AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS INC
485BPOS, 1997-03-27
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    As filed with the Securities and Exchange Commission on March 26, 1997

             1933 Act File No. 33-79482; 1940 Act File No. 811-8532
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

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

         Post-Effective Amendment No.__2__                          __X__

                                     and/or

REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940                                       _X__
                                                                     
         Amendment No.__2__


               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
               ---------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

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


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


                             James E. Stowers III
        Twentieth Century Tower, 4500 Main Street, Kansas City, MO 64111
        ---------------------------------------------------------------- 
                    (Name and address of Agent for service)
 
         Approximate Date of Proposed Public Offering: April 1, 1997

It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b) of Rule 485 
__X__ on April 1, 1997 pursuant to paragraph (b) of Rule 485 
_____ 60 days after filing pursuant to paragraph (a) of Rule 485 
_____ on (date) pursuant to paragraph (a) of Rule 485 
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on (date) pursuant to paragraph (a)(2) of Rule 485


The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24F-2 Notice for the
fiscal  year  ending   November  30,  1996,  was  filed  on  January  28,  1997.
================================================================================
<PAGE>
================================================================================
                              CROSS REFERENCE SHEET

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

         N-1A Item No.              Location
         -------------              --------
PART A

Item 1. Cover Page                  Cover Page
Item 2. Synopsis                    Transaction and Operating
                                    Expense Table
Item 3. Condensed Financial         Financial Highlights
          Information
Item 4. General Description         Investment Policies of
          Registrant                the Funds; Other Investment
                                    Practices, Their Characteristics
                                    and Risks; Performance
                                    Advertising; Distribution
                                    of Fund Shares; Further
                                    Information About
                                    American Century
Item 5. Management of the           Management
        Fund
Item 6. Capital Stock and           Further Information About
        Other Securities            American Century
Item 7. Purchase of Securities      How to Open An Account;
        Being Offered               How to Exchange From One
                                    Account to Another;
                                    Share Price; Distribution
Item 8. Redemption                  How to Redeem Shares;
                                    Signature Guarantee
Item 9. Pending Legal               N/A
        Proceedings


- --------------------------------------------------------------------------------
PART B
- --------------------------------------------------------------------------------

Item 10. Cover Page                 Cover Page
Item 11. Table of Contents          Table of Contents
Item 12. General Information        N/A
Item 13. Investment Objectives      Investment Objectives of
         and Policies               the Funds; Fundamental Policies
                                    of the Funds; Additional
                                    Investment Restrictions;
                                    Forward Currency Exchange
                                    Contracts; An Explanation of
                                    Fixed Income Securities Ratings;
                                    Short Sales; Portfolio Turnover
Item 14. Management of the          Officers and Directors;
         Registrant                 Management;
                                    Custodians
Item 15. Control Persons            Capital Stock
         and Principal
         Holders of Securities
Item 16. Investment Advisory        Management;
         and Other Services         Custodians
Item 17. Brokerage Allocation       Brokerage;
                                    Performance Advertising
Item 18. Capital Stock and          Capital Stock;
         Other Securities           Multiple Class Structure
Item 19. Purchase, Redemption       N/A
         and Pricing of
         Securities Being
         Offered
Item 20. Tax Status                 N/A
Item 21. Underwriters               N/A
Item 22. Calculation of Yield       Performance Advertising
         Quotations of Money
         Market Funds
Item 23. Financial Statements       Financial Statements

<PAGE>
                                   PROSPECTUS

                            [American Century Logo]

   
                                  APRIL 1, 1997
    


                                    AMERICAN
                                    CENTURY
                                     GROUP

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

INVESTOR CLASS

                                 [front cover]


                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS


     American  Century  Investments  offers you nearly 70 fund choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.


                          American Century Investments


   BENHAM GROUP(R)        AMERICAN CENTURY GROUP      TWENTIETH CENTURY(R) GROUP
                                                                               
  MONEY MARKET FUNDS       ASSET ALLOCATION &                                 
GOVERNMENT BOND FUNDS       BALANCED FUNDS                 GROWTH FUNDS       
DIVERSIFIED BOND FUNDS  CONSERVATIVE EQUITY FUNDS       INTERNATIONAL FUNDS   
 MUNICIPAL BOND FUNDS      SPECIALTY FUNDS             
                                                     
                      Strategic Allocation: Conservative
                        Strategic Allocation: Moderate    
                       Strategic Allocation: Aggressive  


                                                                
                                   PROSPECTUS

   
                                  APRIL 1, 1997
    


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


                                 INVESTOR CLASS

               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

   
     American Century Strategic Asset  Allocations,  Inc., is a part of American
Century  Investments,  a family of funds that includes  nearly 70 no-load mutual
funds  covering a variety of investment  opportunities.  Three of the funds that
diversify their investments among stocks, bonds and money market instruments are
described in this Prospectus.  Their investment  objectives are listed on page 2
of this Prospectus. The other funds are described in separate prospectuses.
    

     Through its Investor Class of shares,  American  Century offers investors a
full  line  of  no-load  funds,  investments  that  have  no  sales  charges  or
commissions.

   
     This Prospectus gives you information  about the funds that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated April 1, 1997,  and filed with the  Securities  and  Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:
    

                          American Century Investments
                       4500 Main Street o P.O. Box 419200
                Kansas City, Missouri 64141-6200 o 1-800-345-2021
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-753-1865
                        Internet: www.americancentury.com

     Additional  information,  including  this  Prospectus  and the Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



Prospectus                                                   1



INVESTMENT OBJECTIVES OF THE FUNDS


AMERICAN CENTURY
STRATEGIC ALLOCATION: CONSERVATIVE

AMERICAN CENTURY
STRATEGIC ALLOCATION: MODERATE

AMERICAN CENTURY
STRATEGIC ALLOCATION: AGGRESSIVE

     The  investment  objective  of each fund is to  provide  as high a level of
total return  (capital  appreciation  plus  dividend and interest  income) as is
consistent  with its risk  profile.  Each fund seeks to achieve  its  investment
objective  by  diversifying  investments  among  three  asset  classes -- equity
securities,  bonds and cash equivalent instruments, the mix of which will depend
on the risk profile of the particular fund. The funds are designed for investors
with investment time horizons of at least five years who want to diversify their
investments  among  these  various  asset  classes  through a single  investment
vehicle. See "Investment Policies of the Funds," page 6.

     There  is no  assurance  that  the  funds  will  achieve  their  respective
investment objectives.


NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  TO GIVE ANY  INFORMATION  OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.



2     Investment Objectives                       American Century Investments




                                TABLE OF CONTENTS


   
     Investment Objectives of the Funds ....................2
     Transaction and Operating Expense Table ...............4
     Financial Highlights ..................................5
    

     INFORMATION REGARDING THE FUNDS


     Investment Policies of the Funds ......................6
         Asset Allocation Funds ............................6
         Investment Strategy and
           Asset Diversification ...........................6
         Investment Approach and Practices .................7
         General Portfolio Management ......................8
     Other Investment Practices,
        Their Characteristics
        and Risks ..........................................9
         Equity Securities .................................9
         Foreign Securities ................................9
         Mortgage-Related and Other
            Asset-Backed Securities ........................10
         Forward Currency Exchange Contracts
          and Options Thereon ..............................11
         Portfolio Turnover ................................12
         Repurchase Agreements .............................12
         Futures Contracts .................................12
         Derivative Securities .............................13
         When-Issued Securities ............................14
         Short Sales .......................................14
         Rule 144A Securities ..............................14
     Performance Advertising ...............................14


     HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

     American Century Investments ..........................16
     Investing in American Century .........................16
     How to Open an Account ................................16
                  By Mail ..................................16
                  By Wire ..................................16
                  By Exchange ..............................17
                  In Person ................................17
         Subsequent Investments ............................17
                  By Mail ..................................17
                  By Telephone .............................17
                  By Online Access .........................17
                  By Wire ..................................17
                  In Person ................................17
         Automatic Investment Plan .........................17
     How to Exchange from One
        Account to Another .................................17
                  By Mail ..................................18
                  By Telephone .............................18
                  By Online Access .........................18
     How to Redeem Shares ..................................18
                  By Mail ..................................18
                  By Telephone .............................18
                  By Check-A-Month .........................18
                  Other Automatic Redemptions ..............18
         Redemption Proceeds ...............................18
                  By Check .................................18
                  By Wire and ACH ..........................18
         Special Requirements
           for Large Redemptions ...........................19
         Redemption of Shares in
           Low-Balance Accounts ............................19
     Signature Guarantee ...................................19
     Special Shareholder Services ..........................19
                  Automated Information Line19
                  Online Account Access ....................20
                  Open Order Service .......................20
                  Tax-Qualified Retirement Plans ...........20
     Important Policies
        Regarding Your Investments .........................20
     Reports to Shareholders ...............................21
     Employer-Sponsored Retirement Plans
        and Institutional Accounts .........................22


     ADDITIONAL INFORMATION YOU SHOULD KNOW

     Share Price ...........................................23
         When Share Price Is Determined ....................23
         How Share Price Is Determined .....................23
         Where to Find Information
           About Share Price ...............................24
     Distributions .........................................24
     Taxes .................................................24
         Tax-Deferred Accounts .............................24
         Taxable Accounts ..................................25
     Management ............................................25
         Investment Management .............................25
         Code of Ethics ....................................27
         Transfer and Administrative Services ..............27
     Distribution of Fund Shares ...........................28
     Further Information About American Century ............28



Prospectus                                        Table of Contents         3

<TABLE>
<CAPTION>

                     TRANSACTION AND OPERATING EXPENSE TABLE


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

     SHAREHOLDER TRANSACTION EXPENSES:

     Maximum Sales Load
<S>                                       <C>               <C>                <C>
       Imposed on Purchases .............   none              none              none
     Maximum Sales Load Imposed
       on Reinvested Dividends ..........   none              none              none
     Deferred Sales Load ................   none              none              none
     Redemption Fee (1) .................   none              none              none
     Exchange Fee .......................   none              none              none

     ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):

     Management Fees ....................   1.00% (2)         1.10% (3)         1.20% (4)
     12b-1 Fees .........................   none              none              none
     Other Expenses(5) ..................   0.00%             0.00%             0.00%
     Total Fund Operating Expenses ......   1.00%             1.10%             1.20%

     EXAMPLE:
     You would pay the following
     expenses on                    1 year   $10              $11               $12
     a $1,000 investment,
     assuming a 5% annual           3 years   32               35                38
     return and redemption
     at the end of each
     time period(6):

(1)  Redemption  proceeds sent by wire transfer are subject to a $10  processing
     fee.

(2)  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.

(3)  The fund  pays an  annual  management  fee  equal to 1.10% of its  first $1
     billion of average  net  assets  and 1.00% of  average  net assets  over $1
     billion.

(4)  The fund  pays an  annual  management  fee  equal to 1.20% of its  first $1
     billion of average  net  assets  and 1.10% of  average  net assets  over $1
     billion.

   
(5)  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 0.01 of 1% of average
     net assets for the fund's most recent fiscal year.
    

(6)  Assumes  that the average net assets of the funds  remain  constant at less
     than $1 billion.
</TABLE>

     The purpose of this table is to help you  understand  the various costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection  with an  investment  in the class of shares of the funds  offered by
this  Prospectus.  The  example  set forth  above  assumes  reinvestment  of all
dividends and  distributions  and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.

     NEITHER  THE 5% RATE OF  RETURN  NOR THE  EXPENSES  SHOWN  ABOVE  SHOULD BE
CONSIDERED  INDICATIONS OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

   
     The shares offered by this Prospectus are Investor Class shares and have no
up-front or deferred sales charges,  commissions, or 12b-1 fees. The funds offer
two other classes of shares,  primarily to  institutional  investors,  that have
different fee  structures  than the Investor  Class.  The  difference in the fee
structures  among the classes is the result of their separate  arrangements  for
shareholder  and  distribution  services and not the result of any difference in
amounts  charged  by  the  manager  for  core  investment   advisory   services.
Accordingly,  the core  investment  advisory  expenses  do not vary by class.  A
difference in fees will result in different  performance  for the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page 28.
    




4       Transaction and Operating Expense Table     American Century Investments


FINANCIAL HIGHLIGHTS


   
     The  Financial  Highlights  for the period  presented  have been audited by
Ernst & Young LLP,  independent  auditors,  whose report thereon  appears in the
funds' annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
November 30, 1996.

<TABLE>

                                    Strategic        Strategic         Strategic
                                    Allocation:      Allocation:       Allocation:
                                    Conservative(1)  Moderate(1)       Aggressive(1)


PER-SHARE DATA

Net Asset Value,
<S>                                 <C>              <C>               <C>  
  Beginning of Period ............  $5.00            $5.00             $5.00
                                    -----            -----             -----
Income from
  Investment Operations
     Net Investment Income .......    .13(2)           .10(2)            .07(2)
     Net Realized and Unrealized
       Gain on Investment
       Transactions ..............    .22              .39               .46
                                    -----            -----             -----
     Total from Investment
       Operations ................    .35              .49               .53
                                    -----            -----             -----
Distributions
     From Net
       Investment Income .........   (.09)            (.07)               --
                                    -----            -----             -----
Net Asset Value,
 End of Period ...................  $5.26            $5.42             $5.53
                                    =====            =====             =====

     Total Return(3) .............   7.02%            9.91%            10.60%

RATIOS/SUPPLEMENTAL DATA

     Ratio of Operating
       Expenses to Average
       Net Assets ................   1.01%(4)         1.10%(4)          1.20%(4)
     Ratio of Net Investment
       Income to Average
       Net Assets ................   3.67%(4)         2.52%(4)          1.72%(4)
     Portfolio Turnover Rate .....     44%              78%               64%
     Average Commission Paid
       per Investment
       Security Traded ...........   $.0271           $.0186            $.0202
     Net Assets,
       End of Period
       (in thousands) ............  $33,110          $57,836           $46,276

(1)  February 15, 1996 (inception) through November 30, 1996.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any. Total returns are not annualized.

(4)  Annualized.
</TABLE>

    
Prospectus                                          Financial Highlights      5


                        INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

     Each  fund's  investment  objective  is to  obtain as high a level of total
return (capital appreciation plus dividend and interest income) as is consistent
with  such  fund's  risk  profile.  As with all  mutual  funds,  there can be no
assurance that the funds will achieve their investment objectives.

     You should be aware that the names of the funds are intended to reflect the
relative short-term price volatility risk among the three asset allocation funds
offered in this Prospectus and not as an indication of the manager's  assessment
of the riskiness of the funds as compared to other mutual funds, including other
mutual funds within the American Century family of funds.

ASSET ALLOCATION FUNDS

     The funds pursue a flexible  approach  that  diversifies  the funds' assets
among various classes and categories of assets. Each fund has its own mix, which
gives it a distinct  risk profile and return  potential.  The three funds enable
investors to select the level of risk that is appropriate  for their  particular
situations   and  investment   goals.   See   "Investment   Strategy  and  Asset
Diversification," this page.

STRATEGIC ALLOCATION: CONSERVATIVE

     The  asset  mix of  Strategic  Allocation:  Conservative  seeks to  provide
shareholders  with regular income through its emphasis on bonds and money market
securities, combined with the potential for moderate long-term total return as a
result of its stake in equity securities. The fund's emphasis on bonds and money
market securities should help to provide a measure of principal protection while
the stock market is in a decline.

STRATEGIC ALLOCATION: MODERATE

     The asset mix of Strategic Allocation:  Moderate emphasizes  investments in
equity  securities,  but  maintains  a sizable  stake in bonds and money  market
securities.  This asset mix seeks to provide  long-term  growth and some regular
income, while helping to moderate losses when the stock market declines.

STRATEGIC ALLOCATION: AGGRESSIVE

     The asset mix of Strategic Allocation: Aggressive emphasizes investments in
equity  securities,  but  maintains  a portion  of its assets in bonds and money
market  securities.  This asset mix seeks to provide long-term growth,  together
with a small  amount of income to help  cushion  the  volatility  of the  equity
portfolio.

INVESTMENT STRATEGY AND ASSET DIVERSIFICATION

     The funds  seek to  achieve  their  investment  objectives  by  pursuing  a
strategic asset  allocation  strategy.  Each fund will diversify its investments
among three major asset classes -- equity securities,  bonds and cash equivalent
instruments.

     Each fund has its own neutral  mix that  represents  a benchmark  as to how
that  fund's  investments  will be  generally  allocated  among the major  asset
classes over the long term. Each fund's neutral mix is set forth below:

                                 Neutral Mixes
                           Equity                  Cash
Fund                     Securities      Bonds   Equivalents
Strategic Allocation:
Conservative                 40%          45%      15%
Strategic Allocation:
Moderate                     60%          30%      10%
Strategic Allocation:
Aggressive                   75%          20%       5%

     The mix of a fund  will  vary  over  short-term  periods  depending  on the
relative  performance of the various asset classes (for example,  when one class
of assets  increases or  decreases  in value at a different  rate than the other
classes).  In addition,  the manager may temporarily emphasize or de-emphasize a
class of assets based on market  conditions  regarding the relative value of the
asset  class in the near term.  However,  each fund has  operating  ranges  that
restrict



6    Information Regarding the Funds               American Century Investments



the  amount by which the  assets of each class may  fluctuate.  Those  operating
ranges are set forth below:

                                Operating Ranges
                           Equity                 Cash
Fund                     Securities    Bonds   Equivalents
Strategic Allocation:
Conservative               34-46%      38-52%    10-25%
Strategic Allocation:
Moderate                   50-70%      20-40%     5-20%
Strategic Allocation:
Aggressive                 60-90%      10-30%     0-15%

     In addition to diversifying  among asset classes,  the assets in the equity
and bond  classes  are  further  diversified  among  investment  categories  (or
sectors)  and  styles  within  those  classes.   See  "Investment  Approach  and
Practices,"  this page. The allocation of assets within a fund's operating range
and among the different  investment  categories within each class is designed to
provide a diversified portfolio emphasizing total return.

INVESTMENT APPROACH AND PRACTICES

     As described  above,  each fund's  assets are  allocated  among major asset
classes  according to their  respective  asset mix and subject to the applicable
operating  ranges.  Each fund's  assets are further  diversified  among  various
investment  categories  and  disciplines  within  the major  asset  classes,  as
described below.

Equity Securities

   
     The equity  portion of a fund's  portfolio  may be  invested in any type of
domestic or foreign equity security, primarily common stocks, that meets certain
fundamental and technical  standards of selection.  The manager  utilizes both a
growth and a value investment  discipline in managing the equity portion of each
fund's portfolio.
    

     The growth discipline seeks long-term capital  appreciation by investing in
companies  whose  earnings and revenue  trends meet the  manager's  standards of
selection,  which generally means that the companies have  demonstrated,  or, in
the  manager's  opinion,  have the  prospects  for  demonstrating,  accelerating
earnings and revenues as compared to prior periods and/or industry  competitors.
The value  investment  discipline  seeks  capital  growth by investing in equity
securities of well-established  companies that are believed by the manager to be
temporarily undervalued.

     The manager believes that both value investing and growth investing provide
the potential for appreciation  over time. Value investing tends to provide less
volatile  results.  This lower  volatility  means that the price of value stocks
tends not to fall as significantly as growth stocks do in down markets. However,
value stocks do not usually  appreciate as  significantly as growth stocks do in
up markets. In keeping with the  diversification  theme of these funds, and as a
result  of  management's  belief  that  these  styles  are  complementary,  both
disciplines will be represented to some degree in each portfolio at all times.

     As noted,  the value  investment  discipline tends to be less volatile than
the growth style. As a result, Strategic Allocation: Conservative will generally
have a higher  proportion  of its equity  investments  in value  stocks than the
other two funds. Likewise, Strategic Allocation:  Aggressive will generally have
a greater proportion of growth stocks than either Strategic Allocation: Moderate
or Strategic Allocation: Conservative.

     In addition,  the equity  portion of each fund's  portfolio will be further
diversified  among small,  medium and large  companies.  This approach  provides
investors with an additional level of  diversification  and enables investors to
achieve a broader exposure to the various  capitalization  ranges without having
to invest in multiple funds.

     Although  the  funds  will  remain   exposed  to  each  of  the  investment
disciplines  and  categories   described  above,  a  particular   discipline  or
investment  category may be  emphasized  when, in the  manager's  opinion,  such
discipline  or  investment  category  is  undervalued   relative  to  the  other
disciplines   or   categories.    See   "Other   Investment   Practices,   Their
Characteristics and Risks," page 9.

Bonds

     The fixed income portion of a fund's  portfolio will include U.S.  Treasury
securities,  securities issued or guaranteed by the U.S. government or a foreign
government, or an agency or instrumentality of the U.S. or a foreign government,
and non-convertible debt obliga-


Prospectus                                  Information Regarding the Funds    7




tions  issued by U.S.  or  foreign  corporations.  The funds may also  invest in
mortgage-related   and  other   asset-backed   securities  as  described   under
"Mortgage-Related  and  Other  Asset  Backed  Securities,"  page 10. As with the
equity  portion of a fund's  portfolio,  the bond portion of a fund's  portfolio
will  be  diversified  among  the  various  types  of  fixed  income  investment
categories  described  above.  The manager's  strategy is to actively manage the
portfolio by investing the fund's assets in sectors it believes are  undervalued
(relative to the other sectors) and which represent  better  relative  long-term
investment opportunities.

     The  value of fixed  income  securities  fluctuates  based  on  changes  in
interest rates and in the credit  quality of the issuer.  Debt  securities  that
comprise part of a fund's fixed income  portfolio  will  primarily be limited to
"investment grade"  obligations.  However,  Strategic  Allocation:  Moderate may
invest up to 5% of its assets, and Strategic  Allocation:  Aggressive may invest
up to 10% of its assets, in "high yield"  securities.  "Investment  grade" means
that at the time of purchase, such obligations are rated within the four highest
categories  by a nationally  recognized  statistical  rating  organization  [for
example, at least Baa by Moody's Investors Service,  Inc.  ("Moody's") or BBB by
Standard & Poor's  Corporation  ("S&P")],  or, if not rated,  are of  equivalent
investment  quality  as  determined  by the  investment  manager.  According  to
Moody's,   bonds  rated  Baa  are  medium-grade  and  possess  some  speculative
characteristics.  A BBB rating by S&P  indicates  S&P's  belief  that a security
exhibits a satisfactory degree of safety and capacity for repayment, but is more
vulnerable to adverse economic conditions and changing circumstances.

     "High yield" securities,  sometimes referred to as "junk bonds," are higher
risk,  non-convertible  debt  obligations  that are rated below investment grade
securities, or are unrated, but with similar credit quality.

     There are no credit or maturity restrictions on the fixed income securities
in which the high yield  portion of a fund's  portfolio  may be  invested.  Debt
securities rated lower than Baa by Moody's or BBB by S&P or their equivalent are
considered  by  many  to  be  predominantly  speculative.  Changes  in  economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered  for purchase by the fund are analyzed by the  investment  manager to
determine,  to the extent reasonably  possible,  that the planned  investment is
sound, given the investment  objective of the fund. See "An Explanation of Fixed
Income Securities Ratings" in the Statement of Additional Information.

     Under normal market conditions,  the maturities of fixed-income  securities
in which the funds invest will range from 2 to 30 years.

Cash Equivalents

     The cash  equivalent  portion  of a fund's  portfolio  may be  invested  in
high-quality  money market  instruments  (denominated in U.S. dollars or foreign
currencies), including U.S. government obligations,  obligations of domestic and
foreign banks, short-term corporate debt instruments and repurchase agreements.

GENERAL PORTFOLIO MANAGEMENT

     Within each asset  class,  each  fund's  holdings  will be invested  across
industry groups and issuers that meet its investment criteria. This diversity of
investment is intended to help reduce the risk created by  over-concentration in
a particular industry or issuer.

     The funds are "strategic"  rather than "tactical"  allocation funds,  which
means that the  manager  does not try to time the market to  identify  the exact
time when a major reallocation should be made.  Instead,  the manager utilizes a
longer-term  approach in pursuing  the funds'  investment  objectives,  and thus
selects a blend of investments in the various asset classes.

