Inc. 95,625 - 95,625
Advantest Corp. ORD 85,387 - 85,387
Anicom, Inc. (1) 28,687 - 28,687
Coherent, Inc. (1) - 286,275 286,275
Fluke Corp. - 107,813 107,813
Johnson Controls, Inc. - 496,000 496,000
Intel Corp. 63,406 - 63,406
Park Electrochemical Corp. - 56,875 56,875
RadiSys Corp. (1) 45,625 - 45,625
Raychem Corp. - 127,875 127,875
Rexel, Inc. (1) - 55,500 55,500
Sony Corp. ORD 64,040 128,176 192,216
------------------------------------------------------
382,770 1,258,514 1,641,284
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Energy (Production & Marketing)--3.9%
1,800 - 1,800 Amoco Corp.
400 6,400 6,800 Atlantic Richfield Co.
2,800 - 2,800 British-Borneo Petroleum Syndicate plc ORD
700 - 700 Burlington Resources Inc.
4,200 - 4,200 Cairn Energy plc ORD (1)
7,700 - 7,700 Canadian 88 Energy Corp. ORD (1)
1,600 2,500 4,100 Chevron Corp.
- 1,700 1,700 Dresser Industries, Inc.
- 20,000 20,000 Enterprise Oil Plc ORD
3,800 1,800 5,600 Exxon Corp.
4,200 - 4,200 MAPCO Inc.
100 - 100 Mobil Corp.
1,400 - 1,400 Murphy Oil Corp.
- 1,500 1,500 Occidental Petroleum Corp.
- 4,100 4,100 Pan Energy Corp.
- 2,500 2,500 Petroleum Geo Services ORD (1)
- 4,100 4,100 Phillips Petroleum Co.
2,900 - 2,900 Renaissance Energy Ltd. ORD (1)
2,600 - 2,600 Rigel Energy Corp. ORD (1)
- 1,000 1,000 Royal Dutch Petroleum Co. ADR
- 2,000 2,000 Royal Dutch Petroleum Co. ORD
15,400 - 15,400 Santos Ltd. ORD
1,500 - 1,500 Seagull Energy Corp. (1)
500 - 500 Talisman Energy, Inc. ORD (1)
2,600 - 2,600 Tarragon Oil & Gas Ltd. ORD (1)
400 4,600 5,000 Texaco Inc.
- 1,329 1,329 Total SA ORD
- 2,800 2,800 USX-Marathon Group
- 3,000 3,000 Union Tex Petroleum Holdings
2,600 - 2,600 Unocal Corp.
Energy (Services)--0.1%
900 - 900 Baker Hughes Inc.
6,000 - 6,000 Saipem S.p.A. ORD
2,700 - 2,700 Smedvig ASA Cl A ORD
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Amoco Corp. 139,725 - 139,725
Atlantic Richfield Co. 55,650 890,400 946,050
British-Borneo Petroleum Syndicate plc ORD 30,038 - 30,038
Burlington Resources Inc. 37,100 - 37,100
Cairn Energy plc ORD (1) 24,930 - 24,930
Canadian 88 Energy Corp. ORD (1) 34,236 - 34,236
Chevron Corp. 107,200 167,500 274,700
Dresser Industries, Inc. - 55,675 55,675
Enterprise Oil Plc ORD - 200,098 200,098
Exxon Corp. 359,575 170,325 529,900
MAPCO Inc. 141,750 - 141,750
Mobil Corp. 12,100 - 12,100
Murphy Oil Corp. 71,400 - 71,400
Occidental Petroleum Corp. - 36,000 36,000
Pan Energy Corp. - 180,400 180,400
Petroleum Geo Services ORD (1) - 93,830 93,830
Phillips Petroleum Co. - 185,012 185,012
Renaissance Energy Ltd. ORD (1) 101,756 - 101,756
Rigel Energy Corp. ORD (1) 28,515 - 28,515
Royal Dutch Petroleum Co. ADR - 169,875 169,875
Royal Dutch Petroleum Co. ORD - 336,906 336,906
Santos Ltd. ORD 62,674 - 62,674
Seagull Energy Corp. (1) 34,313 - 34,313
Talisman Energy, Inc. ORD (1) 16,859 - 16,859
Tarragon Oil & Gas Ltd. ORD (1) 28,034 - 28,034
Texaco Inc. 39,650 455,975 495,625
Total SA ORD - 106,183 106,183
USX-Marathon Group - 64,050 64,050
Union Tex Petroleum Holdings - 66,750 66,750
Unocal Corp. 105,950 - 105,950
------------------------------------------------------
1,431,455 3,178,979 4,610,434
------------------------------------------------------
Baker Hughes Inc. 32,962 - 32,962
Saipem S.p.A. ORD 27,755 - 27,755
Smedvig ASA Cl A ORD 56,725 - 56,725
------------------------------------------------------
117,442 - 117,442
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Environmental Services--0.2%
5,900 - 5,900 Browning-Ferris Industries, Inc.
700 - 700 Thermatrix Inc. (1)
1,300 - 1,300 USA Waste Services, Inc. (1)
500 - 500 United Waste Systems, Inc. (1)
1,000 - 1,000 WMX Technologies, Inc.
Financial Services--3.1%
- 1,500 1,500 ABN AMRO Holdings NV ORD
700 - 700 Acom Company, Ltd. ORD
- 4,200 4,200 American Express Credit Corp.
800 - 800 Amresco, Inc. (1)
- 2,000 2,000 AmSouth Bancorporation
- 6,950 6,950 Bear Stearns Companies Inc.
- 1,000 1,000 CS Holding AG ORD (1)
- 1,000 1,000 Edwards (A.G.), Inc.
1,500 10,500 12,000 Federal National Mortgage Association
- 2,900 2,900 Lehman Brothers Holdings, Inc.
- 29,000 29,000 Marubeni Corporation ORD
- 2,200 2,200 Merrill Lynch & Co., Inc.
- 5,600 5,600 Morgan Stanley Group, Inc.
- 7,000 7,000 Nomura Securities Co, Ltd. ORD
- 3,800 3,800 Paine Webber Group, Inc.
600 - 600 Promise Company Ltd. ORD
- 1,800 1,800 ReliaStar Financial Corp.
- 6,100 6,100 Salomon, Inc.
- 2,500 2,500 Student Loan Marketing Association
866 15,600 16,466 Travelers Group, Inc.
- 2,000 2,000 Washington Federal, Inc.
Food & Beverage--0.8%
1,200 - 1,200 Anheuser-Busch Companies, Inc.
6,225 - 6,225 Archer-Daniels-Midland Co.
57 - 57 Cadbury Schweppes plc ORD
1,900 - 1,900 Hudson Foods, Inc. Cl A
- 250 250 Nestle SA ORD
1,600 - 1,600 Northland Cranberries, Inc.
21,100 - 21,100 Parmalat Finanziaria S.p.A. ORD
4,100 - 4,100 Ralcorp Holdings, Inc. (1)
- 5,800 5,800 Sara Lee Corp.
1,900 - 1,900 Universal Foods Corp.
- 5,000 5,000 Whitbread Plc ORD
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Browning-Ferris Industries, Inc. 158,562 - 158,562
Thermatrix Inc. (1) 6,606 - 6,606
USA Waste Services, Inc. (1) 41,925 - 41,925
United Waste Systems, Inc. (1) 16,813 - 16,813
WMX Technologies, Inc. 36,000 - 36,000
------------------------------------------------------
259,906 - 259,906
------------------------------------------------------
ABN AMRO Holdings NV ORD - 97,057 97,057
Acom Company, Ltd. ORD 30,746 - 30,746
American Express Credit Corp. - 219,450 219,450
Amresco, Inc. (1) 17,300 - 17,300
AmSouth Bancorporation - 99,750 99,750
Bear Stearns Companies Inc. - 191,125 191,125
CS Holding AG ORD (1) - 106,240 106,240
Edwards (A.G.), Inc. - 31,250 31,250
Federal National Mortgage Association 61,875 433,125 495,000
Lehman Brothers Holdings, Inc. - 84,462 84,462
Marubeni Corporation ORD - 131,297 131,297
Merrill Lynch & Co., Inc. - 176,550 176,550
Morgan Stanley Group, Inc. - 336,700 336,700
Nomura Securities Co, Ltd. ORD - 118,154 118,154
Paine Webber Group, Inc. - 103,075 103,075
Promise Company Ltd. ORD 30,043 - 30,043
ReliaStar Financial Corp. - 100,350 100,350
Salomon, Inc. - 278,313 278,313
Student Loan Marketing Association - 240,313 240,313
Travelers Group, Inc. 38,970 702,000 740,970
Washington Federal, Inc. - 53,250 53,250
------------------------------------------------------
178,934 3,502,461 3,681,395
------------------------------------------------------
Anheuser-Busch Companies, Inc. 50,850 - 50,850
Archer-Daniels-Midland Co. 136,950 - 136,950
Cadbury Schweppes plc ORD 490 - 490
Hudson Foods, Inc. Cl A 34,675 - 34,675
Nestle SA ORD - 270,865 270,865
Northland Cranberries, Inc. 36,000 - 36,000
Parmalat Finanziaria S.p.A. ORD 33,069 - 33,069
Ralcorp Holdings, Inc. (1) 80,463 - 80,463
Sara Lee Corp. - 227,650 227,650
Universal Foods Corp. 70,300 - 70,300
Whitbread Plc ORD - 64,443 64,443
------------------------------------------------------
442,797 562,958 1,005,755
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Glass Products
1,000 - 1,000 Hoya Corp. ORD
Gold & Natural Resource Linked Investments--1.7%
- 4,000 4,000 Ashanti Goldfields GDR (Acquired 4-17-95,
Cost $101,500)(4)
- 10,000 10,000 Barrick Gold Corporation
- 12,000 12,000 Cambior, Inc.