     The manager regularly  reviews each fund's  investments and allocations and
may make changes in the  particular  securities  within each asset class or to a
fund's asset mix (within the defined operating ranges) to favor investments that
it believes  will  provide  the most  favorable  outlook for  achieving a fund's
objective.  Recommended  reallocations  may be  implemented  promptly  or may be
implemented  gradually.  In order to minimize the impact of  reallocations  on a
fund's  performance,  the manager will  generally  attempt to reallocate  assets
gradually.

     In  determining  the  allocation  of assets among U.S. and foreign  capital
markets, the manager considers the condition and growth potential of the various
economies; the relative valuations of the markets; and



8    Information Regarding the Funds               American Century Investments




social, political, and economic factors that may affect the markets.

     In selecting securities in foreign currencies, the manager considers, among
other factors,  the impact of foreign exchange rates relative to the U.S. dollar
value of such  securities.  The  manager  may  seek to hedge  all or a part of a
fund's foreign  currency  exposure  through the use of forward foreign  currency
contracts or options  thereon.  See "Forward  Currency  Exchange  Contracts  and
Options Thereon," page 11.

     The  funds  attempt  to  diversify  across  asset  classes  and  investment
categories to a greater extent than mutual funds that invest primarily in equity
securities  or  primarily  in fixed income  securities.  However,  the funds are
designed to fit three general risk profiles and may not provide an appropriately
balanced investment plan for all investors.

     The  funds'  investment  objectives,  as  identified  on  page  2  of  this
Prospectus,  and any other  investment  policies  designated as "fundamental" in
this Prospectus or in the Statement of Additional Information, cannot be changed
without  the  approval  of the  shareholders  entitled to cast a majority of the
outstanding votes of the corporation,  as defined by the Investment Company Act.
Unless  otherwise  noted,  all  other  investment  policies  and  practices  are
nonfundamental and may be changed without shareholder approval.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

     For additional information, see "Additional Investment Restrictions" in the
Statement of Additional Information.

EQUITY SECURITIES

     In addition to  investing in common  stocks,  the funds may invest in other
equity  securities and equity  equivalents.  Other equity  securities and equity
equivalents  include  securities  that  permit  the fund to  receive  an  equity
interest  in an issuer,  the  opportunity  to acquire an equity  interest  in an
issuer,  or the  opportunity to receive a return on its investment  that permits
the fund to  benefit  from the  growth  over time in the  equity  of an  issuer.
Examples of equity  securities and equity  equivalents  include preferred stock,
convertible preferred stock and convertible debt securities.

     Each fund will limit its purchase of convertible  debt  securities to those
that, at the time of purchase, are rated at least B- by S&P or B3 by Moody's, or
if  not  rated  by S&P  or  Moody's  are of  equivalent  investment  quality  as
determined by the manager.  A fund's  investments in convertible debt securities
and other high yield,  non-convertible  debt securities  rated below  investment
grade will  comprise  less than 35% of the fund's net  assets.  Debt  securities
rated below the four highest  categories are not considered  "investment  grade"
obligations.  These securities have speculative characteristics and present more
credit risk than investment grade obligations.  For a description of the S&P and
Moody's  ratings  categories,  see "An  Explanation  of Fixed Income  Securities
Ratings," in the Statement of Additional  Information.  Equity  equivalents  may
also  include  securities  whose  value or return is  derived  from the value or
return of a different  security.  Depositary receipts are an example of the type
of equity equivalent security in which the funds might invest.

FOREIGN SECURITIES

     Each  of the  funds  may  invest  in the  securities  of  foreign  issuers,
including debt securities of foreign governments and their agencies,  when these
securities meet its standards of selection. The manager defines "foreign issuer"
as an issuer of securities that is domiciled outside the United States,  derives
at least 50% of its total  revenue from  production  or sales outside the United
States, and/or whose principal trading market is outside the United States.

     Strategic Allocation:  Conservative will generally invest between 7 and 17%
of its  assets  in  foreign  securities;  Strategic  Allocation:  Moderate  will
generally  invest  between 10 and 30% of its assets in foreign  securities;  and
Strategic Allocation: Aggressive will generally invest between 15 and 35% of its
assets in foreign  securities.  With regard to foreign  investments by Strategic
Allocation:  Conservative,  the  principal  activities  of such  issuers will be
located in developed countries. With regard to Strategic Allocation:  Aggressive
and Strategic Allocation: Moderate, the principal activities of such issuers may
be located in either developed or developing countries,  but the majority of the
activities will be in developed countries.



Prospectus                                Information Regarding the Funds    9


     The funds may make such investments  either directly in foreign  securities
or indirectly by purchasing  depositary receipts or depositary shares of similar
instruments ("depositary receipts") for foreign securities.  Depositary receipts
are  securities  that  are  listed  on  exchanges  or  quoted  in  the  domestic
over-the-counter  markets  in  one  country  but  represent  shares  of  issuers
domiciled in another country.  Direct  investments in foreign  securities may be
made either on foreign securities exchanges or in the over-the-counter markets.

     Subject to its investment  objective and policies,  each fund may invest in
common stocks, convertible securities,  preferred stocks, bonds, notes and other
debt securities of foreign  issuers and debt  securities of foreign  governments
and  their  agencies.  The  credit  quality  standards  applicable  to  domestic
securities  purchased by each fund are also applicable to its foreign securities
investments.

     Investments  in foreign  securities may present  certain  risks,  including
those resulting from fluctuations in currency  exchange rates,  future political
and economic developments, reduced availability of public information concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.

     Strategic  Allocation:  Moderate and Strategic  Allocation:  Aggressive may
invest a portion of their  international  holdings in  securities  of issuers in
emerging market  (developing)  countries.  The funds consider  "emerging  market
countries"  to include all  countries  that are  considered by the manager to be
developing or emerging countries.  Currently, the countries not included in this
category for the funds offered by this Prospectus are the United States, Canada,
Japan, the United Kingdom,  Germany, Austria, France, Hong Kong, Italy, Ireland,
Singapore,  Spain,  Belgium,  the  Netherlands,  Switzerland,  Sweden,  Finland,
Norway,  Denmark,  Australia  and  New  Zealand.  In  addition,  as used in this
Prospectus,  "securities  of issuers in  emerging  market  countries"  means (i)
securities of issuers the principal  securities  trading  market for which is an
emerging  market country or (ii)  securities of issuers  having their  principal
place of business or principal office in emerging market countries.

     Investing in emerging market countries involves  significantly  higher risk
than investing in countries  with  developed  markets as a result of uncertainty
regarding the companies and the markets in which they operate. Securities prices
can be more  volatile  than in  developed  countries  as a  result  of  investor
concerns regarding the stability of the government, internal economic pressures,
and the impact of external economic factors. In addition,  securities markets in
emerging  market  countries  may trade a small number of  securities  and may be
unable to  respond  effectively  to  increases  in trading  volume,  potentially
resulting in a lack of liquidity  and in  volatility  in the price of securities
traded on those markets.  Also,  securities markets in emerging market countries
typically  offer less  regulatory  protection for  investors.  See "Investing in
Emerging Market Countries," in the Statement of Additional Information.

MORTGAGE-RELATED AND OTHER
ASSET-BACKED SECURITIES

     The funds may purchase  mortgage-related and other asset-backed securities.
Mortgage  pass-through  securities  are  securities  representing  interests  in
"pools" of mortgages  in which  payments of both  interest and  principal on the
securities  are generally  made monthly,  in effect  "passing  through"  monthly
payments made by the individual borrowers on the residential mortgage loans that
underlie  the  securities  (net of fees paid to the issuer or  guarantor  of the
securities).

     Early repayment of principal on mortgage  pass-through  securities (arising
from  prepayments  of  principal  due  to  sale  of  the  underlying   property,
refinancing,  or  foreclosure,  net of fees and costs which may be incurred) may
expose the funds to a lower rate of return upon reinvestment of principal. Also,
if a security subject to prepayment were purchased at a premium, in the event of
prepayment,  the value of the  premium  would be lost.  Like other  fixed-income
securities,  when interest rates rise, the value of a mortgage-related  security
generally  will decline;  however,  when interest  rates  decline,  the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed-income securities.




10   Information Regarding the Funds        American Century Investments


     Payment of principal and interest on some mortgage pass-through  securities
(but not the market value of the securities themselves) may be guaranteed by the
full  faith  and  credit  of the  U.S.  government  in the  case  of  securities
guaranteed by the Government National Mortgage Association (GNMA), or guaranteed
by  agencies  or  instrumentalities  of  the  U.S.  government  in the  case  of
securities guaranteed by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC),  which are supported only by the
discretionary  authority  of  the  U.S.  government  to  purchase  the  agency's
obligations.

     Mortgage pass-through  securities created by nongovernmental  issuers (such
as commercial banks,  savings and loan institutions,  private mortgage insurance
companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees,  including  individual loan, title,
pool and  hazard  insurance  and  letters  of  credit,  which  may be  issued by
governmental entities, private insurers, or the mortgage poolers.

     The funds may also invest in collateralized  mortgage  obligations  (CMOs).
CMOs   are   mortgage-backed   securities   issued   by   government   agencies;
single-purpose,   stand-alone  financial  subsidiaries;  trusts  established  by
financial  institutions;  or similar  institutions.  The funds may buy CMOs that
meet the following criteria:

o    are  collateralized by pools of mortgages in which payment of principal and
     interest of each mortgage is guaranteed by an agency or  instrumentality of
     the U.S. government;

o    are  collateralized by pools of mortgages in which payment of principal and
     interest are guaranteed by the issuer,  and the guarantee is collateralized
     by U.S. government securities; and

o    are  securities in which the proceeds of the issue are invested in mortgage
     securities  and  payments of principal  and  interest are  supported by the
     credit of an agency or instrumentality of the U.S. government.

FORWARD CURRENCY EXCHANGE CONTRACTS
AND OPTIONS THEREON

     Some of the  securities  held by the funds may be  denominated  in  foreign
currencies. Other securities, such as depositary receipts, may be denominated in
U.S.  dollars but have a value that is dependent on the performance of a foreign
security,  as valued in the currency of its home country. As a result, the value
of a fund's  portfolio  may be affected by changes in the exchange  rate between
foreign  currencies  and the U.S.  dollar,  as well as by  changes in the market
value of the  securities  themselves.  The  performance  of  foreign  currencies
relative to the dollar may be a factor in the overall performance of a fund.

     To protect against adverse movements in exchange rates between  currencies,
the funds may, for hedging purposes only,  enter into forward currency  exchange
contracts  and buy put and  call  options  relating  to  interest  rate  futures
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price. An option is a
contractual  right  to  acquire  a  financial  asset,  such as a  security,  the
securities of a market index, a foreign currency or a foreign currency  exchange
contract, at a specific price at the end of a specified term.

     Each fund may elect to enter into a forward currency  exchange  contract or
an option thereon with respect to a specific purchase or sale of a security,  or
with respect to the fund's portfolio positions generally.

     By entering into a forward currency  exchange contract or an option thereon
with respect to the  specific  purchase or sale of a security  denominated  in a
foreign currency, the funds can "lock in" an exchange rate between the trade and
settlement dates for that purchase or sale. This practice is sometimes  referred
to as  "transaction  hedging."  Each fund may  enter  into  transaction  hedging
contracts with respect to all or a substantial portion of its foreign securities
trades.

     When the manager  believes that a particular  currency may decline in value
compared  to the  dollar,  the funds may enter into  forward  currency  exchange
contracts or options thereon to sell an amount of foreign  currency equal to the
value of some or all of a fund's portfolio  securities either denominated in, or
whose value is tied to, that currency. This practice is some-





Prospectus                                Information Regarding the Funds    11





times referred to as "portfolio  hedging." A fund may not enter into a portfolio
hedging  transaction  where the fund would be  obligated to deliver an amount of
foreign  currency  in  excess of the  aggregate  value of the  fund's  portfolio
securities  or other  assets  denominated  in, or whose  value is tied to,  that
currency.

     Each  fund  will  make  use  of  portfolio  hedging  to the  extent  deemed
appropriate by the manager. However, it is anticipated that the funds will enter
into portfolio hedges much less frequently than transaction hedges.

     If a fund enters  into a forward  currency  exchange  contract or an option
thereon, the fund, when required,  will instruct its custodian bank to segregate
cash  or  liquid  high-grade  securities  in a  separate  account  in an  amount
sufficient to cover its obligation under the contract.  For options sold, a fund
will segregate cash or liquid  high-grade  securities  equal to the value of the
securities  underlying  the options  unless the options are  otherwise  secured.
Those assets will be valued at market daily,  and if the value of the segregated
securities  declines,  additional  cash or securities  will be added so that the
value of the  account is not less than the amount of the fund's  commitment.  At
any given  time,  no more than 10% of a fund's  assets  will be  committed  to a
segregated account in connection with portfolio hedging transactions.

     Predicting the relative future values of currencies is very difficult,  and
there is no  assurance  that any  attempt to protect the funds  against  adverse
currency  movements through the use of forward currency exchange  contracts will
be successful. In addition, the use of forward currency exchange contracts tends
to limit the  potential  gains that might  result from a positive  change in the
relationship between the foreign currency and the U.S. dollar.

PORTFOLIO TURNOVER

   
     The  portfolio  turnover  rates of the  funds  are  shown in the  financial
information on page 5 of this Prospectus.
    

     Investment  decisions  to  purchase  and sell  securities  are based on the
anticipated contribution of the security in question to a fund's objectives. The
manager  believes  that the rate of  portfolio  turnover is  irrelevant  when it
determines a change is in order to achieve those  objectives  and,  accordingly,
the annual portfolio turnover rate cannot be accurately predicted.

     The  portfolio  turnover of each fund may be higher than other mutual funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater brokerage  commissions,  which is a cost that the funds
pay directly. Portfolio turnover may also affect the character of capital gains,
if any,  realized and distributed by a fund since  short-term  capital gains are
taxable as ordinary income.
       

REPURCHASE AGREEMENTS

     Each  fund may  invest in  repurchase  agreements  when  such  transactions
present an attractive  short-term return on cash that is not otherwise committed
to the purchase of securities pursuant to the fund's investment policies.

   
     A repurchase  agreement  occurs when a fund  purchases an  interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future  (usually  less than one week later) at a higher  price.  The  repurchase
price reflects an agreed-upon  interest rate during the time the fund's money is
invested in the security and is  considered by the staff of the SEC to be a loan
by  the  fund.  Since  the  interest-bearing  obligation  purchased  constitutes
security for the repurchase obligation, a repurchase agreement can be considered
a loan collateralized by the interest-bearing obligation.
    

     A fund's risk in connection  with  repurchase  agreements is the ability of
the seller to pay the  repurchase  price on the  repurchase  date. If the seller
defaults, the fund may incur costs, delays or losses.
       

   
     The funds will enter into repurchase  agreements only with those commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory  by the funds' manager  pursuant to criteria  adopted by the funds'
Board of Directors.
    

FUTURES CONTRACTS

     Each fund may enter into domestic and foreign futures contracts.  A futures
contract is an  agreement  to take or make  delivery  of a financial  asset at a
specific price at the end of the contract period.  Some futures contracts,  such
as market index  futures,  require  settlement  in cash based on the  difference
between the value of the underlying financial assets at the beginning and at the
end of the contract period.




12   Information Regarding the Funds               American Century Investments




Rather than actually purchasing the specific financial assets, or the securities
of a market index, the manager may purchase a futures  contract,  which reflects
the value of such underlying  securities.  For example,  S&P 500 futures reflect
the value of the underlying  companies that comprise the S&P 500 Composite Stock
Price Index. If the aggregate  market value of the underlying  index  securities
increases or  decreases  during the  contract  period,  the value of the S&P 500
futures can be expected to reflect such  increase or  decrease.  The manager may
use index  futures to  efficiently  expose to the equity  markets a portion of a
fund's assets that is being held for future investment opportunities.

     When a fund enters into a futures contract,  it must make a deposit of cash
or high-quality debt securities,  known as "initial margin," as partial security
for its performance under the contract. As the value of the underlying financial
assets  fluctuates,  either party to the contract is required to make additional
margin payments, known as "variation margin," to cover any additional obligation
it may have  under  the  contract.  Assets  set  aside by a fund as  initial  or
variable  margin  may  not be  disposed  of so long as the  fund  maintains  the
contract.

     The funds may not  purchase  leveraged  futures.  A fund will  deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fluctuating market value of the index contracts it has
purchased, less any margin deposited on its position. The funds will only invest
in exchange-traded futures.

DERIVATIVE SECURITIES

     To the extent permitted by its investment objectives and policies,  each of
the funds may invest in securities that are commonly referred to as "derivative"
securities.  Generally,  a derivative  is a financial  arrangement  the value of
which is based on, or "derived" from, a traditional  security,  asset, or market
index.   Certain  derivative   securities  are  more  accurately   described  as
"index/structured"   securities.   Index/structured  securities  are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts or S&P 500 futures), currencies,  interest rates, indices
or other financial indicators ("reference indices").

     Some  "derivatives"  such  as   mortgage-related   and  other  asset-backed
securities are in many respects like any other investment,  although they may be
more volatile or less liquid than more traditional debt securities.

     There are many different  types of  derivatives  and many different ways to
use them. Futures and options are commonly used for traditional hedging purposes
to  attempt  to  protect  a fund  from  exposure  to  changing  interest  rates,
securities  prices, or currency exchange rates and for cash management  purposes
as a low-cost  method of gaining  exposure  to a  particular  securities  market
without investing directly in those securities.

     No fund may invest in a derivative  security  unless the reference index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose underlying value is linked to the S&P 500 Index would
be a permissible investment since each of the funds may invest in the securities
of companies  comprising  the S&P 500 Index  (assuming  they  otherwise meet the
other  requirements  for the fund),  while a security whose  underlying value is
linked to the price of oil would not be a permissible investment since the funds
may not invest in oil and gas leases or futures.

     The return of a derivative  security  may  increase or decrease,  depending
upon changes in the reference index or instrument to which it relates.

     There  are  a  range  of  risks  associated  with  derivative  investments,
including:

o    the risk that the underlying security, interest rate, market index or other
     financial  asset  will  not move in the  direction  the  portfolio  manager
     anticipates;

o    the  possibility  that  there may be no  liquid  secondary  market,  or the
     possibility that price  fluctuation  limits may be imposed by the exchange,
     either of which may make it difficult or impossible to close out a position
     when desired;

o    the risk that adverse price movements in an instrument can result in a loss
     substantially greater than a fund's initial investment; and

o    the risk that the counterparty will fail to perform its obligations.

     The  Board  of  Directors  has  approved  the  manager's  policy  regarding
investments in derivative secu-



Prospectus                               Information Regarding the Funds    13




rities. That policy specifies factors that must be considered in connection with
a purchase of  derivative  securities.  The policy also  establishes a committee
that must review certain  proposed  purchases  before the purchases can be made.
The manager will report on fund activity in  derivative  securities to the Board
of Directors as  necessary.  In  addition,  the board will review the  manager's
policy for investments in derivative securities annually.

WHEN-ISSUED SECURITIES

     Each fund may  purchase new issues of  securities  on a  when-issued  basis
without limit when, in the opinion of the manager,  such  purchases will further
the investment  objectives of such fund. The price of when-issued  securities is
established  at the time the  commitment  to purchase  is made.  Delivery of and
payment for these securities  typically occur 15 to 45 days after the commitment
to purchase. Market rates of interest on debt securities at the time of delivery
may be higher or lower than those  contracted for on the  when-issued  security.
Accordingly,  the value of such  security may decline  prior to delivery,  which
could result in a loss to the fund.  A separate  account  consisting  of cash or
high-quality  liquid  debt  securities  in an  amount  at  least  equal  to  the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the fund prior to delivery.

SHORT SALES

     Each fund may engage in short sales if, at the time of the short sale,  the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional  cost. These  transactions  allow a fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.

     A fund may make a short sale when it wants to sell the  security it owns at
a current attractive price, but also wishes to defer recognition of gain or loss
for federal  income tax purposes and for purposes of  satisfying  certain  tests
applicable to regulated investment companies under the Internal Revenue Code and
Regulations.

RULE 144A SECURITIES

     The funds may, from time to time,  purchase Rule 144A  securities when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  investors rather than the
general  public.  Although  Rule  144A  securities  are  considered  "restricted
securities," they are not necessarily illiquid.

   
     With respect to securities  eligible for resale under Rule 144A,  the staff
of the  Securities  and  Exchange  Commission  has taken the  position  that the
liquidity of such  securities  in the  portfolio of a fund  offering  redeemable
securities is a question of fact for the Board of Directors to  determine,  such
determination to be based upon a consideration of the readily  available trading
markets  and  the  review  of  any  contractual  restrictions.  The  staff  also
acknowledges  that,  while the board  retains  ultimate  responsibility,  it may
delegate this function to the manager.  Accordingly,  the board has  established
guidelines and procedures for  determining the liquidity of Rule 144A securities
and has delegated the day-to-day  function of determining  the liquidity of Rule
144A securities to the manager.  The board retains the responsibility to monitor
the implementation of the guidelines and procedures it has adopted.
    

     Since the  secondary  market  for such  securities  is  limited  to certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

PERFORMANCE ADVERTISING

   
     From  time  to  time,  the  funds  may  advertise  performance  data.  Fund
performance  may be shown by presenting  one or more  performance  measurements,
including  cumulative  total return or average annual total return.  Performance
data may be quoted  separately  for the Investor Class and for the other classes
offered by the funds.
    



14   Information Regarding the Funds               American Century Investments




     Cumulative  total  return data is computed by  considering  all elements of
return,  including  reinvestment  of dividends and capital gains  distributions,
over a stated  period of time.  Average  annual  total return is  determined  by
computing  the annual  compound  return over a stated  period of time that would
have  produced  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

     A quotation of yield  reflects a fund's income over a stated period of time
expressed as a percentage of the fund's share price.

     Yield is  calculated  by adding  over a 30-day  (or one  month)  period all
interest and dividend  income (net of fund  expenses)  calculated  on each day's
market  values,  dividing  this  sum  by  the  average  number  of  fund  shares
outstanding  during the period, and expressing the result as a percentage of the
fund's  share  price on the last day of the 30-day (or one  month)  period.  The
percentage is then annualized.  Capital gains and losses are not included in the
calculation.

     Yields are calculated according to accounting methods that are standardized
in  accordance  with SEC  rules  for all stock  and bond  funds.  Because  yield
accounting methods differ from the methods used for other accounting purposes, a
fund's yield may not equal the income paid on your shares or the income reported
in the fund's financial statements.

   
     The funds may also include in  advertisements  data  comparing  performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper  Analytical  Services) and  publications  that monitor the performance of
mutual  funds.  Performance  information  may be  quoted  numerically  or may be
presented in a table, graph or other illustration. In addition, fund performance
may be  compared  to  well-known  indices of market  performance  including  the
Standard & Poor's  (S&P) 500 Index and the Dow Jones  Industrial  Average.  Fund
performance may also be compared, on a relative basis, to the other funds in our
fund family.  This relative  comparison,  which may be based upon  historical or
expected  fund  performance,  volatility or other fund  characteristics,  may be
presented  numerically,  graphically or in text.  Fund  performance  may also be
combined or blended  with other funds in our fund family,  and that  combined or
blended  performance  may be  compared to the same  indices to which  individual
funds may be compared.
    

     All performance information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.




Prospectus                               Information Regarding the Funds    15



                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

     The funds  offered by this  Prospectus  are a part of the American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-2021  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

INVESTING IN AMERICAN CENTURY

     The following  section  explains how to invest in American  Century  funds,
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  Services
Guide that you will receive when you open an account.

     If  you  own  or  are   considering   purchasing  fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 22.

HOW TO OPEN AN ACCOUNT

     To open an account,  you must complete and sign an application,  furnishing
your  taxpayer  identification  number.  (You must also certify  whether you are
subject to  withholding  for failing to report  income to the IRS.)  Investments
received without a certified taxpayer identification number will be returned.

     The   minimum   investment   is  $2,500   [$1,000   for  IRA  and   Uniform
Gifts/Transfers to Minors Acts ("UGMA/ UTMA") accounts].  These minimums will be
waived if you establish an automatic investment plan to your account that is the
equivalent of at least $50 per month. See "Automatic Investment Plan," page 17.

     The minimum  investment  requirements  may be  different  for some types of
retirement  accounts.  Call one of our  Investor  Services  Representatives  for
information  on  our  retirement  plans,  which  are  available  for  individual
investors or for those investing through their employers.

     Please note: If you register  your account as belonging to multiple  owners
(e.g., as joint  tenants),  you must provide us with specific  authorization  on
your  application  in order for us to accept  written or telephone  instructions
from  a  single  owner.  Otherwise,  all  owners  will  have  to  agree  to  any
transactions  that involve the account  (whether the  transaction  request is in
writing or over the telephone).

     You may invest in the following ways:

By Mail

     Send a  completed  application  and check or money  order  payable  in U.S.
dollars to American Century Investments.

By Wire

     You may make your initial  investment by wiring funds. To do so, call us or
mail  a  completed   application  and  provide  your  bank  with  the  following
information:

     o Receiving bank and routing number:
       Commerce Bank, N.A. (101000019)

     o Beneficiary (BNF):
       American Century Services Corporation
       4500 Main St., Kansas City, Missouri 64111

     o Beneficiary account number (BNF ACCT):
       2804918

     o Reference for Beneficiary (RFB):
       American Century account number into which you are investing.  If more 
       than one, leave blank and see Bank to Bank Information below.

     o Originator to Beneficiary (OBI):
       Name and address of owner of account into which you are investing.

     o Bank to Bank Information
      (BBI or Free Form Text):

         o Taxpayer identification or Social Security number.




16 How to Invest with American Century Investments  American Century Investments




         o If more than one account, account numbers and amount to be invested 
           in each account.

         o Current tax year, previous tax year or rollover designation if an 
           IRA. Specify whether IRA, SEP-IRA or SARSEP-IRA.

By Exchange

   
     Call  1-800-345-2021  from 7 a.m. to 7 p.m. Central time to get information
on opening an account by exchanging from another American  Century account.  See
this page for more information on exchanges.
    

In Person

     If you prefer to work with a representative in person,  please visit one of
     our Investors Centers, located at:

     4500 Main Street
     Kansas City, Missouri 64111

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

     Subsequent  investments  may be  made  by an  automatic  bank,  payroll  or
government direct deposit (see "Automatic Investment Plan," this page) or by any
of  the  methods  below.  The  minimum  investment  requirement  for  subsequent
investments:  $250 for checks  submitted  without  the  remittance  portion of a
previous  statement  or  confirmation,  $50 for all  other  types of  subsequent
investments.

By Mail

   
     When making subsequent investments,  enclose your check with the remittance
portion of the confirmation of a previous investment.  If the investment slip is
not available, indicate your name, address and account number on your check or a
separate  piece of paper.  (Please  be aware  that the  investment  minimum  for
subsequent investments is higher without an investment slip.)
    

By Telephone

     Once your  account is open,  you may make  investments  by telephone if you
have authorized us (by choosing "Full Services" on your  application) to draw on
your bank account.  You may call an Investor Services  Representative or use our
Automated Information Line.

By Online Access

     Once your  account  is open,  you may make  investments  online if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

By Wire

     You may make  subsequent  investments  by wire.  Follow  the wire  transfer
instructions on page 16 and indicate your account number.

In Person

     You may make  subsequent  investments  in  person  at one of our  Investors
Centers. The locations of our three Investors Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

     You may elect on your  application  to make  investments  automatically  by
authorizing us to draw on your bank account regularly.  Such investments must be
at least the  equivalent  of $50 per  month.  You also may  choose an  automatic
payroll or government  direct  deposit.  If you are  establishing a new account,
check the appropriate box under  "Automatic  Investments" on your application to
receive  more  information.  If you  would  like to add a direct  deposit  to an
existing account, please call one of our Investor Services Representatives.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

   
     As long as you meet any minimum investment  requirements,  you may exchange
your fund  shares to our other  funds up to six times per year per  account.  An
exchange  request will be processed as of the same day it is received,  if it is
received  before the funds' net asset values are  calculated,  which is one hour
prior to the  close of the New York  Stock  Exchange  for  funds  issued  by the
American Century Target  Maturities  Trust, and at the close of the Exchange for
all of our other funds. See "When Share Price is Determined," page 23.
    

     For any single exchange, the shares of each fund being acquired must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of




Prospectus             How to Invest with American Century Investments      17



at least $50 per month. See our Investor Services Guide for further  information
about exchanges.

     If, in any 90-day period,  the total of your exchanges and your redemptions
from any one account  exceeds the lesser of $250,000 or 1% of the fund's assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions.  See "Special  Requirements for Large Redemptions,"
page 19.

By Mail

     You may direct us in writing to  exchange  your  shares  from one  American
Century account to another. For additional information,  please see our Investor
Services Guide.

By Telephone

   
     You can make exchanges over the telephone (either with an Investor Services
Representative  or using our Automated  Information  Line -- see page 19) if you
have authorized us to accept telephone  instructions.  You can authorize this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.
    

By Online Access

     You  can  make  exchanges  online  if  you  have  authorized  us to  accept
instructions  over the  Internet.  You can  authorize  this by  selecting  "Full
Services"  on your  application  or by calling us at  1-800-345-2021  to get the
appropriate form.

HOW TO REDEEM SHARES

     We will redeem or "buy back" your shares at any time.  Redemptions  will be
made at the next net asset value determined after a complete  redemption request
is received. For large redemptions,  please read "Special Requirements for Large
Redemptions," page 19.

     Please  note that a request to redeem  shares in an IRA or 403(b) plan must
be  accompanied  by an  executed  IRS Form W4-P and a reason for  withdrawal  as
specified by the IRS.

By Mail

     Your  written  instructions  to  redeem  shares  may be  made  either  by a
redemption  form,  which we will  send you upon  request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee," page 19.

By Telephone

     If you have authorized us to accept telephone instructions,  you may redeem
your shares by calling an Investor Services Representative.

By Check-A-Month

     If you have at least a $10,000  balance  in your  account,  you may  redeem
shares by  Check-A-Month.  A  Check-A-Month  plan  automatically  redeems enough
shares each month to provide  you with a check in an amount you choose  (minimum
$50). To set up a  Check-A-Month  plan or to request a brochure,  please call an
Investor Services Representative.

Other Automatic Redemptions

     If you have at least a $10,000  balance in your  account,  you may elect to
make redemptions automatically by authorizing us to send funds to you or to your
account  at  a  bank  or  other  financial  institution.  To  set  up  automatic
redemptions, call one of our Investor Services Representatives.

REDEMPTION PROCEEDS

     Please  note that  shortly  after a purchase  of shares is made by check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

     Redemption proceeds may be sent to you in one of the following ways:

By Check

     Ordinarily,  all  redemption  checks will be made payable to the registered
owner of the shares and will be mailed only to the  address of record.  For more
information, please refer to our Investor Services Guide.

By Wire and ACH

     You may authorize us to transmit  redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

     Your bank will usually receive wired funds within 48 hours of transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Wired funds are subject to a $10 fee to cover bank wire




18 How to Invest with American Century Investments  American Century Investments




charges,  which  is  deducted  from  redemption  proceeds.  Once the  funds  are
transmitted,  the time of receipt and the funds'  availability are not under our
control.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

     We have elected to be governed by Rule 18f-1 under the  Investment  Company
Act,  which  obligates  each  fund to make  certain  redemptions  in cash.  This
requirement  to  pay  redemptions  in  cash  applies  to  situations  where  one
shareholder  redeems,  during any 90-day period, up to the lesser of $250,000 or
1% of the assets of the fund. Although  redemptions in excess of this limitation
will  also  normally  be paid in  cash,  we  reserve  the  right  under  unusual
circumstances  to honor these  redemptions by making payment in whole or in part
in readily marketable securities (a "redemption-in-kind").

     If payment is made in securities,  the  securities  will be selected by the
fund,  will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

     If your  redemption  would  exceed  this  limit and you would like to avoid
being paid in securities, please provide us with an unconditional instruction to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

     Despite   the   fund's   right   to   redeem   fund   shares    through   a
redemption-in-kind,  we do not expect to exercise  this option unless a fund has
an  unusually  low  level of cash to meet  redemptions  and/or  is  experiencing
unusually  strong  demands  for its cash.  Such a demand  might be  caused,  for
example, by extreme market conditions that result in an abnormally high level of
redemption  requests  concentrated  in a short  period of time.  Absent these or
similar circumstances, we expect redemptions in excess of $250,000 to be paid in
cash in any fund with assets of more than $50 million if total  redemptions from
any one account in any 90-day  period do not exceed  one-half of 1% of the total
assets of the fund.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

     Whenever  the  shares  held in an  account  have a value  of less  than the
required  minimum,  a letter will be sent advising you to either bring the value
of the shares held in the account up to the minimum or to establish an automatic
investment  that is the  equivalent of at least $50 per month.  If action is not
taken within 90 days of the letter's  date,  the shares held in the account will
be redeemed and the proceeds from the  redemption  will be sent by check to your
address of record. We reserve the right to increase the investment minimums.

SIGNATURE GUARANTEE

     To protect  your  accounts  from fraud,  some  transactions  will require a
signature guarantee.  Which transactions will require a signature guarantee will
depend on which  service  options  you elect  when you open  your  account.  For
example,  if you  choose  "In  Writing  Only," a  signature  guarantee  would be
required when:

     o redeeming more than $25,000; or

     o establishing or increasing a Check-A-Month  or automatic  transfer on an
       existing account.

   
     You can obtain a signature  guarantee from a bank or trust company,  credit
union,  broker-dealer,  securities  exchange or association,  clearing agency or
savings association, as defined by federal law.
    

     For a more in-depth  explanation of our signature  guarantee  policy, or if
you live  outside  the  United  States  and  would  like to know how to obtain a
signature guarantee, please consult our Investor Services Guide.

     We reserve the right to require a signature  guarantee on any  transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

     We offer  several  service  options to make your account  easier to manage.
These are listed on the account  application.  Please make note of these options
and  elect  the ones  that are  appropriate  for you.  Be aware  that the  "Full
Services" option offers you the most flexibility. You will find more information
about each of these service options in our Investor Services Guide.

     Our special shareholder services include:

Automated Information Line

     We offer an Automated  Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765. By calling the Automated Information Line, you may listen to




Prospectus        How to Invest with American Century Investments      19




fund prices,  yields and total return  figures.  You may also use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  If you have authorized us to accept telephone  instructions,  you
also may exchange shares from one fund to another via the Automated  Information
Line.  Redemption  instructions  cannot be given via the  Automated  Information
Line.

Online Account Access

   
     You  may   contact   us  24   hours   a  day,   seven   days  a  week,   at
www.americancentury.com  to access  your  funds'  daily  share  prices,  receive
updates on major market indices and view  historical  performance of your funds.
If you select "Full  Services" on your  application,  you can use your  personal
access code and Social Security number to view your account balances and account
activity,  make subsequent investments from your bank account or exchange shares
from one fund to another.
    

Open Order Service

     Through our open order  service,  you may designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced  fund by exchange to one
of our money market funds.  The  designated  purchase  price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time the order is placed.  If the designated price
is  met  within  90  calendar   days,  we  will  execute  your  exchange   order
automatically at that price (or better). Open orders not executed within 90 days
will be canceled.

     If the fund you have selected deducts a distribution  from its share price,
your order  price will be  adjusted  accordingly  so the  distribution  does not
inadvertently  trigger an open order transaction on your behalf. If you close or
re-register  the  account  from which the shares are to be  redeemed,  your open
order will be canceled.

     Because  of  their  time-sensitive  nature,  open  order  transactions  are
accepted  only by  telephone  or in person.  These  transactions  are subject to
exchange limitations described in each fund's prospectus, except that orders and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

Tax-Qualified Retirement Plans

     Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

     o Individual Retirement Accounts (IRAs);

     o 403(b)plans for employees of public school systems and non-profit 
       organizations; or

     o Profit sharing plans and pension plans for corporations and other 
       employers.

     If your IRA and  403(b)  accounts  do not total  $10,000,  each  account is
subject to an annual $10 fee, up to a total of $30 per year.

     You can also transfer your  tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

     Every  account is subject to policies  that could  affect your  investment.
Please refer to the Investor  Services Guide for further  information  about the
policies discussed below, as well as further detail about the services we offer.

(1)  We reserve the right for any reason to suspend the offering of shares for a
     period  of time,  or to  reject  any  specific  purchase  order  (including
     purchases by exchange).  Additionally,  purchases may be refused if, in the
     opinion  of the  manager,  they  are  of a  size  that  would  disrupt  the
     management of the fund.

(2)  We reserve the right to make changes to any stated investment requirements,
     including  those that relate to purchases,  transfers and  redemptions.  In
     addition,  we may also alter, add to or terminate any investor services and
     privileges.  Any changes may affect all shareholders or only certain series
     or classes of shareholders.

(3)  Shares  being  acquired  must  be  qualified  for  sale in  your  state  of
     residence.

(4)  Transactions  requesting a specific price and date, other than open orders,
     will be  refused.  Once you  have  mailed  or  otherwise  transmitted  your
     transaction instructions to us, they may




20 How to Invest with American Century Investments  American Century Investments



     not be modified or canceled.

(5)  If a  transaction  request is made by a  corporation,  partnership,  trust,
     fiduciary,  agent or unincorporated  association,  we will require evidence
     satisfactory to us of the authority of the individual making the request.

(6)  We have  established  procedures  designed  to assure the  authenticity  of
     instructions  received by telephone.  These procedures  include  requesting
     personal  identification  from  callers,  recording  telephone  calls,  and
     providing written confirmations of telephone transactions. These procedures
     are  designed  to protect  shareholders  from  unauthorized  or  fraudulent
     instructions.  If we do not employ  reasonable  procedures  to confirm  the
     genuineness  of  instructions,  then we may be  liable  for  losses  due to
     unauthorized or fraudulent  instructions.  The company,  its transfer agent
     and  investment  advisor  will  not be  responsible  for  any  loss  due to
     instructions they reasonably believe are genuine.

(7)  All signatures  should be exactly as the name appears in the  registration.
     If the owner's name appears in the  registration  as Mary Elizabeth  Jones,
     she should sign that way and not as Mary E. Jones.

(8)  Unusual stock market conditions have in the past resulted in an increase in
     the number of shareholder  telephone calls. If you experience difficulty in
     reaching us during such periods, you may send your transaction instructions
     by mail,  express  mail or  courier  service,  or you may  visit one of our
     Investors Centers.  You may also use our Automated  Information Line if you
     have requested and received an access code and are not attempting to redeem
     shares.

(9)  If  you  fail  to  provide   us  with  the   correct   certified   taxpayer
     identification  number,  we may reduce any  redemption  proceeds  by $50 to
     cover the  penalty  the IRS will  impose on us for  failure to report  your
     correct taxpayer identification number on information reports.

(10) We will perform special inquiries on shareholder  accounts.  A research fee
     of $15 per hour may be applied.


REPORTS TO SHAREHOLDERS

     At the end of  each  calendar  quarter,  we will  send  you a  consolidated
statement that summarizes all of your American Century  holdings,  as well as an
individual  statement  for  each  fund you own that  reflects  all  year-to-date
activity in your account.  You may request a statement of your account  activity
at any time.

     With the exception of most  automatic  transactions,  each time you invest,
redeem,  transfer or exchange  shares,  we will send you a  confirmation  of the
transaction. See the Investor Services Guide for more detail.

     Carefully  review all the  information  relating  to  transactions  on your
statements  and  confirmations  to ensure that your  instructions  were acted on
properly.  Please notify us immediately in writing if there is an error.  If you
fail to provide  notification  of an error  with  reasonable  promptness,  i.e.,
within 30 days of  non-automatic  transactions  or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

     No later than  January 31 of each year,  we will send you reports  that you
may use in completing  your U.S.  income tax return.  See the Investor  Services
Guide for more information.

     Each year, we will send you an annual and a semiannual  report  relating to
your fund, each of which is incorporated herein by reference.  The annual report
includes audited financial  statements and a list of portfolio  securities as of
the  fiscal  year  end.  The  semiannual  report  includes  unaudited  financial
statements  for the first six  months of the fiscal  year,  as well as a list of
portfolio  securities at the end of the period. You also will receive an updated
prospectus at least once each year.  Please read these materials  carefully,  as
they will help you understand your fund.



Prospectus               How to Invest with American Century Investments      21




EMPLOYER-SPONSORED RETIREMENT
PLANS AND INSTITUTIONAL ACCOUNTS

     Information   contained  in  our  Investor   Services   Guide  pertains  to
shareholders  who invest  directly with American  Century rather than through an
employer-sponsored retirement plan or through a financial intermediary.

     If  you  own  or  are   considering   purchasing  fund  shares  through  an
employer-sponsored  retirement  plan,  your  ability to  purchase  shares of the
funds, exchange them for shares of other American Century funds, and redeem them
will depend on the terms of your plan.

     If you  own or are  considering  purchasing  fund  shares  through  a bank,
broker-dealer,  insurance company or other financial intermediary,  your ability
to purchase,  exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

     You may reach one of our Institutional  Service  Representatives by calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your plan administrator or financial intermediary.




22 How to Invest with American Century Investments  American Century Investments



                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
     The price of your shares is also referred to as their net asset value.  Net
asset value is determined  by  calculating  the total value of a fund's  assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding. For all American Century funds, except funds issued by the American
Century Target  Maturities  Trust, net asset value is determined as of the close
of regular trading on each day that the New York Stock Exchange is open, usually
3 p.m.  Central time. The net asset values for the Target  Maturities  funds are
determined one hour prior to the close of the Exchange.

     Investments  and  requests  to redeem or exchange  shares will  receive the
share price next  determined  after we receive your  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents  before the time as of which the net
asset  value is  determined,  are  effective  on,  and will  receive  the  price
determined,  that day.  Investment,  redemption and exchange  requests  received
thereafter  are effective on, and receive the price  determined on, the next day
the Exchange is open.

     Investments  are  considered  received only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the fund is determined.
    

     Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

   
     Investment and transaction  instructions received by us on any business day
by mail  prior  to the  time as of  which  the net  asset  value  of the fund is
determined, will receive that day's price. Investments and instructions received
after that time will receive the price determined on the next business day.
    

     If you invest in fund shares through an employer-sponsored  retirement plan
or  other  financial  intermediary,  it  is  the  responsibility  of  your  plan
recordkeeper or financial  intermediary to transmit your purchase,  exchange and
redemption requests to the funds' transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the funds'  procedures or any contractual  arrangement  with the
funds or the funds' distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

     The valuation of assets for  determining  net asset value may be summarized
as follows:

     Portfolio  securities of each fund,  except as otherwise  noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  are  generally  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
price is used.  Depending on local convention or regulation,  securities  traded
over-the-counter are priced at the mean of the latest bid and asked prices or at
the  last  sale  price.  When  market  quotations  are  not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

     Debt  securities not traded on a principal  securities  exchange are valued
through  valuations  obtained from a commercial  pricing  service or at the most
recent  mean of the bid and asked  prices  provided  by  investment  dealers  in
accordance with procedures established by the Board of Directors.

     The value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, if that
is earlier.  That value is then converted to dollars at the  prevailing  foreign
exchange rate.

     Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is



Prospectus                       Additional Information You Should Know      23





normally  completed  at various  times  before the close of business on each day
that the New York Stock  Exchange  is open.  If an event were to occur after the
value of a security was established but before the net asset value per share was
determined, which was likely to materially change the net asset value, then that
security  would  be  valued  at fair  value as  determined  in  accordance  with
procedures adopted by the Board of Directors.

     Trading of these  securities in foreign markets may not take place on every
New York Stock  Exchange  business  day. In addition,  trading may take place in
various  foreign  markets on Saturdays or on other days when the Exchange is not
open and on which a fund's net asset value is not  calculated.  Therefore,  such
calculation does not take place  contemporaneously with the determination of the
prices of many of the  portfolio  securities  used in such  calculation  and the
value of a fund's  portfolio may be affected on days when shares of the fund may
not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

   
     The net asset  values of the Investor  Class of the funds are  published in
leading  newspapers daily. The net asset value of each fund may also be obtained
by calling us or by accessing our Web site (www.americancentury.com).
    

DISTRIBUTIONS

     Distributions from net investment income are declared and paid quarterly by
Strategic  Allocation:  Conservative and Strategic  Allocation:  Moderate.  Such
distributions   are  declared  and  paid   annually  by  Strategic   Allocation:
Aggressive.  Distributions  from net  realized  securities  gains,  if any,  are
declared  and  paid  annually,  usually  in  December,  but the  funds  may make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment Company Act.

     Participants  in  employer-sponsored   retirement  or  savings  plans  must
reinvest all  distributions.  For  shareholders  investing in taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly after a purchase,  made by check or ACH, may be held up to 15 days.  You
may elect to have distributions on shares of Individual  Retirement Accounts and
403(b)  plans  paid  in  cash  only  if you  are at  least  591/2  years  old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date. Please consult our Investor Services Guide for
further information regarding your distribution options.

     A  distribution  on shares of a fund  does not  increase  the value of your
shares or your  total  return.  At any  given  time,  the  value of your  shares
includes the  undistributed  net gains, if any, realized by the fund on the sale
of portfolio securities and undistributed  dividends and interest received, less
fund expenses.

     Because undistributed gains and dividends are included in the value of your
shares  prior to  distribution,  when  they are  distributed,  the value of your
shares will be reduced by the amount of the distribution. If you buy your shares
through a taxable  account just before the  distribution,  you will pay the full
price for your shares and then receive a portion of the purchase price back as a
taxable distribution. See "Taxes," this page.

TAXES

     Each  fund has  elected  to be taxed  under  Subchapter  M of the  Internal
Revenue  Code,  which  means that to the extent  its  income is  distributed  to
shareholders, it pays no income taxes.

TAX-DEFERRED ACCOUNTS

     If fund  shares are  purchased  through  tax-deferred  accounts,  such as a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  paid by the funds will generally not be subject to current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

     Employer-sponsored retirement and savings plans are governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.





24   Additional Information You Should Know        American Century Investments





TAXABLE ACCOUNTS

     If fund shares are purchased through taxable accounts, distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income.  Distributions  from net long-term capital gains are taxable as
long-term  capital  gains  regardless  of the  length  of time you have held the
shares on which such distributions are paid.  However,  you should note that any
loss  realized upon the sale or redemption of shares held for six months or less
will be treated as a long-term capital loss to the extent of any distribution of
long-term capital gain to you with respect to such shares.

     Dividends and interest received by the funds on foreign securities, and, in
limited  circumstances capital gains realized by the funds upon the sale of such
securities,  may give rise to  withholding  and other  taxes  imposed by foreign
countries.  Tax conventions  between certain countries and the United States may
reduce or eliminate such taxes.  Foreign countries generally do not impose taxes
on capital  gains in respect  of  investments  by  non-resident  investors.  The
foreign taxes paid by a fund will reduce its dividends.

     Distributions  are taxable to you  regardless  of whether they are taken in
cash or reinvested,  even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution,  you must pay income taxes on the
distribution, even though the value of your invest- ment (plus cash received, if
any)  remains the same.  In  addition,  the share price at the time you purchase
shares may include  unrealized  gains in the  securities  held in the investment
portfolio of the fund. If these portfolio  securities are subsequently  sold and
the gains are realized,  they will, to the extent not offset by capital  losses,
be paid to you as a distribution  of capital gains and will be taxable to you as
short-term or long-term capital gains. See "Distributions," page 24.