- 20,000 20,000 Dayton Mining Corp. ORD (1)
- 8,000 8,000 Diamond Fields International ORD (1)
- 8,000 8,000 Driefontein Consolidated Ltd. ORD
- 8,000 8,000 Echo Bay Mines Ltd.
- 5,900 5,900 Freeport McMoran Copper & Gold
- 37,500 37,500 Indochina Goldfields, Ltd. ORD
(Acquired 10-22-96 through
10-28-96, Cost $269,196)(1)(4)
- 5,100 5,100 Newmont Mining Corporation
- 5,000 5,000 Placer Dome, Inc.
- 11,000 11,000 Santa Fe Pacific Gold Company
- 50,000 50,000 South Pacific Resources Corp. ORD (1)
- 13,000 13,000 TVX Gold, Inc. ORD (1)
Healthcare--0.3%
1,400 - 1,400 Bausch & Lomb, Inc.
2,900 - 2,900 Baxter International, Inc.
2,600 - 2,600 Capstone Pharmacy Services, Inc. (1)
1,000 - 1,000 Health Management Associates, Inc. (1)
900 - 900 NCS HealthCare, Inc. Cl A (1)
1,300 - 1,300 OccuSystems, Inc. (1)
400 - 400 PhyCor, Inc. (1)
- 4,400 4,400 RoTech Medical Corp. (1)
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Hoya Corp. ORD 37,510 - 37,510
------------------------------------------------------
Ashanti Goldfields GDR (Acquired 4-17-95,
Cost $101,500)(4) - 57,500 57,500
Barrick Gold Corporation - 300,000 300,000
Cambior, Inc. - 180,000 180,000
Dayton Mining Corp. ORD (1) - 108,869 108,869
Diamond Fields International ORD (1) - 1,777 1,777
Driefontein Consolidated Ltd. ORD - 91,057 91,057
Echo Bay Mines Ltd. - 49,500 49,500
Freeport McMoran Copper & Gold - 176,262 176,262
Indochina Goldfields, Ltd. ORD
(Acquired 10-22-96 through
10-28-96, Cost $269,196)(1)(4) - 363,822 363,822
Newmont Mining Corporation - 244,162 244,162
Placer Dome, Inc. - 118,125 118,125
Santa Fe Pacific Gold Company - 126,500 126,500
South Pacific Resources Corp. ORD (1) - 140,715 140,715
TVX Gold, Inc. ORD (1) - 91,000 91,000
------------------------------------------------------
- 2,049,289 2,049,289
------------------------------------------------------
Bausch & Lomb, Inc. 51,975 - 51,975
Baxter International, Inc. 123,250 - 123,250
Capstone Pharmacy Services, Inc. (1) 27,950 - 27,950
Health Management Associates, Inc. (1) 22,125 - 22,125
NCS HealthCare, Inc. Cl A (1) 24,750 - 24,750
OccuSystems, Inc. (1) 37,862 - 37,862
PhyCor, Inc. (1) 12,925 - 12,925
RoTech Medical Corp. (1) - 74,800 74,800
------------------------------------------------------
300,837 74,800 375,637
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Industrial Equipment & Machinery--1.9%
- 2,000 2,000 Case Corp.
500 4,000 4,500 Caterpillar Inc.
- 2,200 2,200 CDI Corp. (1)
3,700 - 3,700 Cooper Industries, Inc.
- 9,800 9,800 Dover Corp.
- 3,000 3,000 Foster Wheeler Corp.
- 4,900 4,900 Global Industrial Technologies, Inc. (1)
- 8,100 8,100 Ingersoll Rand Co.
- 200 200 Mannesmann AG ORD
- 1,800 1,800 Measurex Corp.
- 24,000 24,000 Mitsubishi Heavy Industries Ltd. ORD
- 1,000 1,000 SMC Corporation ORD
500 - 500 Sidel, SA ORD
- 5,000 5,000 United Engineers Ltd. ORD
Insurance--2.6%
1,000 - 1,000 Allstate Corp.
- 1,200 1,200 American Bankers Insurance Group, Inc.
400 6,500 6,900 American International Group, Inc.
700 - 700 Assurantieconcern Stad Rotterdam ORD
- 1,000 1,000 Axa SA ORD
1,300 500 1,800 CNA Financial Corp. (1)
2,000 - 2,000 Chubb Corp. (The)
- 1,400 1,400 CIGNA Corp.
- 2,000 2,000 Equitable of Iowa Companies
- 1,000 1,000 Fremont General Corp.
200 3,400 3,600 General Re Corp.
- 600 600 Loews Corp.
1,500 - 1,500 NAC Re Corp.
- 9,000 9,000 Old Republic International Corp.
- 10,000 10,000 Prudential Corp. Plc ORD
3,100 - 3,100 SAFECO Corp.
800 - 800 Sampo Insurance Company Ltd. ORD (1)
2,200 - 2,200 St. Paul Companies, Inc.
500 - 500 UNUM Corp.
- 300 300 Zeurich Versicherun ORD (1)
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Case Corp. - 105,000 105,000
Caterpillar Inc. 39,562 316,500 356,062
CDI Corp. (1) - 64,075 64,075
Cooper Industries, Inc. 153,550 - 153,550
Dover Corp. - 523,075 523,075
Foster Wheeler Corp. - 108,375 108,375
Global Industrial Technologies, Inc. (1) - 100,450 100,450
Ingersoll Rand Co. - 376,650 376,650
Mannesmann AG ORD - 83,368 83,368
Measurex Corp. - 44,325 44,325
Mitsubishi Heavy Industries Ltd. ORD - 196,220 196,220
SMC Corporation ORD - 67,868 67,868
Sidel, SA ORD 31,835 - 31,835
United Engineers Ltd. ORD - 45,311 45,311
------------------------------------------------------
224,947 2,031,217 2,256,164
------------------------------------------------------
Allstate Corp. 60,250 - 60,250
American Bankers Insurance Group,Inc. - 58,463 58,463
American International Group, Inc. 46,000 747,500 793,500
Assurantieconcern Stad Rotterdam ORD 27,580 - 27,580
Axa SA ORD - 60,042 60,042
CNA Financial Corp. (1) 139,750 53,750 193,500
Chubb Corp. (The) 108,500 - 108,500
CIGNA Corp. - 197,925 197,925
Equitable of Iowa Companies - 49,500 49,500
Fremont General Corp. - 31,125 31,125
General Re Corp. 33,750 573,750 607,500
Loews Corp. - 55,650 55,650
NAC Re Corp. 54,750 - 54,750
Old Republic International Corp. - 244,125 244,125
Prudential Corp. Plc ORD - 81,973 81,973
SAFECO Corp. 129,425 - 129,425
Sampo Insurance Company Ltd. ORD (1) 58,211 - 58,211
St. Paul Companies, Inc. 129,525 - 129,525
UNUM Corp. 35,563 - 35,563
Zeurich Versicherun ORD (1) - 84,992 84,992
------------------------------------------------------
823,304 2,238,795 3,062,099
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Leisure--0.4%
13,300 - 13,300 Crown Ltd. ORD (1)
700 - 700 HFS, Inc. (1)
- 8,000 8,000 King World Productions, Inc.
11,800 - 11,800 Ladbroke Group plc ORD
750 - 750 Studio Plus Hotels, Inc. (1)
1,600 - 1,600 Suburban Lodges of America, Inc. (1)
Medical Equipment & Supplies--0.3%
- 6,000 6,000 Becton Dickinson & Company
1,000 - 1,000 Boston Scientific Corp. (1)
- 3,100 3,100 Nellcor Puritan Bennett, Inc. (1)
1,200 - 1,200 Neuromedical Systems, Inc. (1)
- 1,000 1,000 United States Surgical Corp.
Metals & Mining--0.1%
900 - 900 Reynolds Metals Co.
- 1,000 1,000 Texas Industries, Inc.
Packaging & Containers--0.1%
5,600 - 5,600 Ball Corporation
Paper & Forest Products--0.3%
3,600 - 3,600 Chesapeake Corp.
2,100 - 2,100 Union Camp Corp.
3,600 - 3,600 Westvaco Corp.
Personal Services--0.1%
1,300 - 1,300 Equity Corporation International (1)
1,400 - 1,400 Service Corp. International
1,100 - 1,100 Stewart Enterprises, Inc.
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Crown Ltd. ORD (1) 30,528 - 30,528
HFS, Inc. (1) 45,325 - 45,325
King World Productions, Inc. - 305,000 305,000
Ladbroke Group plc ORD 40,675 - 40,675
Studio Plus Hotels, Inc. (1) 12,938 - 12,938
Suburban Lodges of America, Inc. (1) 27,300 - 27,300
------------------------------------------------------
156,766 305,000 461,766
------------------------------------------------------
Becton Dickinson & Company - 252,000 252,000
Boston Scientific Corp. (1) 58,375 - 58,375
Nellcor Puritan Bennett, Inc. (1) - 64,325 64,325
Neuromedical Systems, Inc. (1) 16,125 - 16,125
United States Surgical Corp. - 40,125 40,125
------------------------------------------------------
74,500 356,450 430,950
------------------------------------------------------
Reynolds Metals Co. 53,550 - 53,550
Texas Industries, Inc. - 56,875 56,875
------------------------------------------------------
53,550 56,875 110,425
------------------------------------------------------
Ball Corporation 137,200 - 137,200
------------------------------------------------------
Chesapeake Corp. 109,800 - 109,800
Union Camp Corp. 103,163 - 103,163
Westvaco Corp. 101,700 - 101,700
------------------------------------------------------
314,663 - 314,663
------------------------------------------------------
Equity Corporation International (1) 27,300 - 27,300
Service Corp. International 42,175 - 42,175
Stewart Enterprises, Inc. 37,400 - 37,400
------------------------------------------------------
106,875 - 106,875
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Pharmaceuticals--2.9%
1,000 - 1,000 Abbott Laboratories
700 - 700 American Home Products Corp.
- 4,000 4,000 Astra AB ORD
- 5,900 5,900 Bristol-Myers Squibb Co.