     In January of the year following the  distribution,  if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

     Distributions  may also be subject to state and local taxes, even if all or
a  substantial  part of such  distributions  are derived  from  interest on U.S.
government  obligations,  which, if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

     If you have not complied with certain  provisions  of the Internal  Revenue
Code and  Regulations,  we are  required by federal law to withhold and remit to
the IRS 31% of reportable  payments (which may include dividends,  capital gains
distributions  and redemptions).  Those regulations  require you to certify that
the Social Security number or tax  identification  number you provide is correct
and that you are not subject to 31% withholding for previous  under-reporting to
the  IRS.  You  will be asked  to make  the  appropriate  certification  on your
application.  Payments  reported by us that omit your Social  Security number or
tax  identification  number will  subject us to a penalty of $50,  which will be
charged  against  your account if you fail to provide the  certification  by the
time the report is filed. This charge is not refundable.

     Redemption of shares of a fund (including  redemptions  made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will  generally  recognize  gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally will be long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of fund shares,  the reinvestment in additional fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the  Code,  resulting  in a  postponement  of the  recognition  of such loss for
federal income tax purposes.

MANAGEMENT

INVESTMENT MANAGEMENT

     Under  the laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible for managing the business and affairs of the funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century Investment Management,




Prospectus                       Additional Information You Should Know      25




   
Inc.  serves as the  investment  manager of the funds.  Its  principal  place of
business is American  Century  Tower,  4500 Main Street,  Kansas City,  Missouri
64111.  The  manager  has  been  providing  investment  management  services  to
investment companies and institutional clients since it was founded in 1958.
    

     In June 1995, American Century Companies,  Inc. ("ACC"),  the parent of the
manager,  acquired Benham  Management  International,  Inc. In the  acquisition,
Benham  Management  Corporation  ("BMC"),  the investment  adviser to the Benham
Group of  mutual  funds,  became  a  wholly  owned  subsidiary  of ACC.  Certain
employees of BMC provide investment  management services to funds managed by the
manager,  while certain employees of the manager provide  investment  management
services to funds managed by BMC.

     The manager  supervises and manages the  investment  portfolio of each fund
and directs the purchase and sale of its  investment  securities.  It utilizes a
team of portfolio  managers,  assistant  portfolio  managers and analysts acting
together to manage the assets of the funds.  The team meets  regularly to review
portfolio  holdings and to discuss purchase and sale activity.  The team adjusts
holdings  in the  funds'  portfolios  and  the  funds'  asset  mix  as it  deems
appropriate in pursuit of the funds' investment objectives. Individual portfolio
manager members of the team may also adjust  portfolio  holdings of the funds or
of sectors of the funds as necessary between team meetings.

     The portfolio  manager members of the teams managing the funds described in
this  Prospectus  and  their  work  experience  for the last  five  years are as
follows:

       


   
     James E. Stowers,  III,  President and Portfolio  Manager,  joined American
Century in 1981. He is a member of the team that manages Growth and Ultra.
    

     C. Casey  Colton,  Portfolio  Manager,  joined  BMC in 1990 as a  Municipal
Analyst. Mr. Colton was promoted to Portfolio Manager in 1995 and co-manages the
Benham GNMA Income Fund.

     Phillip N. Davidson,  Vice President and Portfolio Manager, joined American
Century in  September  1993 as a Portfolio  Manager.  Prior to joining  American
Century,  Mr.  Davidson  served as an  investment  manager for  Boatmen's  Trust
Company in St.  Louis,  Missouri.  He is a member of the team that manages Value
and Equity Income.

     Glenn A. Fogle,  Vice  President and  Portfolio  Manager,  joined  American
Century in September  1990 as an  Investment  Analyst,  a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista and Giftrust.

     Norman E. Hoops,  Senior Vice President and Fixed Income Portfolio Manager,
joined  American  Century as Vice  President and  Portfolio  Manager in November
1989. In April 1993, he became Senior Vice President. He is a member of the team
that manages  Limited-Term  Bond,  Intermediate-Term  Bond,  Benham Bond and the
fixed income portion of Balanced.

   
     Mark S. Kopinski,  Vice President and Portfolio Manager,  rejoined American
Century in April 1997. From June 1995 to March 1997, Mr. Kopinski served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to June
1995,  Mr.  Kopinski was a Vice  President  and  Portfolio  Manager for American
Century.  He is a member  of the team  that  manages  International  Growth  and
International Discovery and was a member of the team at its inception in 1991.
    

     David Schroeder,  Vice President and Portfolio Manager,  joined BMC in July
1990. Mr. Schroeder has primary  responsibility for the day-to-day operations of
the Benham Treasury Note, Benham Short-Term, and Benham Long-Term Funds. He also
manages Benham Target Maturities Trust.

   
     John D. Seitzer, Portfolio Manager, joined American Century in June 1993 as
an Investment  Analyst,  a position he held until July 1996. At that time he was
promoted to Portfolio  Manager.  Prior to joining American Century,  Mr. Seitzer
attended Indiana University from August 1991 to June 1993, where he obtained his
MBA degree. He is a member of the team that manages Vista and Giftrust.

     Henrik  Strabo,  Vice  President and  Portfolio  Manager,  joined  American
Century  in  1993 as an  Investment  Analyst  on the  International  Growth  and
International Discovery team and has been a Portfolio Manager member of the team
since 1994.  Prior to joining American  Century,  Mr. Strabo was Vice President,
International Equity Sales with Barclays de Zoete Wedd from 1991 to 1993.
    




26   Additional Information You Should Know         American Century Investments




     Jeffrey R. Tyler,  Senior Vice President and Portfolio Manager,  joined BMC
in January 1988 as a Portfolio  Manager.  Mr. Tyler supervises the team of other
Portfolio  Managers  who  assist in the  management  of the  various  investment
categories of the funds.  Mr. Tyler also co-manages the Benham GNMA Income Fund.
He also has primary  responsibility for the day-to-day  operations of the Benham
Capital  Manager  Fund and  oversees the  portfolio  manager's  operation of the
Benham European Government Bond Fund.

       


     Peter A. Zuger,  Vice  President and  Portfolio  Manager,  joined  American
Century in June 1993 as a Portfolio Manager. Prior to joining Twentieth Century,
Mr. Zuger served as an investment manager in the Trust Department of NBD Bancorp
in Detroit,  Michigan.  He is a member of the team that manages Value and Equity
Income.

     The  activities of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  pays all the  expenses  of the funds  except
brokerage,  taxes,  interest,  fees and  expenses of the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

     For the services  provided to the Investor Class of the funds,  the manager
receives an annual fee of 1.00% of average net assets up to $1 billion and 0.90%
of  average  net  assets in  excess  of $1  billion  for  Strategic  Allocation:
Conservative,  1.10% of average net assets up to $1 billion and 1.00% of average
net assets in excess of $1 billion for Strategic Allocation: Moderate, and 1.20%
of average net assets up to $1 billion and 1.10% of average net assets in excess
of $1 billion for Strategic Allocation: Aggressive.

     On the first business day of each month, each fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by multiplying  the applicable fee for such fund by
the  aggregate  average daily closing value of each fund's net assets during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

     The  management  fees paid by the funds to the  manager  may be higher than
those  paid  by  many  investment  companies.  However,  most if not all of such
companies also pay, in addition,  certain of their own expenses, while virtually
all of the funds' expenses, except as specified above, are paid by the manager.

CODE OF ETHICS

     The funds and the manager  have adopted a Code of Ethics,  which  restricts
personal  investing  practices by  employees of the manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information about the purchase or sale of securities in the funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

   
     American  Century  Services  Corporation,  4500 Main  Street,  Kansas City,
Missouri 64111, acts as transfer agent and dividend-paying  agent for the funds.
It provides  facilities,  equipment  and  personnel to the funds and is paid for
such services by the manager.
    

     Certain  recordkeeping and administrative  services that would otherwise be
performed  by the transfer  agent may be  performed  by an insurance  company or
other  entity  providing  similar  services for various  retirement  plans using
shares  of the  funds as a  funding  medium,  by  broker-dealers  and  financial
advisors  for their  customers  investing  in shares of  American  Century or by
sponsors of multi mutual fund no- or low-transaction  fee programs.  The manager
or an affiliate may enter into contracts to pay them for such  recordkeeping and
administrative services out of its unified management fee.

   
     Although  there is no sales  charge  levied by the funds,  transactions  in
shares of the funds may be executed by brokers or investment advisors who charge
a transaction-based  fee or other fee for their services.  Such charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer or financial  advisor and not remitted to the funds or the
manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.
    




Prospectus                      Additional Information You Should Know      27




     From time to time,  special  services  may be offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses associated with these special services will be paid by the manager.

     The manager and transfer  agent are both wholly  owned by American  Century
Companies, Inc. James E. Stowers Jr., Chairman of the funds' Board of Directors,
controls  American Century Companies by virtue of his ownership of a majority of
its common stock.

DISTRIBUTION OF FUND SHARES

   
     The funds' shares are distributed by American Century Investment  Services,
Inc., a registered  broker-dealer  and an affiliate of the manager.  The manager
pays all expenses for  promoting  and  distributing  the Investor  Class of fund
shares offered by this Prospectus. The Investor Class of shares does not pay any
commissions or other fees to the distributor or to any other  broker-dealers  or
financial intermediaries in connection with the distribution of fund shares.
    

FURTHER INFORMATION ABOUT AMERICAN CENTURY

     American  Century  Strategic  Asset  Allocations,  Inc.,  the issuer of the
funds, was organized as a Maryland corporation on April 4, 1994.

     The corporation is a diversified,  open-end  management  investment company
whose shares were first  offered for sale  February  15, 1996.  Its business and
affairs  are  managed  by its  officers  under  the  direction  of its  Board of
Directors.

     The  principal  office of the funds is American  Century  Tower,  4500 Main
Street, P.O. Box 419200, Kansas City, Missouri 64141-6200.  All inquiries may be
made by mail to that  address,  or by  phone  to  1-800-345-2021  (international
calls: 816-531-5575).

     American Century Strategic Asset  Allocations,  Inc. issues three series of
$0.01 par value  shares.  Each  series is commonly  referred  to as a fund.  The
assets belonging to each series of shares are held separately by the custodian.

   
     American  Century offers three classes of each of the funds offered by this
Prospectus: an Investor Class, a Service Class, and an Advisor Class. The shares
offered by this  Prospectus  are  Investor  Class  shares  and have no  up-front
charges, commissions, or 12b-1 fees.

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

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

     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 series or class of
shares affected.  Matters affecting only one series or class are voted upon only
by that series or class.

     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, it will not be necessary for
the funds to hold annual meetings of shareholders. As a result, shareholders


28   Additional Information You Should Know        American Century Investments



may not vote  each year on the  election  of  directors  or the  appointment  of
auditors. However, pursuant to the funds' bylaws, the holders of at least 10% of
the votes entitled to be cast may request the funds to hold a special meeting of
shareholders. We will assist in the communication with other shareholders.

         WE  RESERVE  THE RIGHT TO CHANGE  ANY OF OUR  POLICIES,  PRACTICES  AND
PROCEDURES  DESCRIBED IN THIS PROSPECTUS,  INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION,  WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN THOSE  INSTANCES  WHERE
SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.




Prospectus                       Additional Information You Should Know      29



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

     Person-to-person assistance:
     1-800-345-2021 or 816-531-5575

     Automated Information Line:
     1-800-345-8765

     Telecommunications Device for the Deaf:
     1-800-634-4113 or 816-753-1865

     Fax: 816-340-7962

     Internet: www.americancentury.com

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                                  Century(sm)


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                                   PROSPECTUS


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                                  Century(sm)

   
                                  APRIL 1, 1997
    


                                    AMERICAN
                                    CENTURY
                                     GROUP

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

ADVISOR CLASS

                                 [front cover]



                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS


     American  Century  Investments  offers you nearly 70 fund choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.


                          AMERICAN CENTURY INVESTMENTS


 BENHAM GROUP(R)           AMERICAN CENTURY GROUP     TWENTIETH CENTURY(R) GROUP
                                                                               
 MONEY MARKET FUNDS          ASSET ALLOCATION &             GROWTH FUNDS       
GOVERNMENT BOND FUNDS          BALANCED FUNDS            INTERNATIONAL FUNDS   
DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS      
 MUNICIPAL BOND FUNDS         SPECIALTY FUNDS           
                                                        
                     Strategic Allocation: Conservative
                       Strategic Allocation: Moderate    
                      Strategic Allocation: Aggressive  




                                   PROSPECTUS
   
                                  APRIL 1, 1997
    


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


                                  ADVISOR CLASS


               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

     American Century Strategic Asset  Allocations,  Inc., is a part of American
Century  Investments,  a family of funds that  includes  nearly 70  no-load  and
low-load mutual funds covering a variety of investment  opportunities.  Three of
the funds that diversify their investments among stocks,  bonds and money market
instruments are described in this Prospectus.  Their  investment  objectives are
listed on page 2 of this  Prospectus.  The other funds are described in separate
prospectuses.

     Each fund's shares  offered in this  Prospectus  (the Advisor Class shares)
are sold at their net asset  value  with no sales  charges or  commissions.  The
Advisor  Class shares are subject to a Rule 12b-1  shareholder  services fee and
distribution fee as described in this Prospectus.

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

   
     This Prospectus gives you information  about the funds that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated April 1, 1997,  and filed with the  Securities  and  Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:
    

                          American Century Investments
                       4500 Main Street o P.O. Box 419385
                Kansas City, Missouri 64141-6385 o 1-800-345-3533
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-753-0700
                        Internet: www.americancentury.com

     Additional  information,  including  this  Prospectus  and the Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Prospectus                                                   1



                       INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY
STRATEGIC ALLOCATION: CONSERVATIVE

AMERICAN CENTURY
STRATEGIC ALLOCATION: MODERATE

AMERICAN CENTURY
STRATEGIC ALLOCATION: AGGRESSIVE

     The  investment  objective  of each fund is to  provide  as high a level of
total return  (capital  appreciation  plus  dividend and interest  income) as is
consistent  with its risk  profile.  Each fund seeks to achieve  its  investment
objective  by  diversifying  investments  among  three  asset  classes -- equity
securities,  bonds and cash equivalent instruments, the mix of which will depend
on the risk profile of the particular fund. The funds are designed for investors
with investment time horizons of at least five years who want to diversify their
investments  among  these  various  asset  classes  through a single  investment
vehicle. See "Investment Policies of the Funds," page 7.

     There  is no  assurance  that  the  funds  will  achieve  their  respective
investment objectives.


NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  TO GIVE ANY  INFORMATION  OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

2     Investment Objectives                    American Century Investments


                                TABLE OF CONTENTS


   
     Investment Objectives of the Funds                     2
     Transaction and Operating Expense Table                4
     Financial Highlights                                   5
     Performance Information of Other Class                 6
    


     INFORMATION REGARDING THE FUNDS


     Investment Policies of the Funds ......................7
         Asset Allocation Funds ............................7
         Investment Strategy
           and Asset Diversification .......................7
         Investment Approach and Practices .................8
         General Portfolio Management ......................9
     Other Investment Practices,
        Their Characteristics
        and Risks ..........................................10
         Equity Securities .................................10
         Foreign Securities ................................10
         Mortgage-Related and Other
            Asset-Backed Securities ........................11
         Forward Currency Exchange Contracts
            and Options Thereon ............................12
         Portfolio Turnover ................................13
         Repurchase Agreements .............................13
         Futures Contracts .................................13
         Derivative Securities .............................14
         When-Issued Securities ............................15
         Short Sales .......................................15
         Rule 144A Securities ..............................15
     Performance Advertising ...............................15

     HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

     How to Purchase and Sell American
        Century Funds ......................................17
     How to Exchange from One American Century
        Fund to Another ....................................17
     How to Redeem Shares ..................................17
         Special Requirements
            for Large Redemptions ..........................17
     Telephone Services ....................................18
         Investors Line ....................................18

     ADDITIONAL INFORMATION YOU SHOULD KNOW

     Share Price ...........................................19
         When Share Price Is Determined ....................19
         How Share Price Is Determined .....................19
         Where to Find Information
            About Share Price ..............................20
     Distributions .........................................20
     Taxes .................................................20
         Tax-Deferred Accounts .............................20
         Taxable Accounts ..................................20
     Management ............................................21
         Investment Management .............................21
         Code of Ethics ....................................23
         Transfer and Administrative Services ..............23
     Distribution of Fund Shares ...........................23
         Service and Distribution Fees .....................23
     Further Information About American Century ............24


     Prospectus                                  Table of Contents         3



<TABLE>
<CAPTION>
                     TRANSACTION AND OPERATING EXPENSE TABLE


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

     SHAREHOLDER TRANSACTION EXPENSES:
<S>                                         <C>               <C>               <C>  
     Maximum Sales Load
       Imposed on Purchases .............   none              none              none
     Maximum Sales Load Imposed
       on Reinvested Dividends ..........   none              none              none
     Deferred Sales Load ................   none              none              none
     Redemption Fee .....................   none              none              none
     Exchange Fee .......................   none              none              none


     ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):

   
     Management Fees ....................   0.75% (1)         0.85% (2)         0.95% (3)
     12b-1 Fees(4) ......................   0.50%             0.50%             0.50%
     Other Expenses(5) ..................   0.00%             0.00%             0.00%
     Total Fund Operating Expenses ......   1.25%             1.35%             1.45%
    

     EXAMPLE:
     You would pay the
     following expenses on          1 year  $13               $14               $15
     a $1,000 investment,
     assuming a 5%
     annual return                  3 years  40                43                46
     and redemption at
     the end of each time period(6):

(1)  The fund  pays an  annual  management  fee  equal to 0.75% of its  first $1
     billion of average  net  assets  and 0.65% of  average  net assets  over $1
     billion.

(2)  The fund  pays an  annual  management  fee  equal to 0.85% of its  first $1
     billion of average  net  assets  and 0.75% of  average  net assets  over $1
     billion.

(3)  The fund  pays an  annual  management  fee  equal to 0.95% of its  first $1
     billion of average  net  assets  and 0.85% of  average  net assets  over $1
     billion.

   
(4)  The 12b-1 fee is designed to permit  investors  to purchase  Advisor  Class
     shares  through  broker-dealers,   banks,  insurance  companies  and  other
     financial  intermediaries.  A portion of the fee is used to compensate them
     for ongoing recordkeeping and administrative  services that would otherwise
     be  performed  by an  affiliate  of the  manager,  and a portion is used to
     compensate  them for  distribution  and  other  shareholder  services.  See
     "Service and Distribution Fees," page 23.

(5)  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  0.01% of 1% of
     average net assets for the fund's most recent fiscal year.
    

(6)  Assumes  that the average net assets of the funds  remain  constant at less
     than $1 billion.
</TABLE>

     The purpose of this table is to help you  understand  the various costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection  with an  investment  in the class of shares of the American  Century
funds  offered  by  this  Prospectus.   The  example  set  forth  above  assumes
reinvestment  of all  dividends and  distributions  and uses a 5% annual rate of
return as required by Securities and Exchange Commission regulations.

         NEITHER THE 5% RATE OF RETURN NOR THE  EXPENSES  SHOWN ABOVE  SHOULD BE
CONSIDERED  INDICATIONS OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

   
     The shares offered by this  Prospectus are Advisor Class shares.  The funds
offer two other classes of shares,  one of which is primarily  made available to
retail  investors  and one that is primarily  made  available  to  institutional
investors.  The other  classes have  different fee  structures  than the Advisor
Class.  The difference in the fee structures  among the classes is the result of
their separate  arrangements for shareholder and  distribution  services and not
the  result  of any  difference  in  amounts  charged  by the  manager  for core
investment advisory services. Accordingly, the core investment advisory expenses
do not vary by class. A difference in fees will result in different  performance
for those other classes.  For additional  information about the various classes,
see "Further Information About American Century," page 24.
    


4      Transaction and Operating Expense Table     American Century Investments



                              FINANCIAL HIGHLIGHTS

   
     The sale of the Advisor  Class of the funds  commenced  on October 2, 1996.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on February 15, 1996, is presented on page 6.

     The  Financial  Highlights  for the period  presented  have been audited by
Ernst & Young LLP,  independent  auditors,  whose report thereon  appears in the
funds' annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
November 30, 1996.

<TABLE>

                                    Strategic        Strategic         Strategic
                                    Allocation:      Allocation:       Allocation:
                                    Conservative(1)  Moderate(1)       Aggressive(1)


PER-SHARE DATA

Net Asset Value,
<S>                                  <C>              <C>               <C>  
  Beginning of Period .............. $5.09            $5.24             $5.37
                                     -----            -----             -----
Income from
   Investment Operations
     Net Investment Income .........   .03(2)           .02(2)            .01(2)
     Net Realized and Unrealized
       Gain on
          Investment
         Transactions ..............   .14              .16               .15
                                     -----            -----             -----
     Total from
          Investment Operations ....   .17              .18               .16
                                     -----            -----             -----
Net Asset Value, End of Period ..... $5.26            $5.42             $5.53
                                     =====            =====             =====
     Total Return(3) ...............  3.34%            3.44%             2.98%



RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
   to Average Net Assets ...........  1.25%(4)         1.35%(4)          1.45%(4)
     Ratio of Net Investment
        Income to Average
        Net Assets .................  3.25%(4)        2.10%(4)        1.31%(4)
     Portfolio Turnover Rate .......    44%             78%             64%
     Average Commission
        Paid per Investment
        Security Traded ............  $.0271          $.0186          $.0202
     Net Assets,
        End of Period
        (in thousands) ............. $3,973          $7,566          $5,872
</TABLE>

(1)  October  2,  1996  (commencement  of sale  of the  Advisor  Class)  through
     November 30, 1996.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any. Total returns are not annualized.

(4)  Annualized.

    
Prospectus                                         Financial Highlights      5


   
                     PERFORMANCE INFORMATION OF OTHER CLASS


     The original  class of shares of the funds were  designated  the  "Investor
Class" established September 3, 1996. The financial information in the following
table reflects the performance of the funds' Investor Class of shares.  Investor
Class  shares  have a total  expense  ratio that is 0.25% lower than the Advisor
Class shares offered by this Prospectus. Had the Advisor Class been in existence
for such funds for the time period presented,  the performance would be lower as
a result of the additional expense.

     The performance  information  for the period  presented has been audited by
Ernst & Young LLP,  independent  auditors,  whose report thereon  appears in the
funds' annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and will be made  available  upon request and without  charge.  The
information presented is for an Investor Class share outstanding  throughout the
period ended November 30, 1996.

<TABLE>

                                    Strategic        Strategic         Strategic
                                    Allocation:      Allocation:       Allocation:
                                    Conservative(1)  Moderate(1)       Aggressive(1)



PER-SHARE DATA

Net Asset Value,
<S>                                 <C>              <C>               <C>  
   Beginning of Period ...........  $5.00            $5.00             $5.00
                                    -----            -----             -----
Income from
   Investment Operations
     Net Investment Income .......    .13(2)           .10(2)            .07(2)
     Net Realized and
        Unrealized Gain on
        Investment Transactions ..    .22              .39               .46
                                    -----            -----             -----
     Total from
        Investment Operations ....    .35              .49               .53
                                    -----            -----             -----
Distributions
     From Net Investment Income ..   (.09)            (.07)               --
                                    -----            -----             -----
Net Asset Value, End of Period ...  $5.26            $5.42             $5.53
                                    =====            =====             =====
     Total Return(3) .............   7.02%             .91%            10.60%


RATIOS/SUPPLEMENTAL DATA

     Ratio of Operating
        Expenses to Average
        Net Assets ...............   1.01%(4)         1.10%(4)          1.20%(4)
     Ratio of Net Investment
        Income to Average
        Net Assets ...............   3.67%(4)         2.52%(4)          1.72%(4)
     Portfolio Turnover Rate .....     44%              78%               64%
     Average Commission Paid
        per Investment
        Security Traded ..........   $.0271           $.0186            $.0202
     Net Assets, End of
        Period (in thousands) ....  $33,110          $57,836           $46,276
</TABLE>

(1)  February 15, 1996 (inception) through November 30, 1996.

(2)  Computed using average shares outstanding throughout the period.

(3)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
     distributions, if any. Total returns are not annualized.

(4)  Annualized.

    

6    Performance Information Of Other Class        American Century Investments



                        INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

     Each  fund's  investment  objective  is to  obtain as high a level of total
return (capital appreciation plus dividend and interest income) as is consistent
with  such  fund's  risk  profile.  As with all  mutual  funds,  there can be no
assurance that the funds will achieve their investment objectives.

     You should be aware that the names of the funds are intended to reflect the
relative short-term price volatility risk among the three asset allocation funds
offered in this Prospectus and not as an indication of the manager's  assessment
of the riskiness of the funds as compared to other mutual funds, including other
mutual funds within the American Century family of funds.

ASSET ALLOCATION FUNDS

     The funds pursue a flexible  approach  that  diversifies  the funds' assets
among various classes and categories of assets. Each fund has its own mix, which
gives it a distinct  risk profile and return  potential.  The three funds enable
investors to select the level of risk that is appropriate  for their  particular
situations   and  investment   goals.   See   "Investment   Strategy  and  Asset
Diversification," this page.

Strategic Allocation: Conservative

     The  asset  mix of  Strategic  Allocation:  Conservative  seeks to  provide
shareholders  with regular income through its emphasis on bonds and money market
securities, combined with the potential for moderate long-term total return as a
result of its stake in equity securities. The fund's emphasis on bonds and money
market securities should help to provide a measure of principal protection while
the stock market is in a decline.

Strategic Allocation: Moderate

     The asset mix of Strategic Allocation:  Moderate emphasizes  investments in
equity  securities,  but  maintains  a sizable  stake in bonds and money  market
securities.  This asset mix seeks to provide  long-term  growth and some regular
income, while helping to moderate losses when the stock market declines.

Strategic Allocation: Aggressive

     The asset mix of Strategic Allocation: Aggressive emphasizes investments in
equity  securities,  but  maintains  a portion  of its assets in bonds and money
market  securities.  This asset mix seeks to provide long-term growth,  together
with a small  amount of income to help  cushion  the  volatility  of the  equity
portfolio.

INVESTMENT STRATEGY AND ASSET DIVERSIFICATION

     The funds  seek to  achieve  their  investment  objectives  by  pursuing  a
strategic asset  allocation  strategy.  Each fund will diversify its investments
among three major asset classes -- equity securities,  bonds and cash equivalent
instruments.

     Each fund has its own neutral  mix that  represents  a benchmark  as to how
that  fund's  investments  will be  generally  allocated  among the major  asset
classes over the long term. Each fund's neutral mix is set forth below:

Neutral Mixes

                            Equity                  Cash
Fund                      Securities     Bonds   Equivalents
Strategic Allocation:
Conservative                 40%          45%        15%
Strategic Allocation:
Moderate                     60%          30%        10%
Strategic Allocation:
Aggressive                   75%          20%         5%

     The mix of a fund  will  vary  over  short-term  periods  depending  on the
relative  performance of the various asset classes (for example,  when one class
of assets  increases or  decreases  in value at a different  rate than the other
classes).  In addition,  the manager may temporarily emphasize or de-emphasize a
class of assets based on market  conditions  regarding the relative value of the
asset  class in the near term.  However,  each fund has  operating  ranges  that
restrict



Prospectus                                  Information Regarding the Funds    7




the  amount by which the  assets of each class may  fluctuate.  Those  operating
ranges are set forth below:

Operating Ranges

                           Equity                    Cash
Fund                     Securities     Bonds    Equivalents
Strategic Allocation:
Conservative               34-46%       38-52%      10-25%
Strategic Allocation:
Moderate                   50-70%       20-40%       5-20%
Strategic Allocation:
Aggressive                 60-90%       10-30%       0-15%

     In addition to diversifying  among asset classes,  the assets in the equity
and bond  classes  are  further  diversified  among  investment  categories  (or
sectors)  and  styles  within  those  classes.   See  "Investment  Approach  and
Practices,"  below. The allocation of assets within a fund's operating range and
among the  different  investment  categories  within  each class is  designed to
provide a diversified portfolio emphasizing total return.

INVESTMENT APPROACH AND PRACTICES

     As described  above,  each fund's  assets are  allocated  among major asset
classes  according to their  respective  asset mix and subject to the applicable
operating  ranges.  Each fund's  assets are further  diversified  among  various
investment  categories  and  disciplines  within  the major  asset  classes,  as
described below.

Equity Securities

   
     The equity  portion of a fund's  portfolio  may be  invested in any type of
domestic or foreign equity security, primarily common stocks, that meets certain
fundamental and technical  standards of selection.  The manager  utilizes both a
growth and a value investment  discipline in managing the equity portion of each
fund's portfolio.
    

     The growth discipline seeks long-term capital  appreciation by investing in
companies  whose  earnings and revenue  trends meet the  manager's  standards of
selection,  which generally means that the companies have  demonstrated,  or, in
the  manager's  opinion,  have the  prospects  for  demonstrating,  accelerating
earnings and revenues as compared to prior periods and/or industry  competitors.
The value  investment  discipline  seeks  capital  growth by investing in equity
securities of well-established  companies that are believed by the manager to be
temporarily undervalued.

     The manager believes that both value investing and growth investing provide
the potential for appreciation  over time. Value investing tends to provide less
volatile  results.  This lower  volatility  means that the price of value stocks
tends not to fall as significantly as growth stocks do in down markets. However,
value stocks do not usually  appreciate as  significantly as growth stocks do in
up markets. In keeping with the  diversification  theme of these funds, and as a
result  of  management's  belief  that  these  styles  are  complementary,  both
disciplines will be represented to some degree in each portfolio at all times.

     As noted,  the value  investment  discipline tends to be less volatile than
the growth style. As a result, Strategic Allocation: Conservative will generally
have a higher  proportion  of its equity  investments  in value  stocks than the
other two funds. Likewise, Strategic Allocation:  Aggressive will generally have
a greater proportion of growth stocks than either Strategic Allocation: Moderate
or Strategic Allocation: Conservative.

     In addition,  the equity  portion of each fund's  portfolio will be further
diversified  among small,  medium and large  companies.  This approach  provides
investors with an additional level of  diversification  and enables investors to
achieve a broader exposure to the various  capitalization  ranges without having
to invest in multiple funds.

     Although  the  funds  will  remain   exposed  to  each  of  the  investment
disciplines  and  categories   described  above,  a  particular   discipline  or
investment  category may be  emphasized  when, in the  manager's  opinion,  such
discipline  or  investment  category  is  undervalued   relative  to  the  other
disciplines   or   categories.    See   "Other   Investment   Practices,   Their
Characteristics and Risks," page 10.

Bonds

     The fixed income portion of a fund's  portfolio will include U.S.  Treasury
securities,  securities issued or guaranteed by the U.S. government or a foreign
government, or an agency or instrumentality of the U.S. or a foreign government,
and non-convertible debt obliga-




8    Information Regarding the Funds               American Century Investments




tions  issued by U.S.  or  foreign  corporations.  The funds may also  invest in
mortgage-related   and  other   asset-backed   securities  as  described   under
"Mortgage-Related  and  Other  Asset-Backed  Securities,"  page 11.  As with the
equity  portion of a fund's  portfolio,  the bond portion of a fund's  portfolio
will  be  diversified  among  the  various  types  of  fixed  income  investment
categories  described  above.  The manager's  strategy is to actively manage the
portfolio by investing the fund's assets in sectors it believes are  undervalued
(relative to the other sectors) and which represent  better  relative  long-term
investment opportunities.

     The  value of fixed  income  securities  fluctuates  based  on  changes  in
interest rates and in the credit  quality of the issuer.  Debt  securities  that
comprise part of a fund's fixed income  portfolio  will  primarily be limited to
"investment grade"  obligations.  However,  Strategic  Allocation:  Moderate may
invest up to 5% of its assets, and Strategic  Allocation:  Aggressive may invest
up to 10% of its assets, in "high yield"  securities.  "Investment  grade" means
that at the time of purchase, such obligations are rated within the four highest
categories  by a nationally  recognized  statistical  rating  organization  [for
example, at least Baa by Moody's Investors Service,  Inc.  ("Moody's") or BBB by
Standard & Poor's  Corporation  ("S&P")],  or, if not rated,  are of  equivalent
investment  quality  as  determined  by the  investment  manager.  According  to
Moody's,   bonds  rated  Baa  are  medium-grade  and  possess  some  speculative
characteristics.  A BBB rating by S&P  indicates  S&P's  belief  that a security
exhibits a satisfactory degree of safety and capacity for repayment, but is more
vulnerable to adverse economic conditions and changing circumstances.

     "High yield" securities,  sometimes referred to as "junk bonds," are higher
risk,  non-convertible  debt  obligations  that are rated below investment grade
securities, or are unrated, but with similar credit quality.

     There are no credit or maturity restrictions on the fixed income securities
in which the high yield  portion of a fund's  portfolio  may be  invested.  Debt
securities rated lower than Baa by Moody's or BBB by S&P or their equivalent are
considered  by  many  to  be  predominantly  speculative.  Changes  in  economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered  for purchase by the fund are analyzed by the  investment  manager to
determine,  to the extent reasonably  possible,  that the planned  investment is
sound, given the investment  objective of the fund. See "An Explanation of Fixed
Income Securities Ratings" in the Statement of Additional Information.

     Under normal market conditions,  the maturities of fixed-income  securities
in which the funds invest will range from 2 to 30 years.

Cash Equivalents

     The cash  equivalent  portion  of a fund's  portfolio  may be  invested  in
high-quality  money market  instruments  (denominated in U.S. dollars or foreign
currencies), including U.S. government obligations,  obligations of domestic and
foreign banks, short-term corporate debt instruments and repurchase agreements.

GENERAL PORTFOLIO MANAGEMENT

     Within each asset  class,  each  fund's  holdings  will be invested  across
industry groups and issuers that meet its investment criteria. This diversity of
investment is intended to help reduce the risk created by  over-concentration in
a particular industry or issuer.

     The funds are "strategic"  rather than "tactical"  allocation funds,  which
means that the  manager  does not try to time the market to  identify  the exact
time when a major reallocation should be made.  Instead,  the manager utilizes a
longer-term  approach in pursuing  the funds'  investment  objectives,  and thus
selects a blend of investments in the various asset classes.

     The manager regularly  reviews each fund's  investments and allocations and
may make changes in the  particular  securities  within each asset class or to a
fund's asset mix (within the defined operating ranges) to favor investments that
it believes  will  provide  the most  favorable  outlook for  achieving a fund's
objective.  Recommended  reallocations  may be  implemented  promptly  or may be
implemented  gradually.  In order to minimize the impact of  reallocations  on a
fund's  performance,  the manager will  generally  attempt to reallocate  assets
gradually.

     In  determining  the  allocation  of assets among U.S. and foreign  capital
markets, the manager considers the condition and growth potential of the various
economies; the relative valuations of the markets; and



Prospectus                                Information Regarding the Funds    9




social, political, and economic factors that may affect the markets.

     In selecting securities in foreign currencies, the manager considers, among
other factors,  the impact of foreign exchange rates relative to the U.S. dollar
value of such  securities.  The  manager  may  seek to hedge  all or a part of a
fund's foreign  currency  exposure  through the use of forward foreign  currency
contracts or options  thereon.  See "Forward  Currency  Exchange  Contracts  and
Options Thereon," page 12.

     The  funds  attempt  to  diversify  across  asset  classes  and  investment
categories to a greater extent than mutual funds that invest primarily in equity
securities  or  primarily  in fixed income  securities.  However,  the funds are
designed to fit three general risk profiles and may not provide an appropriately
balanced investment plan for all investors.

     The funds' investment objectives,  as identified on the front cover of this
Prospectus,  and any other  investment  policies  designated as "fundamental" in
this Prospectus or in the Statement of Additional Information, cannot be changed
without  the  approval  of the  shareholders  entitled to cast a majority of the
outstanding votes of the corporation,  as defined by the Investment Company Act.
Unless  otherwise  noted,  all  other  investment  policies  and  practices  are
nonfundamental and may be changed without shareholder approval.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

     For additional information, see "Additional Investment Restrictions" in the
Statement of Additional Information.

EQUITY SECURITIES

     In addition to  investing in common  stocks,  the funds may invest in other
equity  securities and equity  equivalents.  Other equity  securities and equity
equivalents  include  securities  that  permit  the fund to  receive  an  equity
interest  in an issuer,  the  opportunity  to acquire an equity  interest  in an
issuer,  or the  opportunity to receive a return on its investment  that permits
the fund to  benefit  from the  growth  over time in the  equity  of an  issuer.
Examples of equity  securities and equity  equivalents  include preferred stock,
convertible preferred stock and convertible debt securities.

     Each fund will limit its purchase of convertible  debt  securities to those
that, at the time of purchase, are rated at least B- by S&P or B3 by Moody's, or
if  not  rated  by S&P  or  Moody's  are of  equivalent  investment  quality  as
determined by the manager.  A fund's  investments in convertible debt securities
and other high yield,  non-convertible  debt securities  rated below  investment
grade will  comprise  less than 35% of the fund's net  assets.  Debt  securities
rated below the four highest  categories are not considered  "investment  grade"
obligations.  These securities have speculative characteristics and present more
credit risk than investment grade obligations.  For a description of the S&P and
Moody's  ratings  categories,  see "An  Explanation  of Fixed Income  Securities
Ratings," in the Statement of Additional  Information.  Equity  equivalents  may
also  include  securities  whose  value or return is  derived  from the value or
return of a different  security.  Depositary receipts are an example of the type
of equity equivalent security in which the funds might invest.

FOREIGN SECURITIES

     Each  of the  funds  may  invest  in the  securities  of  foreign  issuers,
including debt securities of foreign governments and their agencies,  when these
securities meet its standards of selection. The manager defines "foreign issuer"
as an issuer of securities that is domiciled outside the United States,  derives
at least 50% of its total  revenue from  production  or sales outside the United
States, and/or whose principal trading market is outside the United States.

     Strategic Allocation:  Conservative will generally invest between 7 and 17%
of its  assets  in  foreign  securities;  Strategic  Allocation:  Moderate  will
generally  invest  between 10 and 30% of its assets in foreign  securities;  and
Strategic Allocation: Aggressive will generally invest between 15 and 35% of its
assets in foreign  securities.  With regard to foreign  investments by Strategic
Allocation:  Conservative,  the  principal  activities  of such  issuers will be
located in developed countries. With regard to Strategic Allocation:  Aggressive
and Strategic Allocation: Moderate, the principal activities of such issuers may
be located in either developed or developing countries,  but the majority of the
activities will be in developed countries.



10   Information Regarding the Funds        American Century Investments




     The funds may make such investments  either directly in foreign  securities
or indirectly by purchasing  depositary receipts or depositary shares of similar
instruments ("depositary receipts") for foreign securities.  Depositary receipts
are  securities  that  are  listed  on  exchanges  or  quoted  in  the  domestic
over-the-counter  markets  in  one  country  but  represent  shares  of  issuers
domiciled in another country.  Direct  investments in foreign  securities may be
made either on foreign securities exchanges or in the over-the-counter markets.

     Subject to its investment  objective and policies,  each fund may invest in
common stocks, convertible securities,  preferred stocks, bonds, notes and other
debt securities of foreign  issuers and debt  securities of foreign  governments
and  their  agencies.  The  credit  quality  standards  applicable  to  domestic
securities  purchased by each fund are also applicable to its foreign securities
investments.

     Investments  in foreign  securities may present  certain  risks,  including
those resulting from fluctuations in currency  exchange rates,  future political
and economic developments, reduced availability of public information concerning
issuers,  and the fact that foreign issuers are not generally subject to uniform
accounting,  auditing and financial  reporting  standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.

     Strategic  Allocation:  Moderate and Strategic  Allocation:  Aggressive may
invest a portion of their  international  holdings in  securities  of issuers in
emerging market  (developing)  countries.  The funds consider  "emerging  market
countries"  to include all  countries  that are  considered by the manager to be
developing or emerging countries.  Currently, the countries not included in this
category for the funds offered by this Prospectus are the United States, Canada,
Japan, the United Kingdom,  Germany, Austria, France, Hong Kong, Italy, Ireland,
Singapore,  Spain,  Belgium,  the  Netherlands,  Switzerland,  Sweden,  Finland,
Norway,  Denmark,  Australia  and  New  Zealand.  In  addition,  as used in this
Prospectus,  "securities  of issuers in  emerging  market  countries"  means (i)
securities of issuers the principal  securities  trading  market for which is an
emerging  market country or (ii)  securities of issuers  having their  principal
place of business or principal office in emerging market countries.

     Investing in emerging market countries involves  significantly  higher risk
than investing in countries  with  developed  markets as a result of uncertainty
regarding the companies and the markets in which they operate. Securities prices
can be more  volatile  than in  developed  countries  as a  result  of  investor
concerns regarding the stability of the government, internal economic pressures,
and the impact of external economic factors. In addition,  securities markets in
emerging  market  countries  may trade a small number of  securities  and may be
unable to  respond  effectively  to  increases  in trading  volume,  potentially
resulting in a lack of liquidity  and in  volatility  in the price of securities
traded on those markets.  Also,  securities markets in emerging market countries
typically  offer less  regulatory  protection for  investors.  See "Investing in
Emerging Market Countries," in the Statement of Additional Information.

MORTGAGE-RELATED AND OTHER
ASSET-BACKED SECURITIES

     The funds may purchase  mortgage-related and other asset-backed securities.
Mortgage  pass-through  securities  are  securities  representing  interests  in
"pools" of mortgages  in which  payments of both  interest and  principal on the
securities  are generally  made monthly,  in effect  "passing  through"  monthly
payments made by the individual borrowers on the residential mortgage loans that
underlie  the  securities  (net of fees paid to the issuer or  guarantor  of the
securities).

     Early repayment of principal on mortgage  pass-through  securities (arising
from  prepayments  of  principal  due  to  sale  of  the  underlying   property,
refinancing,  or  foreclosure,  net of fees and costs which may be incurred) may
expose the funds to a lower rate of return upon reinvestment of principal. Also,
if a security subject to prepayment were purchased at a premium, in the event of
prepayment,  the value of the  premium  would be lost.  Like other  fixed-income
securities,  when interest rates rise, the value of a mortgage-related  security
generally  will decline;  however,  when interest  rates  decline,  the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed-income securities.

     Payment of principal and interest on some mortgage pass-through  securities
(but not the market value of the securities themselves) may be guaranteed by



Prospectus                               Information Regarding the Funds    11





the full  faith and  credit  of the U.S.  government  in the case of  securities
guaranteed by the Government National Mortgage Association (GNMA), or guaranteed
by  agencies  or  instrumentalities  of  the  U.S.  government  in the  case  of
securities guaranteed by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC),  which are supported only by the
discretionary  authority  of  the  U.S.  government  to  purchase  the  agency's
obligations.

     Mortgage pass-through  securities created by nongovernmental  issuers (such
as commercial banks,  savings and loan institutions,  private mortgage insurance
companies, mortgage bankers and other secondary market issuers) may be supported
by various forms of insurance or guarantees,  including  individual loan, title,
pool and  hazard  insurance  and  letters  of  credit,  which  may be  issued by
governmental entities, private insurers, or the mortgage poolers.

     The funds may also invest in collateralized  mortgage  obligations  (CMOs).
CMOs   are   mortgage-backed   securities   issued   by   government   agencies;
single-purpose,   stand-alone  financial  subsidiaries;  trusts  established  by
financial  institutions;  or similar  institutions.  The funds may buy CMOs that
meet the following criteria:

o    are  collateralized by pools of mortgages in which payment of principal and
     interest of each mortgage is guaranteed by an agency or  instrumentality of
     the U.S. government;

   
o    are  collateralized by pools of mortgages in which payment of principal and
     interest are guaranteed by the issuer,  and the guarantee is collateralized
     by U.S. government securities; and
    

o    are  securities in which the proceeds of the issue are invested in mortgage
     securities  and  payments of principal  and  interest are  supported by the
     credit of an agency or instrumentality of the U.S. government.


FORWARD CURRENCY EXCHANGE CONTRACTS
AND OPTIONS THEREON


     Some of the  securities  held by the funds may be  denominated  in  foreign
currencies. Other securities, such as depositary receipts, may be denominated in
U.S.  dollars but have a value that is dependent on the performance of a foreign
security,  as valued in the currency of its home country. As a result, the value
of a fund's  portfolio  may be affected by changes in the exchange  rate between
foreign  currencies  and the U.S.  dollar,  as well as by  changes in the market
value of the  securities  themselves.  The  performance  of  foreign  currencies
relative  to the U.S.  dollar may be a factor in the  overall  performance  of a
fund.

     To protect against adverse movements in exchange rates between  currencies,
the funds may, for hedging purposes only,  enter into forward currency  exchange
contracts  and buy put and  call  options  relating  to  interest  rate  futures
contracts.  A forward currency exchange contract obligates a fund to purchase or
sell a specific  currency at a future date at a specific  price.  An option is a
contractual  right  to  acquire  a  financial  asset,  such as a  security,  the
securities of a market index, a foreign currency or a foreign currency  exchange
contract, at a specific price at the end of a specified term.

     A fund may elect to enter into a forward currency  exchange  contract or an
option  thereon  with respect to a specific  purchase or sale of a security,  or
with respect to the fund's portfolio positions generally.

     By entering into a forward currency  exchange contract or an option thereon
with respect to the  specific  purchase or sale of a security  denominated  in a
foreign currency, the funds can "lock in" an exchange rate between the trade and
settlement dates for that purchase or sale. This practice is sometimes  referred
to as  "transaction  hedging."  Each fund may  enter  into  transaction  hedging
contracts with respect to all or a substantial portion of its foreign securities
trades.

     When the manager  believes that a particular  currency may decline in value
compared  to the  dollar,  the funds may enter into  forward  currency  exchange
contracts or options thereon to sell an amount of foreign  currency equal to the
value of some or all of a fund's portfolio  securities either denominated in, or
whose value is tied to, that currency. This practice is sometimes referred to as
"portfolio  hedging." A fund may not enter into a portfolio hedging  transaction
where the fund would be  obligated  to deliver an amount of foreign  currency in
excess of the aggregate value of the fund's portfolio securities or other assets
denominated in, or whose value is tied to, that currency.

     Each  fund  will  make  use  of  portfolio  hedging  to the  extent  deemed
appropriate by the manager.




12   Information Regarding the Funds        American Century Investments



However,  it is anticipated that the funds will enter into portfolio hedges much
less frequently than transaction hedges.

     If a fund enters  into a forward  currency  exchange  contract or an option
thereon, the fund, when required,  will instruct its custodian bank to segregate
cash  or  liquid  high-grade  securities  in a  separate  account  in an  amount
sufficient to cover its obligation under the contract.  For options sold, a fund
will segregate cash or liquid  high-grade  securities  equal to the value of the
securities  underlying  the options  unless the options are  otherwise  secured.
Those assets will be valued at market daily,  and if the value of the segregated
securities  declines,  additional  cash or securities  will be added so that the
value of the  account is not less than the amount of the fund's  commitment.  At
any given  time,  no more than 10% of a fund's  assets  will be  committed  to a
segregated account in connection with portfolio hedging transactions.

     Predicting the relative future values of currencies is very difficult,  and
there is no  assurance  that any  attempt to protect the funds  against  adverse
currency  movements through the use of forward currency exchange  contracts will
be successful. In addition, the use of forward currency exchange contracts tends
to limit the  potential  gains that might  result from a positive  change in the
relationship between the foreign currency and the U.S. dollar.

PORTFOLIO TURNOVER

   
     The  portfolio  turnover  rates of the  funds  are  shown in the  financial
information on pages 5 and 6 of this Prospectus.
    

     Investment  decisions  to  purchase  and sell  securities  are based on the
anticipated contribution of the security in question to a fund's objectives. The
manager  believes  that the rate of  portfolio  turnover is  irrelevant  when it
determines a change is in order to achieve those  objectives  and,  accordingly,
the annual portfolio turnover rate cannot be anticipated.

     The  portfolio  turnover of the funds may be higher  than other  investment
companies with similar  investment  objectives.  Higher  turnover would generate
correspondingly  greater brokerage  commissions,  which is a cost that the funds
pay directly. Portfolio turnover may also affect the character of capital gains,
if any,  realized and distributed by a fund since  short-term  capital gains are
taxable as ordinary income.
       