1,500 - 1,500 Dura Pharmaceuticals, Inc. (1)
- 10,000 10,000 Genzyme Corp. (1)
- 10,000 10,000 Glaxo Wellcome Plc ORD
700 6,200 6,900 Johnson & Johnson
1,300 - 1,300 Jones Medical Industries, Inc.
600 - 600 Lilly (Eli) & Co.
300 5,900 6,200 Merck & Co., Inc.
- 2,100 2,100 OrNda HealthCorp (1)
- 1,000 1,000 Pfizer, Inc.
174 150 324 Sandoz AG ORD
7,000 5,000 12,000 Sankyo Co Ltd. ORD
- 2,500 2,500 Sanofi SA ORD
Publishing--0.6%
3,600 - 3,600 American Greetings Corp. Cl A
1,500 - 1,500 Banta Corp.
1,200 - 1,200 Central Newspapers, Inc. Cl A
- 2,500 2,500 Gibson Greetings, Inc. (1)
3,000 - 3,000 Hollinger, Inc. ORD
1,200 - 1,200 McClatchy Newspapers, Inc.
- 6,500 6,500 Media General, Inc. Cl A
- 11,400 11,400 News Corporation Ltd. ORD
2,200 - 2,200 Quebecor Printing, Inc. ORD
4,800 - 4,800 VNU Tijdschriftengroep Nederland ORD
Railroads--0.3%
3,500 5,700 9,200 CSX Corp.
Restaurants
1,100 - 1,100 Rainforest Cafe, Inc. (1)
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Abbott Laboratories 55,750 - 55,750
American Home Products Corp. 44,975 - 44,975
Astra AB ORD - 191,514 191,514
Bristol-Myers Squibb Co. - 671,125 671,125
Dura Pharmaceuticals, Inc. (1) 55,875 - 55,875
Genzyme Corp. (1) - 227,500 227,500
Glaxo Wellcome Plc ORD - 164,493 164,493
Johnson & Johnson 37,187 329,375 366,562
Jones Medical Industries, Inc. 52,325 - 52,325
Lilly (Eli) & Co. 45,900 - 45,900
Merck & Co., Inc. 24,900 489,700 514,600
OrNda HealthCorp (1) - 61,163 61,163
Pfizer, Inc. - 89,625 89,625
Sandoz AG ORD 202,509 174,349 376,858
Sankyo Co Ltd. ORD 187,552 134,066 321,618
Sanofi SA ORD - 223,795 223,795
------------------------------------------------------
706,973 2,756,705 3,463,678
------------------------------------------------------
American Greetings Corp. Cl A 101,925 - 101,925
Banta Corp. 35,812 - 35,812
Central Newspapers, Inc. Cl A 52,200 - 52,200
Gibson Greetings, Inc. (1) - 47,187 47,187
Hollinger, Inc. ORD 28,567 - 28,567
McClatchy Newspapers, Inc. 37,050 - 37,050
Media General, Inc. Cl A - 206,375 206,375
News Corporation Ltd. ORD - 60,894 60,894
Quebecor Printing, Inc. ORD 40,105 - 40,105
VNU Tijdschriftengroep Nederland ORD 97,897 - 97,897
------------------------------------------------------
393,556 314,456 708,012
------------------------------------------------------
CSX Corp. 163,625 266,475 430,100
------------------------------------------------------
Rainforest Cafe, Inc. (1) 31,900 - 31,900
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Retail (Apparel)--0.3%
- 4,400 4,400 Gap, Inc.
- 3,700 3,700 Ross Stores, Inc.
Retail (Food & Drug)--0.8%
1,500 - 1,500 Albertson's, Inc.
- 15,000 15,000 Boots Company Plc ORD
5,200 - 5,200 Giant Food Inc. Cl A
- 3,000 3,000 Ito-Yokado Co., Ltd. ORD
- 6,100 6,100 Longs Drug Stores, Inc.
- 5,100 5,100 Ruddick Corp.
Retail (General Merchandise)--0.8%
900 2,400 3,300 Dayton Hudson Corp.
5,700 - 5,700 Dillard Department Stores, Inc. Cl A
200 - 200 Kohl's Corp. (1)
1,100 - 1,100 May Department Stores Co.
- 5,000 5,000 Marui Company ORD
- 1,000 1,000 Mercantile Stores Co., Inc.
1,300 - 1,300 Penney (J.C.) Company, Inc.
- 7,300 7,300 Sears, Roebuck & Co.
Retail (Specialty)--0.3%
- 2,800 2,800 CompUSA, Inc. (1)
1,200 - 1,200 Corporate Express, Inc. (1)
1,000 - 1,000 Cortefiel, S.A. ORD
1,000 - 1,000 Fastenal Co.
700 - 700 Home Depot, Inc.
300 - 300 PETsMART, Inc. (1)
1,000 - 1,000 U.S. Office Products Co. (1)
1,700 - 1,700 Wilmar Industries, Inc. (1)
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Gap, Inc. - 141,350 141,350
Ross Stores, Inc. - 188,238 188,238
------------------------------------------------------
- 329,588 329,588
------------------------------------------------------
Albertson's, Inc. 52,312 - 52,312
Boots Company Plc ORD - 159,911 159,911
Giant Food Inc. Cl A 175,500 - 175,500
Ito-Yokado Co., Ltd. ORD - 151,648 151,648
Longs Drug Stores, Inc. - 305,762 305,762
Ruddick Corp. - 67,575 67,575
------------------------------------------------------
227,812 684,896 912,708
------------------------------------------------------
Dayton Hudson Corp. 34,988 93,300 128,288
Dillard Department Stores, Inc. Cl A 174,563 - 174,563
Kohl's Corp. (1) 7,975 - 7,975
May Department Stores Co. 53,625 - 53,625
Marui Company ORD - 94,945 94,945
Mercantile Stores Co., Inc. - 50,250 50,250
Penney (J.C.) Company, Inc. 69,875 - 69,875
Sears, Roebuck & Co. - 363,175 363,175
------------------------------------------------------
341,026 601,670 942,696
------------------------------------------------------
CompUSA, Inc. (1) - 126,000 126,000
Corporate Express, Inc. (1) 33,675 - 33,675
Cortefiel, S.A. ORD 30,467 - 30,467
Fastenal Co. 43,063 - 43,063
Home Depot, Inc. 36,487 - 36,487
PETsMART, Inc. (1) 7,725 - 7,725
U.S. Office Products Co. (1) 31,000 - 31,000
Wilmar Industries, Inc. (1) 38,888 - 38,888
------------------------------------------------------
221,305 126,000 347,305
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
Tobacco--0.4%
1,200 - 1,200 Imasco, Ltd. ORD
700 4,300 5,000 Philip Morris Companies Inc.
Transportation--0.1%
- 3,000 3,000 Kysor Industrial Corp.
3,300 - 3,300 Stagecoach Holdings plc ORD
Utilities (Electric)--1.2%
4,700 - 4,700 Florida Progress Corp.
4,300 - 4,300 Kansas City Power & Light Co.
- 5,500 5,500 NIPSCO Industries, Inc.
2,800 - 2,800 Northern States Power Co. (Minn.)
5,200 - 5,200 Potomac Electric Power
1,600 - 1,600 Texas Utilities Electric Co.
- 9,000 9,000 Tokyo Electric Power ORD
3,900 - 3,900 Union Electric Co.
- 1,000 1,000 United Illuminating Co.
- 3,000 3,000 VEBA AG ORD
Utilities (Natural Gas)--0.4%
- 2,700 2,700 Columbia Gas System, Inc. (The)
- 1,000 1,000 Eastern Enterprises
- 1,600 1,600 Indiana Energy Inc.
- 6,400 6,400 Pacific Enterprises
- 1,000 1,000 People's Energy Corp.
Miscellaneous
1,250 - 1,250 Apollo Group Inc. Cl A (1)
1,500 - 1,500 Corrections Corporation of America (1)
Total Common Stocks--44.7%
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Imasco, Ltd. ORD 29,701 - 29,701
Philip Morris Companies Inc. 72,188 443,438 515,626
------------------------------------------------------
101,889 443,438 545,327
------------------------------------------------------
Kysor Industrial Corp. - 91,500 91,500
Stagecoach Holdings plc ORD 35,125 - 35,125
------------------------------------------------------
35,125 91,500 126,625
------------------------------------------------------
Florida Progress Corp. 152,163 - 152,163
Kansas City Power & Light Co. 121,475 - 121,475
NIPSCO Industries, Inc. - 213,125 213,125
Northern States Power Co. (Minn.) 131,950 - 131,950
Potomac Electric Power 135,200 - 135,200
Texas Utilities Electric Co. 63,200 - 63,200
Tokyo Electric Power ORD - 203,340 203,340
Union Electric Co. 155,025 - 155,025
United Illuminating Co. - 33,375 33,375
VEBA AG ORD - 175,347 175,347
------------------------------------------------------
759,013 625,187 1,384,200
------------------------------------------------------
Columbia Gas System, Inc. (The) - 174,487 174,487
Eastern Enterprises - 37,500 37,500
Indiana Energy Inc. - 38,600 38,600
Pacific Enterprises - 196,000 196,000
People's Energy Corp. - 36,250 36,250
------------------------------------------------------
- 482,837 482,837
------------------------------------------------------
Apollo Group Inc. Cl A (1) 32,578 - 32,578
Corrections Corporation of America (1) 37,313 - 37,313
------------------------------------------------------
69,891 - 69,891
------------------------------------------------------
14,457,278 38,685,461 53,142,739
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
PREFERRED STOCKS
Chemicals & Resins
450 - 450 Henkel KGaA ORD
U.S. TREASURY SECURITIES
$400,000 - $400,000 U.S. Treasury Notes, 6.50%, 4-30-97
- $2,000,000 2,000,000 U.S. Treasury Notes, 5.50%, 11-15-98
2,200,000 - 2,200,000 U.S. Treasury Notes, 5.00%, 2-15-99
- 5,000,000 5,000,000 U.S. Treasury Notes, 7.75%, 11-30-99
- 2,000,000 2,000,000 U.S. Treasury Notes, 5.50%, 12-31-00
1,500,000 - 1,500,000 U.S. Treasury Notes, 6.375%, 3-31-01
335,000 - 335,000 U.S. Treasury Notes, 6.625%, 7-31-01
1,725,000 - 1,725,000 U.S. Treasury Notes, 7.50%, 5-15-02
- 1,400,000 1,400,000 U.S. Treasury Notes, 6.50%, 5-15-05
1,300,000 - 1,300,000 U.S Treasury Notes, 7.00%, 7-15-06
- 1,125,000 1,125,000 U.S. Treasury Bonds, 12.00%, 8-15-13
- 1,050,000 1,050,000 U.S. Treasury Bonds, 8.75%, 5-15-17
875,000 - 875,000 U.S. Treasury Bonds, 6.75%, 8-15-26
Total U.S. Treasury Securities--18.7%
U.S. GOVERNMENT AGENCY SECURITIES
- 1,350,000 1,350,000 FHLMC, 7.93%, 1-20-05
- 1,000,000 1,000,000 FNMA, 8.20%, 12-23-96
100,000 - 100,000 FNMA, 7.60%, 1-10-97
- 500,000 500,000 FNMA, 6.45%, 6-10-03
Total U.S. Government Agency Securities--2.6%
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Henkel KGaA ORD 22,412 - 22,412
------------------------------------------------------
U.S. Treasury Notes, 6.50%, 4-30-97 402,000 - 402,000
U.S. Treasury Notes, 5.50%, 11-15-98 - 1,996,240 1,996,240
U.S. Treasury Notes, 5.00%, 2-15-99 2,172,500 - 2,172,500
U.S. Treasury Notes, 7.75%, 11-30-99 - 5,276,550 5,276,550
U.S. Treasury Notes, 5.50%, 12-31-00 - 1,979,060 1,979,060
U.S. Treasury Notes, 6.375%, 3-31-01 1,532,340 - 1,532,340
U.S. Treasury Notes, 6.625%, 7-31-01 345,784 - 345,784
U.S. Treasury Notes, 7.50%, 5-15-02 1,858,153 - 1,858,153
U.S. Treasury Notes, 6.50%, 5-15-05 - 1,442,434 1,442,434
U.S Treasury Notes, 7.00%, 7-15-06 1,385,722 - 1,385,722
U.S. Treasury Bonds, 12.00%, 8-15-13 - 1,651,635 1,651,635
U.S. Treasury Bonds, 8.75%, 5-15-17 - 1,320,701 1,320,701
U.S. Treasury Bonds, 6.75%, 8-15-26 913,281 - 913,281
------------------------------------------------------
8,609,780 13,666,620 22,276,400
------------------------------------------------------
FHLMC, 7.93%, 1-20-05 - 1,488,375 1,488,375
FNMA, 8.20%, 12-23-96 - 1,001,857 1,001,857
FNMA, 7.60%, 1-10-97 100,220 - 100,220
FNMA, 6.45%, 6-10-03 - 494,060 494,060
------------------------------------------------------
100,220 2,984,292 3,084,512
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
MORTGAGE-BACKED SECURITIES (3)
- 53,150 53,150 FNMA Pool #343829, 6.50%, 4-1-11
- 952,726 952,726 FNMA Pool #341477, 6.50%, 5-1-11
- 296,495 296,495 FNMA Pool #346400, 6.50%, 5-1-11
- 619,136 619,136 FNMA Pool #346779, 6.50%, 5-1-11
99,680 - 99,680 FNMA Pool #250576, 7.00%, 6-1-26
- 432,278 432,278 GNMA Pool #351417, 7.00%, 1-15-24
- 256,498 256,498 GNMA Pool #361446, 8.00%, 7-15-24
- 409,852 409,852 GNMA Pool #377238, 8.50%, 7-20-24
- 336,141 336,141 GNMA Pool #355903, 8.00%, 9-15-24
- 1,242,593 1,242,593 GNMA Pool #404303, 8.25%, 10-15-24
184,723 277,085 461,808 GNMA Pool #001991, 9.00%, 4-20-25
- 862,328 862,328 GNMA Pool #009297, 8.25%, 7-20-25
295,718 - 295,718 GNMA Pool #422006, 7.50%, 5-15-25
- 493,688 493,688 GNMA Pool #412177, 7.00%, 9-15-25
544,030 - 544,030 GNMA Pool #416856, 7.50%, 10-15-25
- 304,204 304,204 GNMA Pool #425081, 7.50%, 2-15-26
197,122 - 197,122 GNMA Pool #372335, 7.50%, 4-15-26
- 500,348 500,348 GNMA Pool #402680, 8.00%, 5-15-26
- 502,890 502,890 GNMA Pool #417068, 8.00%, 5-15-26
100,586 - 100,586 GNMA Pool #402682, 7.50%, 6-15-26
1,697,099 - 1,697,099 GNMA Pool #431942, 8.25%, 7-15-26
- 692,306 692,306 GNMA Pool #002273, 9.00%, 8-20-26
Total Mortgage-Backed Securities--9.8%
CORPORATE BONDS
100,000 - 100,000 Alcan Aluminium Ltd., 5.875%, 4-1-00
550,000 - 550,000 Citicorp, 7.125%, 5-15-06
- 300,000 300,000 Citizens Utilities Co.,7.60%,6-1-06
500,000 - 500,000 Enron Corp., 6.75%, 7-1-05
500,000 - 500,000 First Bank System Inc., 7.625%, 5-1-05
- 600,000 600,000 Ford Motor Credit Co., 6.25%, 11-8-00
200,000 - 200,000 Ford Motor Credit Co., 6.125%, 1-9-06
- 400,000 400,000 Hanson Overseas BV, 6.75%, 9-15-05
- 500,000 500,000 Japanese Financial Corp. for
Municipal Enterprises,7.735%,4-27-05
- 500,000 500,000 Korea Development Bank, 6.25%, 5-1-00
200,000 - 200,000 Lockheed Martin Corp., 6.85%, 5-15-01
- 500,000 500,000 Lockheed Martin Corp., 7.25%, 5-15-06
300,000 - 300,000 MBNA Corp., 6.875%, 6-1-05
- 500,000 500,000 Merrill Lynch & Co.,Inc.,8.00%,2-1-02
- 1,000,000 1,000,000 Midland Bank Plc, 6.95%, 3-15-11
- 500,000 500,000 News America Holdings,9.125%,10-15-99
100,000 - 100,000 Sears, Roebuck & Co., 6.00%, 5-1-00
Total Corporate Bonds--6.3%
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
FNMA Pool #343829, 6.50%, 4-1-11 - 52,701 52,701
FNMA Pool #341477, 6.50%, 5-1-11 - 944,685 944,685
FNMA Pool #346400, 6.50%, 5-1-11 - 293,992 293,992
FNMA Pool #346779, 6.50%, 5-1-11 - 613,911 613,911
FNMA Pool #250576, 7.00%, 6-1-26 99,074 - 99,074
GNMA Pool #351417, 7.00%, 1-15-24 - 431,600 431,600
GNMA Pool #361446, 8.00%, 7-15-24 - 264,832 264,832
GNMA Pool #377238, 8.50%, 7-20-24 - 426,762 426,762
GNMA Pool #355903, 8.00%, 9-15-24 - 347,062 347,062
GNMA Pool #404303, 8.25%, 10-15-24 - 1,290,731 1,290,731
GNMA Pool #001991, 9.00%, 4-20-25 194,358 291,631 485,989
GNMA Pool #009297, 8.25%, 7-20-25 - 885,906 885,906
GNMA Pool #422006, 7.50%, 5-15-25 300,390 - 300,390
GNMA Pool #412177, 7.00%, 9-15-25 - 491,066 491,066
GNMA Pool #416856, 7.50%, 10-15-25 552,642 - 552,642
GNMA Pool #425081, 7.50%, 2-15-26 - 308,576 308,576
GNMA Pool #372335, 7.50%, 4-15-26 200,236 - 200,236
GNMA Pool #402680, 8.00%, 5-15-26 - 515,669 515,669
GNMA Pool #417068, 8.00%, 5-15-26 - 518,288 518,288
GNMA Pool #402682, 7.50%, 6-15-26 102,175 - 102,175
GNMA Pool #431942, 8.25%, 7-15-26 1,756,276 - 1,756,276
GNMA Pool #002273, 9.00%, 8-20-26 - 729,950 729,950
------------------------------------------------------
3,205,151 8,407,362 11,612,513
------------------------------------------------------
Alcan Aluminium Ltd., 5.875%, 4-1-00 99,375 - 99,375
Citicorp, 7.125%, 5-15-06 568,563 - 568,563
Citizens Utilities Company, 7.60%, 6-1-06 - 322,671 322,671
Enron Corp., 6.75%, 7-1-05 503,125 - 503,125
First Bank System Inc., 7.625%, 5-1-05 533,125 - 533,125
Ford Motor Credit Co., 6.25%, 11-8-00 - 600,588 600,588
Ford Motor Credit Co., 6.125%, 1-9-06 192,750 - 192,750
Hanson Overseas BV, 6.75%, 9-15-05 - 402,944 402,944
Japanese Financial Corp. for
Municipal Enterprises, 7.735%, 4-27-05 - 530,578 530,578