REPURCHASE AGREEMENTS

     Each  fund may  invest in  repurchase  agreements  when  such  transactions
present an attractive  short-term return on cash that is not otherwise committed
to the purchase of securities pursuant to the fund's investment policies.

   
     A repurchase  agreement  occurs when a fund  purchases an  interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future  (usually  less than one week later) at a higher  price.  The  repurchase
price reflects an agreed-upon  interest rate during the time the fund's money is
invested in the security and is  considered by the staff of the SEC to be a loan
by  the  fund.  Since  the  interest-bearing  obligation  purchased  constitutes
security for the repurchase obligation, a repurchase agreement can be considered
a loan collateralized by the interest-bearing obligation.
    

     A fund's risk in connection  with  repurchase  agreements is the ability of
the seller to pay the  repurchase  price on the  repurchase  date. If the seller
defaults, the fund may incur costs, delays or losses.

   
     The funds will enter into repurchase  agreements only with those commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory  by the funds' manager  pursuant to criteria  adopted by the funds'
Board of Directors.
    

FUTURES CONTRACTS

     Each fund may enter into domestic and foreign futures contracts.  A futures
contract is an  agreement  to take or make  delivery  of a financial  asset at a
specific price at the end of the contract period.  Some futures contracts,  such
as market index  futures,  require  settlement  in cash based on the  difference
between the value of the underlying financial assets at the beginning and at the
end of the  contract  period.  Rather  than  actually  purchasing  the  specific
financial  assets, or the securities of a market index, the manager may purchase
a futures contract, which reflects the value of such underlying securities.  For
example,  S&P 500 futures  reflect the value of the  underlying  companies  that
comprise the S&P 500 Composite Stock Price Index. If the aggregate  market value
of the underlying index securities increases or decreases during the


Prospectus                               Information Regarding the Funds    13



contract  period,  the value of the S&P 500  futures  can be expected to reflect
such  increase or  decrease.  The manager may use index  futures to  efficiently
expose to the equity markets a portion of a fund's assets that is being held for
future investment opportunities.

     When a fund enters into a futures contract,  it must make a deposit of cash
or high-quality debt securities,  known as "initial margin," as partial security
for its performance under the contract. As the value of the underlying financial
assets  fluctuates,  either party to the contract is required to make additional
margin payments, known as "variation margin," to cover any additional obligation
it may have  under  the  contract.  Assets  set  aside by a fund as  initial  or
variable  margin  may  not be  disposed  of so long as the  fund  maintains  the
contract.

     The funds may not  purchase  leveraged  futures.  A fund will  deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fluctuating market value of the index contracts it has
purchased, less any margin deposited on its position. The funds will only invest
in exchange-traded futures.

DERIVATIVE SECURITIES

     To the extent permitted by its investment objectives and policies,  each of
the funds may invest in securities that are commonly referred to as "derivative"
securities.  Generally,  a derivative  is a financial  arrangement  the value of
which is based on, or "derived" from, a traditional  security,  asset, or market
index.   Certain  derivative   securities  are  more  accurately   described  as
"index/structured"   securities.   Index/structured  securities  are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts or S&P 500 futures), currencies,  interest rates, indices
or other financial indicators ("reference indices").

     Some  "derivatives"  such  as   mortgage-related   and  other  asset-backed
securities are in many respects like any other investment,  although they may be
more volatile or less liquid than more traditional debt securities.

     There are many different  types of  derivatives  and many different ways to
use them. Futures and options are commonly used for traditional hedging purposes
to  attempt  to  protect  a fund  from  exposure  to  changing  interest  rates,
securities  prices, or currency exchange rates and for cash management  purposes
as a low-cost  method of gaining  exposure  to a  particular  securities  market
without investing directly in those securities.

     No fund may invest in a derivative  security  unless the reference index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose underlying value is linked to the S&P 500 Index would
be a permissible investment since each of the funds may invest in the securities
of companies  comprising  the S&P 500 Index  (assuming  they  otherwise meet the
other  requirements  for the fund),  while a security whose  underlying value is
linked to the price of oil would not be a permissible investment since the funds
may not invest in oil and gas leases or futures.

     The return of a derivative  security  may  increase or decrease,  depending
upon changes in the reference index or instrument to which it relates.

     There  are  a  range  of  risks  associated  with  derivative  investments,
including:

o    the risk that the underlying security, interest rate, market index or other
     financial  asset  will  not move in the  direction  the  portfolio  manager
     anticipates;

o    the  possibility  that  there may be no  liquid  secondary  market,  or the
     possibility that price  fluctuation  limits may be imposed by the exchange,
     either of which may make it difficult or impossible to close out a position
     when desired;

o    the risk that adverse price movements in an instrument can result in a loss
     substantially greater than a fund's initial investment; and

o    the risk that the counterparty will fail to perform its obligations.

     The  Board  of  Directors  has  approved  the  manager's  policy  regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection  with a purchase of derivative  securities.  The policy
also establishes a committee that must review certain proposed  purchases before
the  purchases  can be  made.  The  manager  will  report  on fund  activity  in
derivative securities to the Board of Directors as necessary.  In addition,  the
board will review the manager's policy for investments in derivative  securities
annually.





14   Information Regarding the Funds             American Century Investments





WHEN-ISSUED SECURITIES

     Each fund may  purchase new issues of  securities  on a  when-issued  basis
without limit when, in the opinion of the manager,  such  purchases will further
the investment  objectives of such fund. The price of when-issued  securities is
established  at the time the  commitment  to purchase  is made.  Delivery of and
payment for these securities  typically occur 15 to 45 days after the commitment
to purchase. Market rates of interest on debt securities at the time of delivery
may be higher or lower than those  contracted for on the  when-issued  security.
Accordingly,  the value of such  security may decline  prior to delivery,  which
could result in a loss to the fund.  A separate  account  consisting  of cash or
high-quality  liquid  debt  securities  in an  amount  at  least  equal  to  the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the fund prior to delivery.

SHORT SALES

     Each fund may engage in short sales if, at the time of the short sale,  the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional  cost. These  transactions  allow a fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.

     A fund may make a short sale when it wants to sell the  security it owns at
a current attractive price, but also wishes to defer recognition of gain or loss
for federal  income tax purposes and for purposes of  satisfying  certain  tests
applicable to regulated investment companies under the Internal Revenue Code.

RULE 144A SECURITIES

     The funds may, from time to time,  purchase Rule 144A  securities when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  investors rather than the
general  public.  Although  Rule  144A  securities  are  considered  "restricted
securities," they are not necessarily illiquid.

   
     With respect to securities  eligible for resale under Rule 144A,  the staff
of the  Securities  and  Exchange  Commission  has taken the  position  that the
liquidity of such  securities  in the  portfolio of a fund  offering  redeemable
securities is a question of fact for the Board of Directors to  determine,  such
determination to be based upon a consideration of the readily  available trading
markets  and  the  review  of  any  contractual  restrictions.  The  staff  also
acknowledges  that,  while the board  retains  ultimate  responsibility,  it may
delegate this function to the manager.  Accordingly,  the board has  established
guidelines and procedures for  determining the liquidity of Rule 144A securities
and has delegated the day-to-day  function of determining  the liquidity of Rule
144A securities to the manager.  The board retains the responsibility to monitor
the implementation of the guidelines and procedures it has adopted.
    

     Since the  secondary  market  for such  securities  is  limited  to certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

PERFORMANCE ADVERTISING

   
     From  time  to  time,  the  funds  may  advertise  performance  data.  Fund
performance  may be shown by presenting  one or more  performance  measurements,
including  cumulative  total return or average annual total return.  Performance
data may be quoted  separately  for the Advisor  Class and for the other classes
offered by the funds.
    

     Cumulative  total  return data is computed by  considering  all elements of
return,  including  reinvestment  of dividends and capital gains  distributions,
over a stated  period of time.  Average  annual  total return is  determined  by
computing  the annual  compound  return over a stated  period of time that would
have  produced  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

     A quotation of yield  reflects a fund's income over a stated period of time
expressed as a percentage of the fund's share price.




Prospectus                              Information Regarding the Funds    15





     Yield is  calculated  by adding  over a 30-day  (or one  month)  period all
interest and dividend  income (net of fund  expenses)  calculated  on each day's
market  values,  dividing  this  sum  by  the  average  number  of  fund  shares
outstanding  during the period, and expressing the result as a percentage of the
fund's  share  price on the last day of the 30-day (or one  month)  period.  The
percentage is then annualized.  Capital gains and losses are not included in the
calculation.

     Yields are calculated according to accounting methods that are standardized
in  accordance  with SEC  rules  for all stock  and bond  funds.  Because  yield
accounting methods differ from the methods used for other accounting purposes, a
fund's yield may not equal the income paid on your shares or the income reported
in the fund's financial statements.

   
     The funds may also include in  advertisements  data  comparing  performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper  Analytical  Services) and  publications  that monitor the performance of
mutual  funds.  Performance  information  may be  quoted  numerically  or may be
presented in a table, graph or other illustration. In addition, fund performance
may be  compared to  well-known  indicies of market  performance  including  the
Standard & Poor's  (S&P) 500 Index and the Dow Jones  Industrial  Average.  Fund
performance may also be compared, on a relative basis, to the other funds in our
fund family.  This relative  comparison,  which may be based upon  historical or
expected  fund  performance,  volatility or other fund  characteristics,  may be
presented  numerically,  graphically or in text.  Fund  performance  may also be
combined or blended  with other funds in our fund family,  and that  combined or
blended  performance  may be  compared to the same  indices to which  individual
funds may be compared.
    

     All performance information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.





16   Information Regarding the Funds               American Century Investments



HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS


     The following section explains how to purchase, exchange and redeem Advisor
Class shares of the funds offered by this Prospectus.

HOW TO PURCHASE AND SELL AMERICAN
CENTURY FUNDS


     One or more of the funds  offered by this  Prospectus  is  available  as an
investment  option under your  employer-sponsored  retirement or savings plan or
through  or in  connection  with a  program,  product  or  service  offered by a
financial  intermediary,  such as a bank,  broker-dealer  or insurance  company.
Since all records of your share  ownership are  maintained by your plan sponsor,
plan  recordkeeper,  or other  financial  intermediary,  all orders to purchase,
exchange and redeem shares must be made through your employer or other financial
intermediary, as applicable.

     If  you  are   purchasing   through  a  retirement  or  savings  plan,  the
administrator of your plan or your employee benefits office can provide you with
information  on how to  participate  in your  plan  and how to  select  American
Century funds as an investment option.

     If you are purchasing through a financial intermediary,  you should contact
your service  representative at the financial intermediary for information about
how to select American Century funds.

     If you have questions about a fund, see "Investment Policies of the Funds,"
page  7,  or  call  one  of  our  Institutional   Service   Representatives   at
1-800-345-3533.

     Orders to purchase shares are effective on the day we receive payment.  See
"When Share Price is Determined," page 19.

     We may discontinue  offering shares  generally in the funds  (including any
class  of  shares  of a fund)  or in any  particular  state  without  notice  to
shareholders.


HOW TO EXCHANGE FROM ONE AMERICAN CENTURY
FUND TO ANOTHER

     Your plan or program  may permit you to  exchange  your  investment  in the
shares  of a fund for  shares  of  another  fund in our  family.  See your  plan
administrator, employee benefits office or financial intermediary for details on
the rules in your plan governing exchanges.

     Exchanges are made at the respective net asset values,  next computed after
receipt of the exchange instruction by us. If in any 90-day period, the total of
the exchanges and  redemptions  from the account of any one plan  participant or
financial  intermediary  client exceeds the lesser of $250,000 or 1% of a fund's
assets,  further exchanges may be subject to special requirements to comply with
our policy on large equity fund redemptions. See "Special Requirements for Large
Redemptions," this page.

HOW TO REDEEM SHARES

     Subject to any  restrictions  imposed by your  employer's plan or financial
intermediary's  program, you can sell ("redeem") your shares through the plan or
financial  intermediary  at their net  asset  value.  Your  plan  administrator,
trustee,  or financial  intermediary or other designated  person must provide us
with redemption instructions. The shares will be redeemed at the net asset value
next computed after receipt of the  instructions in good order.  See "When Share
Price Is  Determined,"  page 19. If you have any questions  about how to redeem,
contact  your  plan   administrator,   employee   benefits  office,  or  service
representative at your financial intermediary, as applicable.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

     We have elected to be governed by Rule18f-1  under the  Investment  Company
Act, which obligates each fund to redeem shares in cash, with respect to any one
participant account during any 90-day period, up to the lesser of $250,000 or 1%
of the assets of the fund.  Although  redemptions  in excess of this  limitation
will  also  normally  be paid in cash,  we  reserve  the  right  to honor  these
redemptions  by  making  payment  in  whole  or in  part in  readily  marketable
securities  (a  "redemption-in-kind").  If  payment is made in  securities,  the
securities  will be selected  by the fund,  will be valued in the same manner as
they are in computing the fund's net asset value and will be provided to the




Prospectus           How to Invest with American Century Investments      17



redeeming  plan  participant or financial  intermediary  in lieu of cash without
prior notice.

     If you  expect  to make a large  redemption  and  would  like to avoid  any
possibility of being paid in  securities,  you may do so by providing us with an
unconditional  instruction to redeem at least 15 days prior to the date on which
the redemption  transaction is to occur. The instruction must specify the dollar
amount  or number of  shares  to be  redeemed  and the date of the  transaction.
Receipt of your  instruction 15 days prior to the transaction  provides the fund
with  sufficient  time  to  raise  the  cash  in an  orderly  manner  to pay the
redemption  and thereby  minimizes the effect of the  redemption on the fund and
its remaining shareholders.

     Despite its right to redeem fund shares through a redemption-in-kind, we do
not expect to exercise  this option  unless a fund has an unusually low level of
cash to meet redemptions and/or is experiencing unusually strong demands for its
cash. Such a demand might be caused,  for example,  by extreme market conditions
that result in an abnormally high level of redemption requests concentrated in a
short  period  of  time.  Absent  these  or  similar  circumstances,  we  expect
redemptions  in excess of $250,000 to be paid in cash in any fund with assets of
more than $50  million if total  redemptions  from any one account in any 90-day
period do not exceed one-half of 1% of the total assets of the fund.

TELEPHONE SERVICES

INVESTORS LINE

     To request  information  about our funds and a current  prospectus,  or get
answers to any  questions  that you may have about the funds and the services we
offer, call one of our Institutional Service Representatives at 1-800-345-3533.




18 How to Invest with American Century Investments  American Century Investments




ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
     The price of your shares is also referred to as their net asset value.  Net
asset value is determined  by  calculating  the total value of a fund's  assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding. For all American Century funds, except funds issued by the American
Century Target  Maturities  Trust, net asset value is determined at the close of
regular trading on each day that the New York Stock Exchange is open,  usually 3
p.m.  Central  time.  The net asset values for the Target  Maturities  funds are
determined one hour prior to the close of the Exchange.

     Investments  and  requests  to redeem or exchange  shares will  receive the
share price next  determined  after we receive your  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents  before the time as of which the net
asset  value is  determined,  are  effective  on,  and will  receive  the  price
determined,  that day.  Investment,  redemption and exchange  requests  received
thereafter  are effective on, and receive the price  determined on, the next day
the Exchange is open.

     Investments  are  considered  received only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the fund is determined.

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

HOW SHARE PRICE IS DETERMINED

     The valuation of assets for  determining  net asset value may be summarized
as follows:

     The portfolio securities of each fund, except as otherwise noted, listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  Portfolio  securities  primarily  traded on foreign  securities
exchanges  are  generally  valued  at  the  preceding  closing  values  of  such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
price is used.  Depending on local convention or regulation,  securities  traded
over-the-counter are priced at the mean of the latest bid and asked prices or at
the  last  sale  price.  When  market  quotations  are  not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

     Debt  securities not traded on a principal  securities  exchange are valued
through  valuations  obtained from a commercial  pricing  service or at the most
recent  mean of the bid and asked  prices  provided  by  investment  dealers  in
accordance with procedures established by the Board of Directors.

     The value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, if that
is earlier.  That value is then converted to dollars at the  prevailing  foreign
exchange rate.

     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was determined,  which was likely to materially change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.




Prospectus                      Additional Information You Should Know      19




     Trading of these  securities in foreign markets may not take place on every
New York Stock  Exchange  business  day. In addition,  trading may take place in
various  foreign  markets on Saturdays or on other days when the Exchange is not
open and on which a fund's net asset value is not  calculated.  Therefore,  such
calculation does not take place  contemporaneously with the determination of the
prices of many of the  portfolio  securities  used in such  calculation  and the
value of a fund's  portfolio may be affected on days when shares of the fund may
not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

   
     The net asset  values of the Investor  Class of the funds are  published in
leading newspapers daily.  Because the total expense ratio for the Advisor Class
shares is 0.25% higher than the Investor  Class,  their net asset values will be
lower than the Investor Class.  The net asset value of the Advisor Class of each
fund may be obtained by calling us.
    

DISTRIBUTIONS

     Distributions from net investment income are declared and paid quarterly by
Strategic  Allocation:  Conservative and Strategic  Allocation:  Moderate.  Such
distributions   are  declared  and  paid   annually  by  Strategic   Allocation:
Aggressive.  Distributions  from net  realized  securities  gains,  if any,  are
declared  and  paid  annually,  usually  in  December,  but the  funds  may make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment Company Act.

     Participants  in  employer-sponsored   retirement  or  savings  plans  must
reinvest all  distributions.  For  shareholders  investing in taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly after a purchase,  made by check or ACH, may be held up to 15 days.  You
may elect to have distributions on shares of Individual  Retirement Accounts and
403(b)  plans  paid  in  cash  only  if you  are at  least  591/2  years  old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date.

     A  distribution  on shares of a fund  does not  increase  the value of your
shares or your  total  return.  At any  given  time,  the  value of your  shares
includes the  undistributed  net gains, if any, realized by the fund on the sale
of portfolio securities and undistributed  dividends and interest received, less
fund expenses.

     Because undistributed gains and dividends are included in the value of your
shares  prior to  distribution,  when  they are  distributed,  the value of your
shares will be reduced by the amount of the distribution. If you buy your shares
through a taxable  account just before the  distribution,  you will pay the full
price for your shares and then receive a portion of the purchase price back as a
taxable distribution. See "Taxes," this page.

TAXES

     Each fund has elected to be taxed as a regulated  investment  company under
Subchapter M of the Internal  Revenue  Code,  which means that to the extent its
income is distributed to shareholders, it pays no income taxes.

TAX-DEFERRED ACCOUNTS

   
     If fund  shares are  purchased  through  tax-deferred  accounts,  such as a
qualified  employer-sponsored  retirement  or savings  plan,  income and capital
gains  distributions  paid by the funds will generally not be subject to current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.
    

     Employer-sponsored retirement and savings plans are governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
advisor   regarding  the  tax   consequences  of   participation  in  the  plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

   
     If fund shares are purchased through taxable accounts, distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income.  Distributions  from net long-term capital gains are taxable as
long-term  capital  gains  regardless  of the  length  of time you have held the
shares on which such distributions are paid.  However,  you should note that any
loss  realized upon the sale or redemption of shares held for six months or less
will
    



20   Additional Information You Should Know American Century Investments



be treated as a  long-term  capital  loss to the extent of any  distribution  of
long-term capital gain to you with respect to such shares.

     Dividends and interest received by the funds on foreign securities, and, in
limited  circumstances capital gains realized by the funds upon the sale of such
securities,  may give rise to  withholding  and other  taxes  imposed by foreign
countries.  Tax conventions  between certain countries and the United States may
reduce or eliminate such taxes.  Foreign countries generally do not impose taxes
on capital  gains in respect  of  investments  by  non-resident  investors.  The
foreign taxes paid by a fund will reduce its dividends.

     Distributions  are taxable to you  regardless  of whether they are taken in
cash or reinvested,  even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution,  you must pay income taxes on the
distribution,  even though the value of your investment (plus cash received,  if
any)  remains the same.  In  addition,  the share price at the time you purchase
shares may include  unrealized  gains in the  securities  held in the investment
portfolio of the fund. If these portfolio  securities are subsequently  sold and
the gains are realized,  they will, to the extent not offset by capital  losses,
be paid to you as a distribution  of capital gains and will be taxable to you as
short-term or long-term capital gains. See "Distributions," page 20.

     In January of the year following the  distribution,  if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

     Distributions  also may be subject to state and local taxes, even if all or
a  substantial  part of such  distributions  are derived  from  interest on U.S.
government  obligations,  which, if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.

     If you have not complied with certain  provisions  of the Internal  Revenue
Code and  Regulations,  either we or your financial  intermediary is required by
federal law to withhold and remit to the IRS 31% of reportable  payments  (which
may include  dividends,  capital gains  distributions  and  redemptions).  Those
regulations  require  you to  certify  that the  Social  Security  number or tax
identification number you provide is correct and that you are not subject to 31%
withholding for previous  under-reporting  to the IRS. You will be asked to make
the appropriate certification on your application.  Payments reported by us that
omit your Social Security number or tax identification number will subject us to
a penalty  of $50,  which will be charged  against  your  account if you fail to
provide the  certification  by the time the report is filed.  This charge is not
refundable.

     Redemption of shares of a fund (including  redemptions  made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will  generally  recognize  gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally will be long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of fund shares,  the reinvestment in additional fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the  Code,  resulting  in a  postponement  of the  recognition  of such loss for
federal income tax purposes.

MANAGEMENT

INVESTMENT MANAGEMENT

   
     Under  the laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible for managing the business and affairs of the funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  Its principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
management services to investment  companies and institutional  clients since it
was founded in 1958.
    

     In June 1995, American Century Companies,  Inc. ("ACC"),  the parent of the
manager,  acquired Benham  Management  International,  Inc. In the  acquisition,
Benham  Management  Corporation  ("BMC"),  the investment  advisor to the Benham
Group of



Prospectus                      Additional Information You Should Know      21




mutual funds,  became a wholly owned subsidiary of ACC. Certain employees of BMC
provide investment  management services to American Century funds, while certain
American Century  employees  provide  investment  management  services to Benham
funds.

     The manager  supervises and manages the  investment  portfolio of each fund
and directs the purchase and sale of its  investment  securities.  It utilizes a
team of portfolio  managers,  assistant  portfolio  managers and analysts acting
together to manage the assets of the funds.  The team meets  regularly to review
portfolio  holdings and to discuss purchase and sale activity.  The team adjusts
holdings  in the  funds'  portfolios  and  the  funds'  asset  mix  as it  deems
appropriate in pursuit of the funds' investment objectives. Individual portfolio
manager members of the team may also adjust  portfolio  holdings of the funds or
of sectors of the funds as necessary between team meetings.

     The portfolio  manager members of the teams managing the funds described in
this  Prospectus  and  their  work  experience  for the last  five  years are as
follows:

       

   
     James E. Stowers,  III,  President and Portfolio  Manager,  joined American
Century in 1981. He is a member of the team that manages Growth and Ultra.
    

     C. Casey  Colton,  Portfolio  Manager,  joined  BMC in 1990 as a  Municipal
Analyst. Mr. Colton was promoted to Portfolio Manager in 1995 and co-manages the
Benham GNMA Income Fund.

     Phillip N. Davidson,  Vice President and Portfolio Manager, joined American
Century in  September  1993 as a Portfolio  Manager.  Prior to joining  American
Century,  Mr.  Davidson  served as an  investment  manager for  Boatmen's  Trust
Company in St.  Louis,  Missouri.  He is a member of the team that manages Value
and Equity Income.

     Glenn A. Fogle,  Vice  President and  Portfolio  Manager,  joined  American
Century in September  1990 as an  Investment  Analyst,  a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista and Giftrust.

     Norman E. Hoops,  Senior Vice President and Fixed Income Portfolio Manager,
joined  American  Century as Vice  President and  Portfolio  Manager in November
1989. In April 1993, he became Senior Vice President. He is a member of the team
that manages  Limited-Term  Bond,  Intermediate-Term  Bond,  Benham Bond and the
fixed income portion of Balanced.