Korea Development Bank, 6.25%, 5-1-00 - 501,208 501,208
Lockheed Martin Corp., 6.85%, 5-15-01 205,000 - 205,000
Lockheed Martin Corp., 7.25%, 5-15-06 - 521,816 521,816
MBNA Corp., 6.875%, 6-1-05 302,625 - 302,625
Merrill Lynch & Co., Inc., 8.00%, 2-1-02 - 536,510 536,510
Midland Bank Plc, 6.95%, 3-15-11 - 997,530 997,530
News America Holdings, 9.125%, 10-15-99 - 538,420 538,420
Sears, Roebuck & Co., 6.00%, 5-1-00 99,500 - 99,500
------------------------------------------------------
2,504,063 4,952,265 7,456,328
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
FOREIGN CORPORATE BONDS--0.6%
- DEM 1,100,000 1,100,000 Rheinische Hypobank, 5.625%, 7-3-01
SOVEREIGN GOVERNMENTS & AGENCIES
- DEM 600,000 600,000 Federal Republic of Germany, 6.00%,
9-15-03
CAD 150,000 - 150,000 Government of Canada, 7.25%, 6-1-03
- CAD 250,000 250,000 Government of Canada, 6.50%, 6-1-04
- FRF 700,000 700,000 Government of France, 7.00%,
11-12-99
FRF 1,000,000 - 1,000,000 Government of France, 8.50%, 4-25-03
- NLG 200,000 200,000 Government of Netherlands, 8.25%,
2-15-02
- ESP 25,000,000 25,000,000 Government of Spain, 10.50%,
10-30-03
- JPY 50,000,000 50,000,000 Inter American Development Bank,
4.50%, 3-20-03
- BEF 4,000,000 4,000,000 Kingdom of Belgium, 9.00%, 6-27-01
- DKK 1,000,000 1,000,000 Kingdom of Denmark, 8.00%, 5-15-03
- SEK 1,000,000 1,000,000 Kingdom of Sweden, 13.00%, 6-15-01
- AUD 200,000 200,000 Queensland Treasury Corporation
Global Note, 8.00%, 7-14-99
- ITL 200,000,000 200,000,000 Republic of Italy, 9.50%, 12-01-97
JPY 60,000,000 70,000,000 130,000,000 Republic of Italy, 3.50%, 6-20-01
DEM 1,100,000 - 1,100,000 Treuhandanstalt, 7.375%, 12-2-02
GBP 200,000 300,000 500,000 United Kingdom Treasury, 8.00%,
6-10-03
Total Sovereign Governments & Agencies--4.8%
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
Rheinische Hypobank, 5.625%, 7-3-01 - 740,675 740,675
------------------------------------------------------
Federal Republic of Germany, 6.00%,
9-15-03 - 406,484 406,484
Government of Canada, 7.25%, 6-1-03 121,394 - 121,394
Government of Canada, 6.50%, 6-1-04 - 193,564 193,564
Government of France, 7.00%, 11-12-99 - 144,914 144,914
Government of France, 8.50%, 4-25-03 226,934 - 226,934
Government of Netherlands, 8.25%,
2-15-02 - 133,754 133,754
Government of Spain, 10.50%,
10-30-03 - 231,960 231,960
Inter American Development
Bank, 4.50%, 3-20-03 - 505,411 505,411
Kingdom of Belgium, 9.00%, 6-27-01 - 148,202 148,202
Kingdom of Denmark, 8.00%, 5-15-03 - 187,172 187,172
Kingdom of Sweden, 13.00%, 6-15-01 - 189,004 189,004
Queensland Treasury Corporation Global
Note, 8.00%, 7-14-99 - 168,692 168,692
Republic of Italy, 9.50%, 12-01-97 - 134,749 134,749
Republic of Italy, 3.50%, 6-20-01 569,574 664,902 1,234,476
Treuhandanstalt, 7.375%, 12-2-02 797,321 - 797,321
United Kingdom Treasury, 8.00%,
6-10-03 351,223 526,835 878,058
------------------------------------------------------
2,066,446 3,635,643 5,702,089
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Shares/ Pro Forma
Principal Shares/ Combined
Amount Principal Shares/
Strategic Amount Prinicpal
Allocation: Capital Amount
Conservative Manager (Note 1)
COMMERCIAL PAPER & OTHER SHORT-TERM INVESETMENTS(2)
$520,000 $300,000 $820,000 American Family Financial, 5.24%, 2-13-97
- 463,000 463,000 Banque Nationale de Paris, 5.17%,
12-31-96
800,000 - 800,000 Caisse d'Amortissment de la
Dette Sociale, 5.17%, 12-4-96
- 550,000 550,000 Emerson Electric, 5.17%, 12-2-96
- 800,000 800,000 Ford Motor Credit Corp., 5.17%, 12-3-96
500,000 500,000 1,000,000 General Re Corp., 5.17%, 12-16-96
715,000 540,000 1,255,000 Hitachi Credit Corp., 5.17%, 12-23-96
- 541,000 541,000 Hitachi Credit America Corp., 5.22%,
4-30-97
650,000 165,000 815,000 IMI Funding Corp. (USA), 5.24%, 2-18-97
650,000 800,000 1,450,000 Kingdom of Sweden, 5.25%, 2-3-97
- 570,000 570,000 Merrill Lynch & Co., Inc., 5.25%, 1-30-97
- 1,000,000 1,000,000 Mitsubishi International, 5.25%, 1-10-97
- 1,500,000 1,500,000 Morgan Guaranty Euro Certificate
of Deposit, 5.45%, 2-7-97
- 500,000 500,000 Morgan Stanley Group, Inc., 5.25%,
1-27-97
1,200,000 - 1,200,000 National Australia, 5.25%, 1-7-97
- 289,000 289,000 Paccar Financial Corp., 5.25%, 1-17-97
350,000 - 350,000 Southwestern Bell, 5.17%, 12-24-96
Total Commercial Paper--11.6%
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
CONTINUATION OF COLUMNS
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
American Family Financial, 5.24%, 2-13-97 514,238 296,656 810,894
Banque Nationale de Paris, 5.17%, 12-31-96 - 460,798 460,798
Caisse d'Amortissment de la 799,648 - 799,648
Dette Sociale, 5.17%, 12-4-96
Emerson Electric, 5.17%, 12-2-96 - 549,911 549,911
Ford Motor Credit Corp., 5.17%, 12-3-96 - 799,531 799,531
General Re Corp., 5.17%, 12-16-96 498,858 498,751 997,609
Hitachi Credit Corp., 5.17%, 12-23-96 712,671 538,099 1,250,770
Hitachi Credit America Corp., 5.22%, 4-30-97 - 528,860 528,860
IMI Funding Corp. (USA), 5.24%, 2-18-97 642,330 163,002 805,332
Kingdom of Sweden, 5.25%, 2-3-97 643,741 792,316 1,436,057
Merrill Lynch & Co., Inc., 5.25%, 1-30-97 - 564,784 564,784
Mitsubishi International, 5.25%, 1-10-97 - 993,668 993,668
Morgan Guaranty Euro Certificate of Deposit, - 1,484,705 1,484,705
5.45%, 2-7-97
Morgan Stanley Group, Inc., 5.25%, 1-27-97 - 495,650 495,650
National Australia, 5.25%, 1-7-97 1,193,401 - 1,193,401
Paccar Financial Corp., 5.25%, 1-17-97 - 286,830 286,830
Southwestern Bell, 5.17%, 12-24-96 348,815 - 348,815
------------------------------------------------------
5,353,702 8,453,561 13,807,263
------------------------------------------------------
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
Market Value Pro Forma
Strategic Market Value Combined
Allocation: Capital Market Value
Conservative Manager (Note 1)
TEMPORARY CASH INVESTMENTS
Repurchase Agreement, Merrill Lynch & Co. Inc.,
(collateralized by U.S. Treasury obligations),
in a joint trading account at 5.50%, dated
11-29-96, due 12-2-96
(Delivery value $400,183) 400,000 - 400,000
Repurchase Agreement (Sanwa Bank), 5.70%, due
12-2-96, collateralized by $632,000 par value
U.S. Treasury Notes, 7.50%, due 11-15-01
(Delivery Value $664,315)(5) - 664,000 664,000
-------------------------------------------------------
Total Temporary Cash Investments-0.9% 400,000 664,000 1,064,000
-------------------------------------------------------
$36,719,052 $82,189,879 $118,908,931
=======================================================
TOTAL INVESTMENT SECURITIES--100.0%
continued
Pro Forma Combining
American Century Strategic Allocation: Conservative and
American Century Capital Manager Fund
Schedule of Investments (continued)
November 30, 1996 (Unaudited)
FORWARD FOREIGN CURRENCY CONTRACTS (Strategic Allocation: Conservative)
Unrealized
Contracts Settlement Value Gain
to Sell Dates $115,043 $1,262
149,638 CHF 12-31-96 253,474 2,156
389,171 DEM 12-30-96 98,820 1,111
515,966 FRF 12-31-96 200,810 2,346
22,759,125 JPY 12-30-96 36,530 322
-------- ------
62,919 NLG 12-31-96 $704,677 $7,197
(Value on Settlement Date $711,874) ======== ======
FUTURES CONTRACTS (Capital Manager)
Underlying
Expiration Face Amount Unrealized
Purchased Date at Value Gain
2 S&P 500 December
Futures 1996 $758,250 $97,250
======== =======
Notes to Schedule of Investments
ADR = American Depositary Receipt
AUD = Australian Dollar
BEF = Belgian Franc
CAD = Canadian Dollar
CHF = Swiss Franc
DKK = Danish Krone
DEM = German Mark
ESP = Spanish Peseta
FHLMC = Federal Home Loan Mortgage Corporation
FNMA = Federal National Mortgage Association
FRF = French Franc
GBP = British Pound
GDR = Global Depositary Receipt
GNMA = Government National Mortgage Association
ITL = Italian Lira
JPY = Japanese Yen
NLG = Netherlands Guilder
ORD = Foreign Ordinary Share
SEK = Swedish Krona
(1) Non-income producing
(2) Rates disclosed represent effective yield to maturity as of November 30,
1996.
(3) Final maturity indicated.
(4) Security was purchased under Rule 144A of the Securities Act of 1933 and,
unless registered under the Act or exempted from registration, may only be sold
to qualified institutional investors. The aggregate value of restricted
securities at November 30, 1996, was $421,322, which represented 0.5% of the net
assets of the Capital Manager Fund.
(5) Security has been segregated at the custodian bank for futures contracts.