   
     Mark S. Kopinski,  Vice President and Portfolio Manager,  rejoined American
Century in April 1997. From June 1995 to March 1997, Mr. Kopinski served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to June
1995,  Mr.  Kopinski was a Vice  President  and  Portfolio  Manager for American
Century.  He is a member  of the team  that  manages  International  Growth  and
International Discovery and was a member of the team at its inception in 1991.
    

     David Schroeder,  Vice President and Portfolio  Manager for BMC, joined BMC
in July 1990.  Mr.  Schroeder  has  primary  responsibility  for the  day-to-day
operations of the Benham Treasury Note, Benham Short-Term,  and Benham Long-Term
Funds. He also manages Benham Target Maturities Trust.

   
     John D. Seitzer, Portfolio Manager, joined American Century in June 1993 as
an Investment  Analyst,  a position he held until July 1996. At that time he was
promoted to Portfolio  Manager.  Prior to joining American Century,  Mr. Seitzer
attended Indiana University from August 1991 to June 1993, where he obtained his
MBA degree. He is a member of the team that manages Vista and Giftrust.

     Henrik  Strabo,  Vice  President and  Portfolio  Manager,  joined  American
Century  in  1993 as an  Investment  Analyst  on the  International  Growth  and
International Discovery team and has been a Portfolio Manager member of the team
since 1994.  Prior to joining American  Century,  Mr. Strabo was Vice President,
International Equity Sales with Barclays de Zoete Wedd from 1991 to 1993.
    

     Jeffrey R. Tyler,  Senior Vice  President  and  Portfolio  Manager for BMC,
joined BMC in January 1988 as a Portfolio Manager. Mr. Tyler supervises the team
of  other  Portfolio  Managers  who  assist  in the  management  of the  various
investment  categories of the funds.  Mr. Tyler also  co-manages the Benham GNMA
Income Fund. He also has primary responsibility for the day-to-day operations of
the Benham Capital Manager Fund and oversees the portfolio  manager's  operation
of the Benham European Government Bond Fund.

       




22   Additional Information You Should Know         American Century Investments




     Peter A. Zuger,  Vice  President and  Portfolio  Manager,  joined  American
Century in June 1993 as a Portfolio Manager.  Prior to joining American Century,
Mr. Zuger served as an investment manager in the Trust Department of NBD Bancorp
in Detroit,  Michigan.  He is a member of the team that manages Value and Equity
Income.

     The  activities of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  pays all the  expenses  of the funds  except
brokerage,  taxes,  interest,  fees and  expenses of the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

     For the services  provided to the Advisor  Class of the funds,  the manager
receives an annual fee of 0.75% of average net assets up to $1 billion and 0.65%
of  average  net  assets in  excess  of $1  billion  for  Strategic  Allocation:
Conservative,  0.85% of average net assets up to $1 billion and 0.75% of average
net assets in excess of $1 billion for Strategic Allocation: Moderate, and 0.95%
of average net assets up to $1 billion and 0.85% of average net assets in excess
of $1 billion for Strategic Allocation: Aggressive.

     On the first business day of each month, each fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by multiplying  the applicable fee for such fund by
the  aggregate  average daily closing value of each fund's net assets during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

CODE OF ETHICS

     The funds and the manager  have adopted a Code of Ethics,  which  restricts
personal  investing  practices by  employees of the manager and its  affiliates.
Among other  provisions,  the Code of Ethics requires that employees with access
to information about the purchase or sale of securities in the funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

   
     American  Century  Services  Corporation,  4500 Main  Street,  Kansas City,
Missouri 64111, acts as transfer agent and dividend-paying  agent for the funds.
It provides  facilities,  equipment  and  personnel to the funds and is paid for
such services by the manager.
    

     From time to time,  special  services  may be offered to  shareholders  who
maintain  higher share balances in the American  Century family of funds.  These
services may include the waiver of minimum  investment  requirements,  expedited
confirmation  of shareholder  transactions,  newsletters  and a team of personal
representatives.  Any expenses  associated  with these special  services will be
paid by the manager.

     The manager and transfer  agent are both wholly  owned by American  Century
Companies, Inc. James E. Stowers Jr., Chairman of the funds' Board of Directors,
controls  American Century Companies by virtue of his ownership of a majority of
its common stock.

DISTRIBUTION OF FUND SHARES

     The funds' shares are distributed by American Century Investment  Services,
Inc., a registered  broker-dealer and an affiliate of the manager.  As agent for
the funds and the manager,  the  distributor  enters into contracts with various
banks,  broker-dealers,  insurance companies and other financial  intermediaries
with  respect  to the sale of the  funds'  shares  and/or  the use of the funds'
shares in various  financial  services.  The manager (or an affiliate)  pays all
expenses incurred in promoting sales of, and distributing, the Advisor Class and
in securing  such  services out of the Rule 12b-1 fees  described in the section
that follows.

SERVICE AND DISTRIBUTION FEES

   
     Rule 12b-1  adopted by the  Securities  and Exchange  Commission  under the
Investment Company Act permits investment companies that adopt a written plan to
pay certain expenses associated with the distribution of their shares.  Pursuant
to that rule,  the funds' Board of Directors and the initial  shareholder of the
funds' Advisor Class shares have approved and adopted a Master  Distribution and
Shareholder Services Plan (the "Plan"). Pursuant to the Plan, each
    




Prospectus                       Additional Information You Should Know      23




fund pays the manager a shareholder  services fee and a  distribution  fee, each
equal to 0.25% (for a total of 0.50%) per annum of the average  daily net assets
of the shares of the fund's Advisor Class. The shareholder  services fee is paid
for the  purpose  of  paying  the  costs of  securing  certain  shareholder  and
administrative  services,  and the  distribution  fee is paid for the purpose of
paying the costs of providing various distribution services. All or a portion of
such  fees are  paid by the  manager  to the  banks,  broker-dealers,  insurance
companies or other financial  intermediaries  through which such shares are made
available.

     The Plan has been adopted and will be  administered  in accordance with the
requirements  of Rule 12b-1 under the  Investment  Company Act.  For  additional
information  about  the  Plan  and  its  terms,  see  "Master  Distribution  and
Shareholder Services Plan" in the Statement of Additional Information. Fees paid
pursuant to the Plan may be paid for shareholder services and the maintenance of
accounts and therefore may constitute  "service fees" for purposes of applicable
rules of the National Association of Securities Dealers.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

     American  Century  Strategic  Asset  Allocations,  Inc.,  the issuer of the
funds, was organized as a Maryland corporation on April 4, 1994.

     The corporation is a diversified,  open-end  management  investment company
whose shares were first  offered for sale  February  15, 1996.  Its business and
affairs  are  managed  by its  officers  under  the  direction  of its  Board of
Directors.

     The  principal  office of the funds is American  Century  Tower,  4500 Main
Street, P.O. Box 419385, Kansas City, Missouri 64141-6385.  All inquiries may be
made by mail to that address,  or by telephone to 1-800-345-3533  (international
calls: 816-531-5575).

     American Century Strategic Asset  Allocations,  Inc. issues three series of
$.01 par value  shares.  The assets  belonging to each series of shares are held
separately by the custodian.

   
     American  Century offers three classes of each of the funds offered by this
Prospectus: an Investor Class, a Service Class, and an Advisor Class. The shares
offered by this Prospectus are Advisor Class shares.

     The Investor  Class is primarily made  available to retail  investors.  The
Service  Class is  primarily  offered  to  institutional  investors  or  through
institutional distribution channels, such as employer-sponsored retirement plans
or  through  banks,  broker-dealers,  insurance  companies  or  other  financial
intermediaries.  The other classes have different fees, expenses, and/or minimum
investment  requirements  than the  Advisor  Class.  The  difference  in the fee
structures  among the classes is the result of their separate  arrangements  for
shareholder  and  distribution  services and not the result of any difference in
amounts  charged  by  the  manager  for  core  investment   advisory   services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning  the  Investor  Class of shares,  call one of our  Investor  Services
Representatives at 1-800-345-2021.  For information concerning the Service Class
of  shares,   call  one  of  our  Institutional   Service   Representatives   at
1-800-345-3533 or contact a sales  representative or financial  intermediary who
offers those classes of shares.
    

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

     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 series or class of
shares affected.  Matters affecting only one series or class are voted upon only
by that series or class.

     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,




24   Additional Information You Should Know American Century Investments




it will not be necessary for the funds 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 funds' bylaws, the holders
of at least 10% of the votes entitled to be cast may request the funds to hold a
special meeting of shareholders.  We will assist in the communication with other
shareholders.

         WE  RESERVE  THE RIGHT TO CHANGE  ANY OF OUR  POLICIES,  PRACTICES  AND
PROCEDURES  DESCRIBED IN THIS PROSPECTUS,  INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION,  WITHOUT  SHAREHOLDER  APPROVAL  EXCEPT  IN THOSE  INSTANCES  WHERE
SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.






Prospectus                        Additional Information You Should Know      25




                                      NOTES



26   Notes



                                      NOTES



                                                                      Notes   27





                                      NOTES



28   Notes




                                      NOTES



                                                                      Notes   29




     P.O. Box 419385
     Kansas City, Missouri
     64141-6385

     Person-to-person assistance:
     1-800-345-3533 or 816-531-5575

     Telecommunications Device for the Deaf:
     1-800-345-1833 or 816-753-0700

     Fax: 816-340-4655

     Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)


     9704           [recycled logo]
     SH-BKT-7908       Recycled
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION

                            [American Century Logo]
                                    American
                                  Century(sm)

   
                                 APRIL 1, 1997
    

                                    AMERICAN
                                    CENTURY
                                     GROUP


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


                                 [front cover]



                      STATEMENT OF ADDITIONAL INFORMATION

   
                                 APRIL 1, 1997
    



               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

   
     This Statement is not a prospectus  but should be read in conjunction  with
the current  Prospectus of American Century Strategic Asset  Allocations,  Inc.,
dated April 1, 1997. Please retain this document for future reference. To obtain
the Prospectus, call American Century toll-free at 1-800-345-2021 (international
calls:   816-531-5575),   or  write  P.O.  Box  419200,  Kansas  City,  Missouri
64141-6200.
    

     TABLE OF CONTENTS

   
     Investment Objectives of the Funds .............2
     Additional Investment Restrictions .............2
     Forward Currency Exchange Contracts ............3
     Futures Contracts ..............................4
     An Explanation of Fixed
        Income Securities Ratings ...................5
     Investing in Emerging Market Countries .........7
     Short Sales ....................................7
     Portfolio Turnover .............................7
     Officers and Directors .........................8
     Management .....................................10
     Custodians .....................................11
     Independent Auditors ...........................11
     Capital Stock ..................................11
     Multiple Class Structure .......................12
     Taxes ..........................................14
     Brokerage ......................................14
     Performance Advertising ........................15
     Redemptions in Kind ............................16
     Holidays .......................................16
     Financial Statements ...........................16
    


     Statement of Additional Information             1


INVESTMENT OBJECTIVES OF THE FUNDS

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

     In general,  within the restrictions outlined herein, each series has broad
powers with respect to investing funds or holding them  uninvested.  Investments
are varied  according to what is judged  advantageous  under  changing  economic
conditions. It is our policy to retain maximum flexibility in management without
restrictive  provisions  as to  the  proportion  of  one  or  another  class  of
securities that may be held,  subject to the investment  restrictions  described
below.

   
ADDITIONAL INVESTMENT RESTRICTIONS
    

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

(1)  Shall not,  with regard to 75% of its  portfolio,  purchase the security of
     any one  issuer if such  purchase  would  cause  more than 5% of the fund's
     assets at market to be invested in the  securities  of such issuer,  except
     U.S. government securities, or if the purchase would cause more than 10% of
     the outstanding  voting securities of any one issuer to be held in a fund's
     portfolio.

(2)  Shall  not  invest  for  control  or  for  management  or  concentrate  its
     investment in a particular company or a particular  industry.  No more than
     25% of the  assets  of a  fund,  exclusive  of  cash  and  U.S.  government
     securities, will be invested in securities of any one industry.

(3)  Shall not buy  securities  on margin nor sell  short  (unless it owns or by
     virtue  of its  ownership  of other  securities  has the  right  to  obtain
     securities  equivalent  in kind and amount to the  securities  sold without
     additional  cost);  however,  a fund may make margin deposits in connection
     with the use of any financial  instrument or any  transaction in securities
     permitted by its fundamental policies.

(4)  Shall not issue any senior security.

(5)  Shall not underwrite any securities.

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

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

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

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

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



2                          American Century Investments



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

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

FORWARD CURRENCY EXCHANGE CONTRACTS

   
     The funds conduct their foreign currency exchange  transactions either on a
spot (i.e.,  cash)  basis at the spot rate  prevailing  in the foreign  currency
exchange  market,  or through  entering into forward foreign  currency  exchange
contracts to purchase or sell foreign currencies.
    

     Each fund expects to use forward contracts under two circumstances:

(1)  When the manager  wishes to "lock in" the U.S.  dollar  price of a security
     when a fund is  purchasing or selling a security  denominated  in a foreign
     currency, the fund would be able to enter into a forward contract to do so;
     or

(2)  When the manager believes that the currency of a particular foreign country
     may suffer a substantial  decline against the U.S.  dollar, a fund would be
     able to enter into a forward  contract to sell foreign currency for a fixed
     U.S.  dollar  amount  approximating  the value of some or all of the fund's
     portfolio securities either denominated in, or whose value is tied to, such
     foreign currency.

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

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

   
     The  precise  matching  of forward  contracts  in the amounts and values of
securities  involved  would not generally be possible since the future values of
such foreign  currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures.  Predicting  short-term  currency  market  movements is
extremely  difficult,  and the  successful  execution  of a  short-term  hedging
strategy is highly  uncertain.  The  manager  does not intend to enter into such
contracts  on a regular  basis.  Normally,  consideration  of the  prospect  for
currency parities will be incorporated into the long-term  investment  decisions
made with respect to overall  diversification  strategies.  However, the manager
believes  that it is  important to have  flexibility  to enter into such forward
contracts when it determines that a fund's best interests may be served.
    

     Generally, a fund will not enter into a forward


Statement of Additional Information         3



contract  with a term of greater  than one year.  At the maturity of the forward
contract,  the fund may either sell the portfolio  security and make delivery of
the foreign currency, or it may retain the security and terminate the obligation
to deliver the foreign  currency by purchasing an "offsetting"  forward contract
with the same  currency  trader  obligating  the fund to  purchase,  on the same
maturity date, the same amount of the foreign currency.

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

FUTURES CONTRACTS

     As described in the Prospectus, each fund may enter into futures contracts.
Unlike when a fund  purchases  securities,  no purchase price for the underlying
securities is paid by the fund at the time it purchases a futures contract. When
a futures  contract is entered  into,  both the buyer and seller of the contract
are  required to deposit  with a futures  commission  merchant  ("FCM")  cash or
high-grade  debt securities in an amount equal to a percentage of the contract's
value,  as set by the exchange on which the  contract is traded.  This amount is
known as "initial margin" and is held by the fund's custodian for the benefit of
the FCM in the event of any  default  by the fund in the  payment  of any future
obligations.

     The  value  of  a  futures  contract  is  adjusted  daily  to  reflect  the
fluctuation of the value of the underlying  securities.  This is a process known
as marking the contract to market. If the value of a party's position  declines,
that party is required to make additional "variation margin" payments to the FCM
to settle the change in value.  The party that has a gain is generally  entitled
to receive all or a portion of this amount.

     The funds  maintain  from time to time a percentage of their assets in cash
or high-grade liquid securities to provide for redemptions or to hold for future
investment in securities consistent with the funds' investment  objectives.  The
funds may enter into index futures contracts as an efficient means to expose the
funds' cash position to the domestic  equity market.  The manager  believes that
the purchase of futures  contracts is an efficient means to effectively be fully
invested in equity securities.

     The funds intend to comply with  guidelines  of  eligibility  for exclusion
from the  definition  of the  term  "commodity  pool  operator"  adopted  by the
Commodity  Futures  Trading   Commission   ("CFTC")  and  the  National  Futures
Association,  which  regulate  trading  in the  futures  markets.  To do so, the
aggregate  initial margin required to establish such positions may not exceed 5%
of the fair market  value of a fund's net  assets,  after  taking  into  account
unrealized profits and unrealized losses on any contracts it has entered into.

     The principal risks generally associated with the use of futures include:

o    the  possible  absence  of a liquid  secondary  market  for any  particular
     instrument may make it difficult or impossible to close out a position when
     desired (liquidity risk);

o    the risk that the  counter  party to the  contract  may fail to perform its
     obligations  or the risk of bankruptcy of the FCM holding  margin  deposits
     (counter-party risk);

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

o    adverse price  movements in the underlying  securities can result in losses
     substantially  greater  than  the  value  of a  fund's  investment  in that
     instrument  because only a fraction of a contract's value is required to be
     deposited as initial margin (leverage risk);  provided,  however,  that the
     funds may not  purchase  leveraged  futures,  so there is no leverage  risk
     involved in the funds' use of futures.

     A liquid secondary  market is necessary to close out a contract.  The funds
may seek to manage  liquidity  risk by  investing  in  exchange-traded  futures.
Exchange-traded futures pose less risk that there will not be a liquid secondary
market  than   privately   negotiated   instruments.   Through  their   clearing
corporations, the futures exchanges guarantee the performance of the contracts.

     Futures contracts are generally settled within a day




4                          American Century Investments




from the date they are closed  out,  as compared to three days for most types of
equity  securities.  As a result,  futures  contracts can provide more liquidity
than an investment in the actual underlying securities.  Nevertheless,  there is
no  assurance  that a liquid  secondary  market  will  exist for any  particular
futures contract at any particular time.  Liquidity may also be influenced by an
exchange-imposed  daily  price  fluctuation  limit,  which  halts  trading  if a
contract's  price moves up or down more than the established  limit on any given
day. On volatile trading days when the price  fluctuation  limit is reached,  it
may be  impossible  for a fund to enter into new positions or close out existing
positions.  If the secondary market for a futures contract is not liquid because
of price  fluctuation  limits or  otherwise,  a fund may not be able to promptly
liquidate  unfavorable  futures  positions and potentially  could be required to
continue  to  hold  a  futures   position  until  liquidity  in  the  market  is
re-established.  As a result,  such fund's  access to other assets held to cover
its futures  positions also could be impaired  until  liquidity in the market is
re-established.

     The funds manage  counter-party risk by investing in exchange-traded  index
futures.  In the event of the  bankruptcy of the FCM that holds margin on behalf
of a fund,  that fund may be  entitled to the return of margin owed to such fund
only in  proportion  to the amount  received by the FCM's other  customers.  The
manager will attempt to minimize the risk by monitoring the  creditworthiness of
the FCMs with which the funds do business.


AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS

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

     Fixed income securities ratings provide the manager with current assessment
of the  credit  rating of an issuer  with  respect to a  specific  fixed  income
security.  The following is a description of the rating  categories  utilized by
the rating services referenced in the Prospectus disclosure:

     The following  summarizes the ratings used by Standard & Poor's Corporation
for bonds:

     AAA-This is the highest  rating  assigned by S&P to a debt  obligation  and
     indicates an extremely strong capacity to pay interest and repay principal.

     AA-Debt  rated  AA is  considered  to have a very  strong  capacity  to pay
     interest  and repay  principal  and differs from AAA issues only to a small
     degree.

     A-Debt rated A has a strong  capacity to pay  interest and repay  principal
     although it is somewhat more  susceptible to the adverse effects of changes
     in  circumstances  and  economic  conditions  than  debt  in  higher  rated
     categories.

     BBB-Debt  rated  BBB is  regarded  as having an  adequate  capacity  to pay
     interest  and  repay  principal.  Whereas  it  normally  exhibits  adequate
     protection   parameters,    adverse   economic   conditions   or   changing
     circumstances  are  more  likely  to lead  to a  weakened  capacity  to pay
     interest and repay principal for debt in this category than in higher-rated
     categories.

     BB-Debt  rated BB has less  near-term  vulnerability  to default than other
     speculative  issues.  However,  it faces  major  ongoing  uncertainties  or
     exposure to adverse business, financial or economic conditions, which could
     lead to inadequate capacity to meet timely interest and principal payments.
     The BB rating  category is also used for debt  subordinated  to senior debt
     that is assigned an actual or implied BBB- rating.

     B-Debt rated B has a greater vulnerability to default but currently has the
     capacity  to meet  interest  payments  and  principal  repayments.  Adverse
     business,  financial or economic  conditions will likely impair capacity or
     willingness to pay interest and repay  principal.  The B rating category is
     also used for debt  subordinated  to senior debt that is assigned an actual
     or implied BB or BB- rating.

     CCC-Debt rated CCC has a currently  identifiable  vulnerability  to default
     and is dependent upon favorable business, financial and economic conditions
     to meet timely payment of interest and



Statement of Additional Information         5




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

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

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

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

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

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

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

     Aaa-Bonds  that are rated Aaa are  judged to be of the best  quality.  They
     carry the smallest degree of investment risk and are generally  referred to
     as "gilt edge." Interest payments are protected by a large or exceptionally
     stable  margin,  and  principal  is secure.  While the  various  protective
     elements are likely to change,  such changes as can be visualized  are most
     unlikely to impair the fundamentally strong position of such issues.

     Aa-Bonds  that  are  rated  Aa are  judged  to be of  high  quality  by all
     standards.  Together  with the Aaa group they  comprise  what are generally
     known as high-grade bonds. They are rated lower than the best bonds because
     margins  of  protection  may  not  be as  large  as in Aaa  securities,  or
     fluctuation of protective  elements may be of greater  amplitude,  or there
     may be other elements  present that make the long-term risk appear somewhat
     larger than the Aaa securities.

     A-Bonds that are rated A possess many favorable  investment  attributes and
     are to be  considered as  upper-medium-grade  obligations.  Factors  giving
     security to principal and interest are considered adequate but elements may
     be present that suggest a  susceptibility  to  impairment  some time in the
     future.

     Baa-Bonds  that are rated Baa are  considered as  medium-grade  obligations
     (i.e.,  they are neither  highly  protected nor poorly  secured).  Interest
     payments and principal security appear adequate for the present but certain
     protective elements may be lacking or may be characteristically  unreliable
     over any great  length of time.  Such  bonds  lack  outstanding  investment
     characteristics and, in fact, have speculative characteristics as well.

     Ba-Bonds that are rated Ba are judged to have speculative  elements;  their
     future  cannot be  considered  as  well-assured.  Often the  protection  of
     interest and principal payments may be very moderate,  and thereby not well
     safeguarded,  during both good and bad times in the future.  Uncertainty of
     position characterizes bonds in this class.

     B-Bonds that are rated B generally  lack  characteristics  of the desirable
     investment.  Assurance of interest and principal payments or of maintenance
     of other terms of the contract over any long period of time may be small.

     Caa-Bonds  that are rated Caa are of poor  standing.  Such issues may be in
     default  or there  may be  present  elements  of  danger  with  respect  to
     principal or interest.

     Ca-Bonds that are rated Ca represent  obligations that are speculative in a
     high  degree.  Such  issues  are  often in  default  or have  other  marked
     shortcomings.

     C-Bonds that are rated C are the lowest-rated class of bonds, and issues so
     rated can be regarded as having  extremely poor prospects of ever attaining
     any real investment standing.

     Moody's  applies  numerical  modifiers  1, 2 and 3 in each  generic  rating
category  from Aa through B. The modifier 1 indicates  that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the




6                          American Century Investments



modifier 3 indicates a ranking in the lower end of that generic rating category.

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

   
INVESTING IN EMERGING MARKET COUNTRIES
    

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

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

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

SHORT SALES

     A fund may  engage in short  sales if, at the time of the short  sale,  the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost.