</TABLE>
Notes to Pro Forma Financial Statements (unaudited)
1. Basis of Combination-The unaudited Pro Forma Combining Schedule of
Investments, Pro Forma Combining Statement of Assets and Liabilities
and Pro Forma Combining Statement of Operations reflect the accounts of
the American Century Strategic Allocation: Conservative Fund and
American Century Capital Manager Fund, at and for the period March 1,
1996 through November 30, 1996.
The pro forma statements give effect to the proposed transfer of the
assets and stated liabilities of the non-surviving fund, American
Century Capital Manager, in exchange for shares of the surviving
entity, American Century Strategic Allocation: Conservative Fund.
In accordance with generally accepted accounting principles, the
historical cost of investment securities will be carried forward to the
surviving fund and the results of operations for pre-combination
periods for the surviving fund will not be restated. The pro forma
statements do not reflect the expenses of either fund in carrying out
its obligation under the Agreement and Plan of Reorganization. Under
the terms of the Plan of Reorganization, the combination of the funds
will be treated as a tax-free business combination and accordingly will
be accounted for by a method of accounting for tax-free mergers of
investment companies (sometimes referred to as the pooling without
restatement method).
The Pro Forma Combining Schedule of Investments, Statement of Assets
and Liabilities and Statement of Operations should be read in
conjunction with the historical financial statements of the funds which
are incorporated by reference in the Statement of Additional
Information.
2. Portfolio Valuation-Portfolio securities traded primarily on a
principal securities exchange are valued at the last reported sales
price, or the mean of 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, depending
on local convention or regulation. 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. When valuations are not readily available, securities
are valued at fair value as determined in accordance with procedures
adopted by the Board of Directors.
3. Capital Shares-The pro forma net asset value per share assumes the
issuance of shares of the surviving fund which would have been issued
at November 30, 1996, in connection with the proposed reorganization.
The number of shares assumed to be issued is equal to the net asset
value of shares of the non-surviving fund, as of November 30, 1996,
divided by the net asset value per share of the shares of the surviving
fund as of November 30, 1996. The pro forma total number of shares
outstanding for the combined fund consists of the following at November
30, 1996:
Additional Shares
Combined Total Outstanding Shares of Assumed Issued
Fund Shares Surviving Fund in Reorganization
- --------------------------------------------------------------------------------
Strategic Allocation:
Conservative 22,073,982 6,296,444 15,777,538
<PAGE>
PART C OTHER INFORMATION.
Item 15 Indemnification.
As stated in Article IX of the Articles of Incorporation, incorporated
herein by reference to Exhibit 1 to the Registration Statement, "The corporation
shall indemnify to the full extent permitted by law each person who has served
at any time as director or officer of the corporation, and his heirs,
administrators, successors and assigns, against any and all reasonable expenses,
including counsel fees, amounts paid upon judgments, and amounts paid in
settlement (before or after suit is commenced) actually incurred by such person
in connection with the defense or settlement of any claim, action, suit or
proceeding in which he is made a party, or which may be asserted against him, by
reason of being or having been a director or officer of the corporation. Such
indemnification shall be in addition to any other rights to which such person
may be entitled under any law, bylaw, agreement, vote of stockholders, or
otherwise. Notwithstanding the foregoing, no officer or director of the
corporation shall be indemnified against any liability whether or not there is
an adjudication of liability, arising by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of duties within the meaning of
Section 17 (and the interpretations thereunder) of the Investment Company Act of
1940. Any determination to indemnify under this Article Ninth shall be made by
"reasonable and fair means" within the meaning of Section 17 and shall otherwise
comply with the Investment Company Act and interpretations thereunder."
As stated in Section 4 of the Distribution Agreement, incorporated
herein by reference to Exhibit 6 to Post-Effective Amendment No. 30, "Each of
the parties to this Agreement shall defend, indemnify and hold the other
harmless from and against any and all claims, demands, suits, actions, losses,
damages and other liabilities arising from, or as a result of, the acts or
omissions or acts and omissions of such party made or omitted in the course of
performing this Agreement.
Registrant hereby incorporates by reference, as though set forth fully
herein, Article VI of the Registrant's Bylaws, amended on May 17, 1995,
appearing as Exhibit 2 to Post-Effective Amendment No. 28 filed on May 29, 1996
(accession #773674-96-000004).
Item 16 Exhibits.
(1) (a) Articles of Incorporation are incorporated herein by reference to
Exhibit 1a of Pre-Effective Amendment No. 3 filed on December 1, 1995
(accession #0000924211-95-000001).
(b) Articles of Amendment, dated November 28, 1995, are incorporated
herein by reference to Exhibit 1b of Pre-Effective Amendment No. 3
filed on December 1, 1995 (accession #0000924211-95-000001).
(c) Articles Supplementary, dated December 26, 1995, are incorporated
herein by reference to Exhibit 1c to Pre-Effective Amendment No. 4
filed on February 5, 1996 (accession #0000924211-96-000001).
(d) Articles of Amendment, dated January 29, 1996, are incorporated
herein by reference to Exhibit 1d to Pre-Effective Amendment No. 4
filed on February 5, 1996 (accession #0000924211-96-000001).
(e) Articles Supplementary, dated January 29, 1996, are incorporated
herein by reference to Exhibit 1e to Pre-Effective Amendment No. 4
filed on February 5, 1996 (accession #0000924211-96-000001).
(f) Articles of Amendment, dated December 2, 1996, are incorporated
herein by reference to Exhibit 1f to Post-Effective Amendment No. 2
filed on March 26, 1997 (accession #0000927793-97-000006).
(g) Articles Supplementary, dated December 2, 1996, and incorporated
herein by reference to Exhibit 1f to Post-Effective Amendment No. 2
filed on March 26, 1997 (accession #0000927793-97-000006).
(2) Bylaws are incorporated herein by reference to Exhibit 2 of Pre-
Effective Amendment No. 3 filed on December 1, 1995 (accession
#773674-96-000004).
(3) Not applicable.
(4) Agreement and Plan of Reorganization filed herewith as Appendix I to
Part A on the Form N-14 and is incorporated herein by reference.
(5) Not applicable
(6) (a) Management Agreement between Twentieth Century Strategic Asset
Allocations, Inc. and Investors Research Corporation, dated February 1,
1996, is incorporated herein by reference to Exhibit 5 of Pre-Effective
Amendment No. 4 filed on February 5, 1996 (accession
#0000924211-96-000001).
(b) Management Agreement - Advisor Class between Twentieth Century
Strategic Asset Allocations, Inc. and Investors Research Corporation,
dated September 1, 1996, is incorporated herein by reference to
Post-Effective Amendment No. 1 filed on August 14, 1996 (accession
#0000924211-96-000005).
(c) Management Agreement - Service Class between Twentieth Century
Strategic Asset Allocations, Inc. and Investors Research Corporation,
dated September 1, 1996 is incorporated herein by reference to
Post-Effective Amendment No. 1 filed on August 14, 1996 (accession
##0000924211-96-000005).
(7) Distribution Agreement between TCI Portfolios, Inc., Twentieth Century
Capital Portfolios, Inc., Twentieth Century Investors, Inc., Twentieth
Century Premium Reserves, Inc., Twentieth Century Strategic Asset
Allocations, Inc., Twentieth Century World Investors, Inc., and
Twentieth Century Securities, Inc. dated September 3, 1996, is
incorporated herein by reference to Exhibit 6 to Post-Effective
Amendment No. 75 on form N-1A of Twentieth Century Investors, Inc.,
File No. 2-14213 filed June 14, 1996 (accession #0000100334-96-000011).
(8) Not Applicable.
(9) (a) Custodian Agreement between Twentieth Century Strategic Asset
Allocations, Inc. and The Chase Manhattan Bank, N.A. , dated as of
February 1, 1996, is incorporated herein by reference to Exhibit 8a to
Pre-Effective Amendment No. 4 on Form N-1A, filed February 5, 1996.
(accession #0000924211-96-000001).
(b) Custody Agreement by and among United Missouri Bank of Kansas City,
N.A., Investors Research Corporation, Twentieth Century Investors,
Inc., Twentieth Century World Investors, Inc., Twentieth Century
Premium Reserves, Inc., and Twentieth Century Capital Portfolios, Inc.,
dated September 12, 1995, is incorporated herein by reference to
Exhibit 8c to Pre-Effective Amendment No. 4 filed February 5, 1996
(accession #0000924211-96-000001).
(c) Custodian Agreement for ACH transactions, dated as of February 1,
1996, by and between Twentieth Century Strategic Asset Allocations,
Inc. and United Missouri Bank of Kansas City, N.A., dated September 12,
1995, is incorporated herein by reference to Exhibit 8d to
Pre-Effective Amendment No. 4 filed February 5, 1996. (accession
#0000924211-96-000001).
(d) Amendment No. 1 to Custody Agreement, dated January 25, 1996, by
and among the United Missouri Bank of Kansas City, N.A., Investors
Research Corporation, Twentieth Century Investors, Inc., Twentieth
Century World Investors, Inc., Twentieth Century Premium Reserves,
Inc., Twentieth Century Capital Portfolios, Inc., and Twentieth Century
Strategic Asset Allocations, Inc., dated January 25, 1996, is
incorporated herein by reference to Pre-Effective Amendment No. 4 filed
February 5, 1996. (accession #0000924211-96-000001).
(e) Global Custody Agreement between The Chase Manhattan Bank and The
Twentieth Century and Benham Funds, dated August 9, 1996, is
incorporated herein by reference to Post-Effective Amendment No. 31 of
American Century Government Income Trust, File No. 2-99222.
(f) Master Agreement between Commerce Bank, N.A. and Twentieth Century
Services, Inc. dated January 22, 1997, filed as Exhibit 8(d) is
incorporated herein by reference to Post-Effective Amendment No. 76 of
American Century Mutual Funds, Inc., File No. 2-14213.
(10) Not Applicable
(11) Opinion and Consent of Counsel as to the legality of the securities
being registered is included herein.
(12) Opinion and Consent of Counsel as to the tax matters and consequences
to shareholders is included herein.
(13) Transfer Agency Agreement between Twentieth Century Strategic Asset
Allocations, Inc. and Twentieth Century Services, Inc. dated February
1, 1996 is incorporated herein by reference to Exhibit 9 of
Pre-Effective Amendment No. 4 filed February 5, 1996. (accession
#0000924211-96-000001).
(14) (a) Consent of Ernst & Young LLP is included herein.
(b) Consent of KPMG Peat Marwick LLP is included herein.
(15) Not Applicable
(16) Power of Attorney dated February 15, 1997 is incorporated herein by
reference to Exhibit 17 of Post-Effective Amendment No. 2 filed March
26, 1997 (accession #0000927793-97-000006).
(17) (a) Form of Proxy
(b) Prospectus for American Century Strategic Asset Allocations, Inc.
dated April 1, 1997, filed March 27, 1997 is incorporated herein by
reference (accession #0000924211-97-000006).
(c) Prospectus for American Century Manager Funds, dated April 1, 1997,
is incorporated herein by reference to Post-Effective Amendment No. 5
to the Registration Statement on Form N-1A, filed March 26, 1997
(accession #0000927793-97-000006).
(d) Statement of Additional Information for American Century Strategic
Asset Allocations, Inc., dated April 1, 1997 filed March 27, 1997 is
incorporated herein by reference (accession #0000924211-97-000006).
(e) Statement of Additional Information for American Century Capital
Manager Fund, dated April 1, 1997, is incorporated herein by reference
to Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A, filed March 26, 1997 (accession #0000927793-97-000006).
(f) Annual Report for American Century Strategic Asset Allocations,
Inc. dated November 30, 1996, filed January 29, 1997 is incorporated
herein by reference (accession #0000924211-97-000006).
(g) Annual Report for American Century Manager Funds, dated November
30, 1996, 1996, filed January 29, 1997 is incorporated herein by
reference (accession #0000927793-97-000004).
Item 17 Undertakings.
(a) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus
which is a part of this registration statement by any person or party
who is deemed to be an underwriter within the meaning of Rule 145 of
the Securities Act of 1933, as amended, the reoffering prospectus will
contain the information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable
form.
(b) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment
to the registration statement and will not be used until the amendment
is effective, and that, in determining any liability under the 1933
Act, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the
initial bona fide offering of them.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the Registrant, in the City
of Kansas City, State of Missouri, on the 18th day of April, 1997.
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
(Registrant)
By: /s/James E. Stowers III
James E. Stowers III, President
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
*James E. Stowers, Jr. Chairman of the Board, April 18, 1997
James E. Stowers, Jr. Director and Principal
Executive Officer
*James E. Stowers III President and Director April 18, 1997
James E. Stowers III
*Robert T. Jackson Executive Vice April 18, 1997
Robert T. Jackson President-Finance
and Principal Financial
Officer
*Maryanne Roepke Treasurer and Principal April 18, 1997
Maryanne Roepke Accounting Officer
*Thomas A. Brown Director April 18, 1997
Thomas A. Brown
*Robert W. Doering, M.D. Director April 18, 1997
Robert W. Doering, M.D.
*Linsley L. Lundgaard Director April 18, 1997
Linsley L. Lundgaard
*Donald H. Pratt Director April 18, 1997
Donald H. Pratt
*Lloyd T. Silver, Jr. Director April 18, 1997
Lloyd T. Silver, Jr.
*M. Jeannine Strandjord Director April 18, 1997
M. Jeannine Strandjord
*D. D. (Del) Hock Director April 18, 1997
D. D. (Del) Hock
*By /s/James E. Stowers III
James E. Stowers III
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT DESCRIPTION
EX-99.1a Articles of Incorporation are incorporated herein by reference to
Exhibit 1a of Pre-Effective Amendment No. 3 filed on December 1,
1995 (accession #0000924211-95-000001).
EX-99.1b Articles of Amendment, dated November 28, 1995, are incorporated
herein by reference to Exhibit 1b of Pre-Effective Amendment No.
3 filed on December 1, 1995 (accession #0000924211-95-000001).
EX-99.1c Articles Supplementary, dated December 26, 1995, are incorporated
herein by reference to Exhibit 1c to Pre-Effective Amendment No.
4 filed on February 5, 1996 (accession #0000924211-96-000001).
EX-99.1d Articles of Amendment, dated January 29, 1996, are incorporated
herein by reference to Exhibit 1d to Pre-Effective Amendment No.
4 filed on February 5, 1996 (accession #0000924211-96-000001).
EX-99.1e Articles Supplementary, dated January 29, 1996, are incorporated
herein by reference to Exhibit 1e to Pre-Effective Amendment No.
4 filed on February 5, 1996 (accession #0000924211-96-000001).
EX-99.1f Articles of Amendment, dated December 2, 1996, are incorporated
herein by reference to Exhibit 1f to Post-Effective Amendment No.
2 filed on March 26, 1997 (accession #0000927793-97-000006).
EX-99.1g Articles Supplementary, dated December 2, 1996, and incorporated
herein by reference to Exhibit 1f to Post-Effective Amendment No.
2 filed on March 26, 1997 (accession #0000927793-97-000006).
EX-99.2 Bylaws are incorporated herein by reference to Exhibit 2 of Pre-
Effective Amendment No. 3 filed on December 1, 1995 (accession
#773674-96-000004).
EX-99.4 Agreement and Plan of Reorganization filed herewith as Appendix I
to Part A on the Form N-14 and is incorporated herein by
reference.
EX-99.6a Management Agreement between Twentieth Century Strategic Asset
Allocations, Inc. and Investors Research Corporation, dated
February 1, 1996, is incorporated herein by reference to Exhibit
5 of Pre-Effective Amendment No. 4 filed on February 5, 1996
(accession #0000924211-96-000001).
EX-99.6b Management Agreement - Advisor Class between Twentieth Century
Strategic Asset Allocations, Inc. and Investors Research
Corporation, dated September 1, 1996, is incorporated herein by
reference to Post-Effective Amendment No. 1 filed on August 14,
1996 (accession #0000924211-96-000005).
EX-99.6c Management Agreement - Service Class between Twentieth Century
Strategic Asset Allocations, Inc. and Investors Research
Corporation, dated September 1, 1996 is incorporated herein by
reference to Post-Effective Amendment No. 1 filed on August 14,
1996 (accession ##0000924211-96-000005).
EX-99.7 Distribution Agreement between TCI Portfolios, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Investors,
Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century
Strategic Asset Allocations, Inc., Twentieth Century World
Investors, Inc., and Twentieth Century Securities, Inc. dated
September 3, 1996, is incorporated herein by reference to Exhibit
6 to Post-Effective Amendment No. 75 on form N-1A of Twentieth
Century Investors, Inc., File No. 2-14213 filed June 14, 1996
(accession #0000100334-96-000011).
EX-99.9a Custodian Agreement between Twentieth Century Strategic Asset
Allocations, Inc. and The Chase Manhattan Bank, N.A. , dated as
of February 1, 1996, is incorporated herein by reference to
Exhibit 8a to Pre-Effective Amendment No. 4 on Form N-1A, filed
February 5, 1996. (accession #0000924211-96-000001).
EX-99.9b Custody Agreement by and among United Missouri Bank of Kansas
City, N.A., Investors Research Corporation, Twentieth Century
Investors, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Premium Reserves, Inc., and Twentieth Century
Capital Portfolios, Inc., dated September 12, 1995, is
incorporated herein by reference to Exhibit 8c to Pre-Effective
Amendment No. 4 filed February 5, 1996 (accession
#0000924211-96-000001).
EX-99.9c Custodian Agreement for ACH transactions, dated as of February 1,
1996, by and between Twentieth Century Strategic Asset
Allocations, Inc. and United Missouri Bank of Kansas City, N.A.,
dated September 12, 1995, is incorporated herein by reference to
Exhibit 8d to Pre-Effective Amendment No. 4 filed February 5,
1996. (accession #0000924211-96-000001).
EX-99.9d Amendment No. 1 to Custody Agreement, dated January 25, 1996, by
and among the United Missouri Bank of Kansas City, N.A.,
Investors Research Corporation, Twentieth Century Investors,
Inc., Twentieth Century World Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Capital Portfolios,
Inc., and Twentieth Century Strategic Asset Allocations, Inc.,
dated January 25, 1996, is incorporated herein by reference to
Pre-Effective Amendment No. 4 filed February 5, 1996. (accession
#0000924211-96-000001).
EX-99.9e Global Custody Agreement between The Chase Manhattan Bank and The
Twentieth Century and Benham Funds, dated August 9, 1996, is
incorporated herein by reference to Post-Effective Amendment No.
31 of American Century Government Income Trust, File No. 2-99222.
EX-99.9f Master Agreement between Commerce Bank, N.A. and Twentieth
Century Services, Inc. dated January 22, 1997, filed as Exhibit
8(d) is incorporated herein by reference to Post-Effective
Amendment No. 76 of American Century Mutual Funds, Inc., File No.
2-14213.
EX-99.11 Opinion and Consent of Counsel as to the legality of the
securities being registered is included herein.
EX-99.12 Form of Opinion and Consent of Counsel as to the tax matters and
consequences to shareholders is included herein.
EX-99.13 Transfer Agency Agreement between Twentieth Century Strategic
Asset Allocations, Inc. and Twentieth Century Services, Inc.
dated February 1, 1996 is incorporated herein by reference to
Exhibit 9 of Pre-Effective Amendment No. 4 filed February 5,
1996. (accession #0000924211-96-000001).
EX-99.14a Consent of Ernst & Young LLP is included herein.
ES-99.14b Consent of KPMG Peat Marwick LLP is included herein.
EX-99.16 Power of Attorney dated February 15, 1997 is incorporated herein
by reference to Exhibit 17 of Post-Effective Amendment No. 2
filed March 26, 1997 (accession #0000927793-97-000006).
EX-99.17a Form of Proxy.
EX-99.17b Prospectus for American Century Strategic Asset Allocations, Inc.
dated April 1, 1997, field March 27, 1997 is incorporated herein
by reference (accession #0000924211-97-000006).
EX-99.17c Prospectus for Capital Manager Funds, dated April 1, 1997, is
incorporated herein by reference to Post-Effective Amendment No.
5 to the Registration Statement on Form N-1A, filed March 26,
1997 (accession #0000927793-97-000006).
EX-99.17d Statement of Additional Information for American Century
Strategic Asset Allocations, Inc., dated April 1, 1997 filed
March 27, 1997 is incorporated herein by reference (accession
#0000924211-97-000006).
EX-99.17e Statement of Additional Information for American Century Capital
Manager Fund, dated April 1, 1997, is incorporated herein by
reference to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed March 26, 1997 (accession
#0000927793-97-000006).
EX-99.17f Annual Report for American Century Strategic Asset Allocations,
Inc. dated November 30, 1996, filed January 29, 1997 is
incorporated herein by reference (accession
#0000924211-97-000006).
EX-99.17g Annual Report for American Century Manager Funds, dated November
30, 1996, 1996, filed January 29, 1997 is incorporated herein by
reference (accession #0000927793-97-000004).
CHARLES A. ETHERINGTON
Attorney At Law
4500 Main Street - P.O. Box 418210
Kansas City, Missouri 64141-9210
Telephone (816) 340-4051
Telecopier (816) 340-4964
-------------------------
American Century Strategic Asset Allocations, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri 64111
RE: Opinion Regarding the Legality of Shares of
American Century Strategic Asset Allocations, Inc. (the "Company")
Registration Nos. 33-79482/811-8532
Dear Ladies and Gentlemen:
I am counsel to American Century Strategic Asset Allocations, Inc, and as
such, I am generally familiar with its affairs. Based upon that familiarity, and
upon examination of such documents as I deemed relevant, it is my opinion that
the issuance and sale of Investor Class shares by the Company in connection with
the transactions contemplated by the Registration Statement on Form N-14, of
which this opinion is an exhibit, has been duly and validly authorized by all
appropriate action and, upon the delivery thereof and payment therefor in
accordance and in connection with the reorganization, the Investor Class shares
will be legally issued, fully paid and non assessable by the Company.
For the record, it should be noted that I am an officer of American Century
Services Corporation, an affiliated corporation of American Century Investment
Management, Inc., the investment advisor of American Century Mutual Funds, Inc.
I hereby consent to the inclusion of this opinion with the filing of the
Registration Statement on Form N-14.
Sincerely,
/s/Charles A. Etherington
Charles A. Etherington
Vice President and
Assistant General Counsel
DRAFT
________, 1997
Board of Trustees
American Century Capital Manager Fund
American Century Manager Funds
4500 Main Street
Kansas City, Missouri 64111
Board of Directors
American Century Strategic Allocation: Conservative Fund
American Century Strategic Asset Allocations, Inc.
4500 Main Street
Kansas City, Missouri 64111
Gentlemen:
You have requested our opinion regarding certain Federal income tax
consequences to the American Century Capital Manager Fund (the "Fund"), a
portfolio of American Century Manager Funds, to American Century Strategic
Allocation: Conservative Fund ("Acquiring"), a portfolio of American Century
Strategic Asset Allocations, Inc., and to the holders of the shares of
beneficial interest of the Fund, in connection with the proposed transfer of
substantially all of the properties of the Fund to Acquiring, in exchange solely
for voting shares of common stock of Acquiring ("Acquiring Shares") and the
assumption by Acquiring of all of the liabilities of the Fund followed by the
distribution of such Acquiring Shares received by the Fund in complete
liquidation and termination of the Fund, all pursuant to the Agreement and Plan
of Reorganization (the "Agreement") to be executed by the Fund and Acquiring and
included as an exhibit to Form N-14.
For purposes of this opinion, we have examined and rely upon (1) the
Agreement, (2) the Form N-14, dated _____, 1997, and filed by Acquiring on said
date with the Securities and Exchange Commission, and (3) letters of
representation furnished to us by Fund and Acquiring, and (4) such other
documents and instruments as we have deemed necessary or appropriate for
purposes of rendering this opinion. We assume that the transaction that is the
subject of this letter will be carried out in accordance with the terms of the
Agreement and as described in the documents we have examined. This opinion is
based upon the Internal Revenue Code of 1986, as amended (the "Code"), United
States Treasury regulations, judicial decisions, and administrative rulings and
pronouncements of the Internal Revenue Service, all as in effect on the date
hereof.
Based upon the foregoing, it is our opinion that, for Federal income
tax purposes:
(1) The acquisition by Acquiring of substantially all of the properties
of the Fund in exchange solely for Acquiring Shares and the assumption by
Acquiring of the liabilities of the Fund followed by the distribution of
Acquiring Shares to the shareholders of the Fund in exchange for their Fund
shares in complete liquidation and termination of the Fund, will constitute a
reorganization within the meaning of Section 368 of the Code. The Fund and
Acquiring will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code.
(2) The Fund will recognize no gain or loss upon transferring its
properties to Acquiring in exchange solely for Acquiring Shares and the
assumption by Acquiring of certain liabilities of the Fund or upon distributing
to its shareholders the Acquiring Shares received by the Fund in the transaction
pursuant to the Agreement.
(3) Acquiring will recognize no gain or loss upon receiving the
properties of the Fund in exchange for Acquiring Shares and the assumption by
Acquiring of certain liabilities of the Fund.
(4) The aggregate adjusted basis to Acquiring of the properties of the
Fund will be the same as the aggregate adjusted basis of those properties in the
hands of the Fund immediately before the exchange.
(5) Acquiring' holding periods with respect to the properties of the
Fund that Acquiring acquires in the transaction will include the respective
periods for which those properties were held by the Fund (except where
investment activities of Acquiring have the effect of reducing or eliminating a
holding period with respect to an asset).
(6) The shareholders of the Fund will recognize no gain or loss upon
receiving Acquiring Shares solely in exchange for Fund shares.
(7) The aggregate basis of the Acquiring Shares received by a
shareholder of the Fund in the transaction will be the same as the aggregate
basis of the Fund shares surrendered by the shareholder in exchange therefor.
(8) A Fund shareholder's holding period for the Acquiring Shares
received by the shareholder in the transaction will include the holding period
during which the shareholder held the Fund shares surrendered in exchange
therefor, provided that the shareholder held such shares as a capital asset on
the date of Reorganization.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations to be made
to us.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form N-14 filed by Acquiring with the Securities and
Exchange Commission.
Very truly yours,
Dechert Price & Rhoads
ERNST & YOUNG LLP
Certified Public Accountants
One Kansas City Place - Suite 2000
1200 Main Street
Kansas City, Missouri 64105
Telephone (816) 474-5200
Fax (816) 480-5555
Consent of Independent Auditors
American Century Mutual Funds, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri 64111
We consent to the references to our firm under the captions "Financial
Highlights" and "Independent Auditors" and the use of our report dated January
3, 1997, on the financial statements of American Century Strategic Asset
Allocations, Inc. in the Registration Statement (Form N-1A) of the Fund which is
incorporated by reference in, and reference to our firm in Appendix I of the
post-effective amendment to the Registration Statement (Form N-14) of American
Century Strategic Asset Allocations, Inc. filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
April 18, 1997
Independent Auditors' Consent
-----------------------------
The Board of Trustees
American Century Manager Funds:
We consent to the use of our reports incorporated herein by reference and the
reference to our Firm under the headings "COMPARISON OF CERTAIN INFORMATION
REGARDING THE FUNDS" AND "FINANCIAL STATEMENTS" in the Prospectus contained in
Part A of the combined Prospectus/Proxy Statement on Form N-14.
/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Kansas City, Missouri
April 18, 1997
FORM OF PROXY
American Century Manager Funds
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF American Century
Capital Manager Fund, a portfolio of American Century Manager Funds for use at a
meeting of shareholders to be held at American Century Tower I, Kansas City,
Missouri on July 30, 1997.
I hereby appoint -------------- and ----------, and each of them, with
full power of substitution as my proxy to vote at the meeting and at all
adjournments or postponements thereof, all shares of beneficial interest,
evidencing interests in the American Century Capital Manager Fund, which I held
of record on May 17, 1997, the record date for the meeting, upon the following
matters and upon any other matter which may come before the meeting, in their
discretion:
1. Proposal to approve an Agreement and Plan of Reorganization and the
transactions contemplated thereby, including: (a) the transfer of
substantially all of the assets and liabilities of the Capital Manager
Fund to the American Century Strategic Allocation: Conservative Fund,
a portfolio of the American Century Strategic Asset Allocations, Inc.
("Strategic Allocation: Conservative Fund"); the distribution of the
Strategic Allocation: Conservative Fund shares to the shareholders of
the Capital Manager Fund according to their respective interests; and
the termination under state law and the Investment Company Act of
1940, as amended, of American Century Manager Funds.
FOR AGAINST ABSTAIN
/ / / / / /
2. In their discretion, the parties are authorized to vote upon such
other business as may properly come before the meeting.
FOR AGAINST ABSTAIN
/ / / / / /
Every properly signed proxy will be voted in the manner specified
hereon and, in the absence of specification, will be treated as GRANTING
authority to vote FOR Proposals 1 and 2.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated: -------------------------------------------
X-------------------------------------------
Signature
X-------------------------------------------
Signature, if held jointly
Please execute and return promptly in the enclosed envelope each accompanying
proxy card which is being solicited by your Board of Trustees. Please return
your proxy card even if you are planning to attend the meeting. This is
important to ensure a quorum at the meeting. Proxies may be revoked at any time
before they are exercised by submitting to a written notice of revocation or a
subsequently executed proxy or by attending the meeting and voting in person.