     In a short sale,  the seller does not  immediately  deliver the  securities
sold and is said to have a short  position in those  securities  until  delivery
occurs.  To make delivery to the  purchaser,  the executing  broker  borrows the
securities being sold short on behalf of the seller. While the short position is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve.  If a fund  engages in a short sale,  the  collateral  account  will be
maintained by the fund's custodian. There will be certain additional transaction
costs  associated  with short sales,  but the fund will endeavor to offset these
costs with income from the investment of the cash proceeds of short sales.

   
     A fund may make a short sale, as described above, when it wants to sell the
security  it owns at a  current  attractive  price,  but  also  wishes  to defer
recognition  of gain or loss for federal income tax purposes and for purposes of
satisfying certain tests applicable to regulated  investment companies under the
Internal  Revenue  Code.  In such a case,  any future  losses in the fund's long
position in substantially identical securities may not become deductible for tax
purposes until all or some part of the short position has been closed.
    

PORTFOLIO TURNOVER

     With respect to each series of shares,  the manager will  purchase and sell
securities  without  regard to the  length of time the  security  has been held.
Accordingly, the rate of portfolio turnover may be greater than other investment
companies with similar investment objectives.

     The funds intend to purchase a given security whenever the manager believes
it will contribute to the stated  objective of a fund, even if the same security
has only recently been sold. In selling a given  security,  the manager keeps in
mind that (1) profits from sales of securities  held less than three months must
be limited in order to meet the requirements of



Statement of Additional Information         7





Subchapter  M of the  Internal  Revenue  Code,  and (2)  profits  from  sales of
securities are taxed to shareholders.  Subject to those  considerations,  a fund
will sell a given security,  no matter for how long or how short a period it has
been held in the portfolio,  and no matter whether the sale is at a gain or at a
loss, if the manager  believes that the security is not  fulfilling its purpose,
either  because,  among  other  things,  it did  not  live  up to the  manager's
expectations,  or because  it may be  replaced  with  another  security  holding
greater promise, or because it has reached its optimum potential,  or because of
a change in the circumstances of a particular  company or industry or in general
economic conditions, or because of some combination of such reasons.

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

     Since investment decisions are based on the anticipated contribution of the
security in question to a fund's objectives,  the manager believes that the rate
of  portfolio  turnover is  irrelevant  when it believes a change is in order to
achieve those objectives,  and a fund's annual portfolio turnover rate cannot be
anticipated and may be comparatively  high. This disclosure  regarding portfolio
turnover is a statement of fundamental  policy and may be changed only by a vote
of the shareholders.

     Since the manager  does not take  portfolio  turnover  rate into account in
making investment  decisions,  (1) the manager has no intention of accomplishing
any  particular  rate of  portfolio  turnover,  whether high or low, and (2) the
portfolio   turnover   rates  in  the  past  should  not  be   considered  as  a
representation of the rates which will be attained in the future.
    

OFFICERS AND DIRECTORS

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

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

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

     Thomas A. Brown,  Director;  2029 Wyandotte,  Kansas City, Missouri;  Chief
Executive Officer, Associated Bearing Company, a corporation engaged in the sale
of bearings and power transmission products.

     Robert W. Doering,  M.D., Director;  6420 Prospect,  Kansas City, Missouri;
general surgeon.

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

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

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

     Lloyd T. Silver  Jr.,  Director;  2300 West 70th  Terrace,  Mission  Hills,
Kansas; President, LSC, Inc., manufacturer's representative.

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

     William M.  Lyons,  Executive  Vice  President,  Chief  Operating  Officer,
Secretary and General Counsel;




8                          American Century Investments





Executive Vice President,  Chief Operating Officer and General Counsel, American
Century  Companies,  Inc.,  American  Century  Investment  Management,  Inc. and
American Century Services Corporation.

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

     Maryanne Roepke,  CPA, Vice President,  Treasurer and Principal  Accounting
Officer; Vice President, American Century Services Corporation.

     Patrick A. Looby, Vice President; Vice President, American Century Services
Corporation.

     Merele A. May, Controller.

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

     Messrs.  Stowers Jr.,  Stowers III and Lundgaard  constitute  the Executive
Committee of the Board of Directors. The committee performs the functions of the
Board of Directors between meetings of the Board,  subject to the limitations on
its power set out in the  Maryland  General  Corporation  Law,  and  except  for
matters  required  by the  Investment  Company Act to be acted upon by the whole
Board.

   
     Messrs.   Lundgaard  (chairman),   Doering  and  Hock  and  Ms.  Strandjord
constitute the Audit  Committee.  The functions of the Audit  Committee  include
recommending the engagement of the funds'  independent  auditors,  reviewing the
arrangements for and scope of the annual audit,  reviewing  comments made by the
independent  auditors with respect to internal  controls and the  considerations
given or the  corrective  action  taken by  management  and  reviewing  nonaudit
services provided by the independent auditors.
    

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

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

   
     The  Directors of the  corporation  also serve as Directors for other funds
advised by the  manager.  Each  Director  who is not an  "interested  person" as
defined in the  Investment  Company Act  receives for service as a member of the
Board of all six of such companies an annual  director's fee of $44,000,  and an
additional fee of $1,000 per regular Board meeting attended and $500 per special
Board meeting and committee meeting attended.  In addition,  those directors who
are not  "interested  persons" and serve as chairman of a committee of the Board
of Directors  receive an  additional  $2,000 for such  services.  These fees and
expenses  are  divided  among the six  investment  companies  based  upon  their
relative  net  assets.  Under the  terms of the  management  agreement  with the
manager, the funds are responsible for paying such fees and expenses.  Set forth
below is the aggregate  compensation paid for the periods indicated by the funds
and by the American  Century  family of funds as a whole to each Director who is
not an "interested person" as defined in the Investment Company Act.




                                  Aggregate      Total Compensation from
                                Compensation      the American Century
Director                   from the corporation1     Family of Funds2
- ------------------------------------------------------------------------
Thomas A. Brown                     $243              $46,333
Robert W. Doering, M.D.             225                42,833
Linsley L. Lundgaard                244                46,333
Donald H. Pratt                     234                44,667
Lloyd T. Silver, Jr.                233                44,333
M. Jeannine Strandjord              231                43,833
John M. Urie3                       216                37,167
D. D. (Del) Hock3                    27                 8,833
- -----------------------------------------------------------------------


1  Includes  compensation  actually paid by the corporation from February 15, 
   1996 through November 30, 1996.

2  Includes compensation paid by the fifteen investment company members of the
   American Century family of funds for the calendar year ended December 31,
   1996.

3  Mr. Hock replaced Mr. Urie as an independent director effective October 31,
   1996.


    

Statement of Additional Information         9





     Those Directors who are "interested  persons," as defined in the Investment
Company Act,  receive no fee as such for serving as a Director.  The salaries of
such individuals, who also are officers of the funds, are paid by the manager.

MANAGEMENT

     A description of the  responsibilities  and method of  compensation  of the
funds' investment manager, American Century Investment Management, Inc., appears
in the Prospectus under the caption "Management."

   
     During the period  ended  November  30, 1996,  the  management  fees of the
manager were:


                                          For the period ended
Fund                                       November 30, 1996
- ------------------------------------------------------------------
Strategic Allocation: Conservative
   Management fees                           $ 118,774
   Average net assets                       16,741,548
Strategic Allocation: Moderate
   Management fees                             292,871
   Average net assets                       34,070,475
Strategic Allocation: Aggressive
   Management fees                             217,333
   Average net assets                       24,464,346
- ------------------------------------------------------------------
    

     The Advisor Class of the funds commenced operations on October 2, 1996. The
management  fees shown  above  include  $4,575 paid on Advisor  Class  shares of
Strategic  Allocation:  Conservative,  $9,815  paid on Advisor  Class  shares of
Strategic  Allocation:  Moderate  and  $8,332  paid on Advisor  Class  shares of
Strategic Allocation: Aggressive for the 59 day period ended November 30, 1996.

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

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

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

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

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

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





10                         American Century Investments






   
     In addition to managing the funds,  on February  28, 1997,  the manager was
also acting as an investment  adviser to 12  institutional  accounts and to five
registered investment  companies,  American Century Mutual Funds, Inc., American
Century World Mutual Funds, Inc.,  American Century Premium Reserves,  Inc., TCI
Portfolios, Inc. and American Century Capital Portfolios, Inc.
    

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

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

CUSTODIANS

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

INDEPENDENT AUDITORS

   
     At a meeting  held on December  12,  1996,  the Board of  Directors  of the
corporation  appointed  Deloitte & Touche LLP, 1010 Grand  Avenue,  Kansas City,
Missouri  64106,  as the  independent  auditors  of the  funds  to  examine  the
financial  statements of the funds for the fiscal year ending November 30, 1997.
The  appointment of Deloitte & Touche was  recommended by the Audit Committee of
the Board of Directors.  As the  independent  auditors of the funds,  Deloitte &
Touche  will  provide  services  including  (1)  audit of the  annual  financial
statements,  (2) assistance and  consultation in connection with SEC filings and
(3)  review of the  annual  federal  income  tax  return  filed for each fund by
American Century.

     Ernst & Young LLP, One Kansas City Place,  1200 Main  Street,  Kansas City,
Missouri  64105,  served as  independent  auditors  for the funds for the period
ended November 30, 1996.
    

CAPITAL STOCK

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

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

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

   
     As of February 28, 1997, in excess of 5% of the  outstanding  shares of the
following funds were owned of record by:


Name of                             Shareholder
Fund                                and Percentage
- ----------------------------------------------------------------------------
Strategic Allocation:
Conservative                        American Century Companies, Inc. - 33.5%
    

                                    The Chase Manhattan Bank NA Trustee
                                    GEC-USA Employees Savings and Investment
                                    Trust - 17.8%

                                    James B. Anderson Trustee American Chamber
                                    of Commerce Executives Amended & Restated
                                    MPP Plan and Trust - 6.2%


Strategic Allocation:
Moderate                            The Chase Manhattan Bank NA Trustee GEC-
                                    USA Employees Savings and Investment
                                    Trust - 20.7%



Statement of Additional Information         11




   
Name of                             Shareholder
Fund                                and Percentage
- ----------------------------------------------------------------------------
Strategic Allocation:
Moderate                            UMB Bank NA Trustee Lincare Inc. Employees
                                    Salary Reduction Thrift Plan and Trust- 5.7%


                                    Chase Manhattan Bank NA Trustee Hazeltine
                                    Corporation and Subsidiaries Companies
                                    Ret/Savings Plan and Trust - 5.1%


Strategic Allocation:
Aggressive                          The Chase Manhattan Bank NA Trustee GEC-
                                    USA Employees Savings and Investment
                                    Trust - 22.3%

                                    James B. Anderson Trustee American Chamber
                                    of Commerce Executives Amended & Restated
                                    MPP Plan and Trust - 5.5%
- ----------------------------------------------------------------------------
    

MULTIPLE CLASS STRUCTURE

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

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

Rule 12b-1

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

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

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

Shareholder Services Plan

     As described in the Prospectus, the funds' Service Class of shares are made
available to participants in employer-sponsored  retirement or savings plans and
to  persons  purchasing  through  financial   intermediaries,   such  as  banks,
broker-dealers  and  insurance   companies.   In  such  circumstances,   certain
recordkeeping  and  administrative  services  that are  provided  by the  funds'
transfer  agent for the Investor Class  shareholders  may be performed by a plan
sponsor  (or its agents) or by a  financial  intermediary.  To enable the funds'
shares to be made available through such plans





12                         American Century Investments





and financial  intermediaries,  and to compensate  them for such  services,  the
funds' investment manager has reduced its management fee by 0.25% per annum with
respect  to the  Service  Class  shares and the funds'  Board of  Directors  has
adopted a Shareholder  Services Plan. Pursuant to the Shareholder Services Plan,
the Service Class shares pay a shareholder services fee of 0.25% annually of the
aggregate average daily net assets of the funds' Service Class shares.

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

Master Distribution and Shareholder Services Plan

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

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

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

     Distribution  services include any activity  undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares,  which
services  may  include  but  are  not  limited  to,  (1) the  payment  of  sales
commission,   ongoing  commissions  and  other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (2)  compensation to registered  representatives  or other
employees of  Distributor  who engage in or support  distribution  of the funds'
Advisor



Statement of Additional Information         13






Class  shares;  (3)  compensation  to,  and  expenses  (including  overhead  and
telephone  expenses)  of,   Distributor;   (4)  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (5) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the funds'  shareholders and prospective
shareholders;  (6)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information,  and shareholder reports; (7) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (8) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (9)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (10) the providing of other  reasonable  assistance in
connection  with  the  distribution  of fund  shares;  (11) the  organizing  and
conducting  of  sales  seminars  and  payments  in  the  form  of  transactional
compensation or promotional incentives;  (12) profit on the foregoing;  (13) the
payment of "service fees" for the provision of personal,  continuing services to
investors,  as  contemplated  by the Rules of Fair Practice of the NASD and (14)
such other distribution and services activities as the manager determines may be
paid for by the funds  pursuant to the terms of this Agreement and in accordance
with Rule 12b-1 of the Investment Company Act.

TAXES

   
     Each  fund has  elected  to be taxed  under  Subchapter  M of the  Internal
Revenue Code as a regulated  investment company. If they qualify,  they will not
be subject to U.S.  federal  income tax on net  ordinary  income and net capital
gains,  which are  distributed to its  shareholders  within certain time periods
specified  in the Code.  Amounts  not  distributed  on a timely  basis  would be
subject to federal  and state  corporate  income tax and to a  nondeductible  4%
excise tax.

     Distributions  by the funds from net  investment  income and net short-term
capital  gains are taxable to  shareholders  as ordinary  income.  The dividends
received  deduction  available to corporate  shareholders for dividends received
from a fund will apply to ordinary income  distributions only to the extent that
they are attributable to the fund's dividend income from U.S.  corporations.  In
addition,  the dividends  received  deduction will be limited if the shares with
respect to which the dividends are received are treated as  debt-financed or are
deemed to have been held less than 46 days by a fund.
    

     Distributions from net long-term capital gains are taxable to a shareholder
as long-term  capital gains regardless of the length of time the shares on which
such  distributions  are  paid  have  been  held  by the  shareholder.  However,
shareholders  should note that any loss  realized upon the sale or redemption of
shares held for six months or less will be treated as a long-term  capital  loss
to the extent of any  distribution of long-term  capital gain to the shareholder
with respect to such shares.

     Redemption  of shares of a fund will be a taxable  transaction  for federal
income tax purposes and shareholders will generally recognize gain or loss in an
amount  equal to the  difference  between the basis of the shares and the amount
received.  Assuming that  shareholders  hold such shares as a capital asset, the
gain or loss will be a capital  gain or loss and will  generally be long term if
shareholders have held such shares for a period of more than one year. If a loss
is realized on the  redemption of fund shares,  the  reinvestment  in additional
fund shares within 30 days before or after the  redemption may be subject to the
"wash sale" rules of the Internal  Revenue Code,  resulting in a postponement of
the recognition of such loss for federal income tax purposes.

   
     In addition to the federal income tax consequences described above relating
to an investment in shares of the funds,  there may be other  federal,  state or
local tax  considerations  that depend upon the circumstances of each particular
investor.  Prospective  shareholders  are  therefore  urged to consult their tax
advisors with respect to the effect of this investment on their own situations.
    

BROKERAGE

   
     Under the  management  agreement  between  the funds and the  manager,  the
manager  has the  responsibility  of  selecting  brokers  to  execute  portfolio
transactions.  The  funds'  policy is to secure  the most  favorable  prices and
execution  of orders on its  portfolio  transactions.  So long as that policy is
met, the manager may take into  consideration  the factors  discussed under this
caption when selecting brokers.
    





14                         American Century Investments







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

     In the period from February 15, 1996 (inception) through November 30, 1996,
brokerage commissions paid by each fund were as follows:


                                            Period ended
Fund                                      November 30, 1996
- ----------------------------------------------------------------
Strategic Allocation: Conservative          $22,060
Strategic Allocation: Moderate               81,203
Strategic Allocation: Aggressive             74,216
- ----------------------------------------------------------------

     The brokerage  commissions  paid by the funds may exceed those that another
broker might have charged for  effecting  the same  transactions  because of the
value of the brokerage and/or research services provided by the broker. Research
services   furnished  by  brokers  through  whom  the  funds  effect  securities
transactions  may be used by the manager in servicing all of its  accounts,  and
not all such  services may be used by the manager in managing the  portfolios of
the funds.

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

PERFORMANCE ADVERTISING

Fund Performance

     Individual fund  performance  may be compared to various indices  including
the Standard & Poor's (S&P) 500 Index,  the Dow Jones  Industrial  Average,  the
Lehman Aggregate Bond Index and the Three-Month Treasury Bill Index.

     Average  annual  total  return is  calculated  by  determining  each fund's
cumulative  total  return for the stated  period and then  computing  the annual
compound  return that would  produce the  cumulative  total return if the fund's
performance  had been constant over that period.  The following table sets forth
the cumulative  total return since inception for the Investor Class of the funds
for the period from  February  15, 1996 through  November  30, 1996.  Cumulative
total  return  includes  all  elements  of  return,  including  reinvestment  of
dividends  and capital  gains  distribution.  Annualization  of a fund's  return
assumes  that the  partial  year  performance  will be constant  throughout  the
period.  Actual  return  through  the  period  may be  greater  or less than the
annualized data.

Fund                                Cumulative Total Return1
- -----------------------------------------------------------------------
Strategic Allocation: Conservative           7.02%
Strategic Allocation: Moderate               9.91%
Strategic Allocation: Aggressive            10.60%
- -----------------------------------------------------------------------

1For the period February 15, 1996 (inception) through November 30, 1996.

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

Additional Performance Comparisons

     Investors  may  judge  the  performance  of the  funds by  comparing  their
performance to the  performance of other mutual funds or mutual fund  portfolios
with comparable  investment  objectives and policies through various mutual fund
or market  indices such as those  prepared by Dow Jones & Co.,  Inc.  Standard &
Poor's  Corporation,  Shearson  Lehman  Brothers,  Inc., J. P. Morgan & Company,
Salomon Brothers, Inc.,




Statement of Additional Information         15




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

Permissible Advertising Information

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

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

(2)  discussions of general economic trends;

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

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

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

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

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

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

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

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

REDEMPTIONS IN KIND

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

     The funds have  elected to be governed  by Rule 18f-1 under the  Investment
Company Act of 1940,  pursuant to which the funds are obligated to redeem shares
solely in cash up to the lesser of  $250,000  or 1% of the net asset  value of a
fund during any 90-day period for any one shareholder. If shares are redeemed in
kind, the redeeming  shareholder  might incur  brokerage costs in converting the
assets to cash. The securities delivered will be selected at the sole discretion
of the  manager  and  will  not  necessarily  be  representative  of the  entire
portfolio and will be securities  that the manager  regards as least  desirable.
The method of valuing  securities  used to make  redemptions in kind will be the
same as the method of valuing portfolio  securities  described in the Prospectus
under the heading "How Share Price is  Determined,"  and such  valuation will be
made as of the same time the redemption price is determined.

HOLIDAYS

     The funds do not  determine  the net asset value of its shares on days when
the New York Stock  Exchange  is closed.  Currently,  the  Exchange is closed on
Saturdays and Sundays and on holidays,  namely New Year's Day,  Presidents' Day,
Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,  Thanksgiving  and
Christmas.

FINANCIAL STATEMENTS

   
     The  financial  statements  of the funds for the period  February  15, 1996
(inception)  to  November  30,  1996,  are  included  in the  annual  report  to
shareholders for that period which is incorporated herein by reference.  You may
receive  copies of the annual report without charge upon request to the funds at
the
    





16                         American Century Investments





   
address  and  phone  number  shown  on page 1 of this  Statement  of  Additional
Information.
    




Statement of Additional Information         17



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

     Person-to-person assistance:
     1-800-345-2021 or 816-531-5575

     Automated Information Line:
     1-800-345-8765

     Telecommunications Device for the Deaf:
     1-800-634-4113 or 816-753-1865

     Fax: 816-340-7962
     Internet: www.americancentury.com

                            [American Century logo]
                                    American
                                  Century(sm)


     9703           [recycled logo]
     SH-BKT-8223       Recycled
<PAGE>

PART C.   OTHER INFORMATION.

ITEM 24.  Financial Statements and Exhibits

          (a)  Financial Statements
 
               (i)  Financial Statements filed in Part A of the Registration
                    Statement:

                    1.   Financial Highlights

               (ii) Financial Statements filed in Part B of the Registration
                    Statement (each of the  following  financial  statements is
                    contained in the  Registrant's  Annual Report dated November
                    30, 1996, and which is incorporated by reference into Part B
                    of this Registration Statement):

                    1.   Statements of Assets and Liabilities at November 30,
                         1996.

                    2.   Statements of Operations for the year ended November
                         30, 1996.

                    3.   Statements of Changes in Net Assets for the year ended
                         November 30, 1996.

                    4.   Notes to Financial Statements as of November 30, 1996.

                    5.   Schedule of Investments as of November 30, 1996.

                    6.   Report of Independent Certified Public Accountants
                         dated January 3, 1997.

          (b)  Exhibits (all exhibits not filed herewith are being incorporated
               herein by reference).

               1.   (a)  Articles of Incorporation of Twentieth Century 
                         Strategic Asset Allocations, Inc.(filed electronically
                         as an exhibit to Pre-Effective Amendment No. 3 on Form
                         N-1A on December 1, 1995, File No. 33-79482). 
                             

                    (b)  Articles of Amendment of Twentieth Century Strategic
                         Asset Allocations, Inc., dated November 28, 1995 (filed
                         electronically as an exhibit to Pre-Effective Amendment
                         No. 3 on Form N-1A on December 1, 1995, File No.
                         33-79482).
                             

                    (c)  Articles Supplementary of Twentieth Century Strategic
                         Asset Allocations, Inc., dated December 28, 1995 (filed
                         electronically as an exhibit to Pre-Effective Amendment
                         No. 4 on Form N-1A on February 5, 1996, File No. 
                         33-79482).

                    (d)  Articles of Amendment of Twentieth Century Strategic 
                         Asset Allocations, Inc., dated January 30, 1996 (filed
                         electronically as an exhibit to Pre-Effective Amendment
                         No. 4 on Form N-1A on February 5, 1996, File No.
                         33-79482).

                    (e)  Articles Supplementary of Twentieth Century Strategic
                         Asset Allocations, Inc., dated January 30, 1996 (filed
                         electronically as an exhibit to Pre-Effective Amendment
                         No. 4 on Form N-1A on February 5, 1996, File No. 
                         33-79482).

                    (f)  Articles of Amendment of Twentieth Century Strategic
                         Asset Allocations, Inc., dated December 2, 1996 (filed
                         herewith as EX-99.B1f).

                    (g)  Articles Supplementary of American Century Strategic
                         Asset Allocations, Inc., dated December 2, 1996 (filed
                         herewith as EX-99.B1g).

               2.   By-Laws of Twentieth Century Strategic Asset Allocations,
                    Inc (filed electronically as an exhibit to Pre-Effective
                    Amendment No. 3 on Form N-1A on December 1, 1995, File No.
                    33-79482). 

               3.   Voting Trust Agreements:

                         NONE

               4.   Specimen copy of stock certificate - all series(filed
                    herewith as EX-99.B4).


               5.   (a)  Management Agreement, dated as  of February 1, 1996, by
                         and between Twentieth Century Strategic Asset 
                         Allocations, Inc. and Investors Research Corporation
                         (filed electronically as an exhibit to Pre-Effective 
                         Amendment No. 4 on Form N-1A on February 5, 1996, File 
                         No. 33-79482).

                    (b)  Management Agreement - Advisor Class between Twentieth
                         Century Strategic Asset Allocations, Inc. and Investors
                         Research Corporation dated September 1, 1996 (filed
                         electronically as an Exhibit to Post-Effective
                         Amendment No. 1 on Form N-1A on August 14, 1996, File
                         No. 33-79482).

                    (c)  Management Agreement - Service Class between Twentieth
                         Century Strategic Asset Allocations, Inc. and Investors
                         Research Corporation dated September 1, 1996 (filed
                         electronically as an Exhibit to Post-Effective
                         Amendment No. 1 on Form N-1A on August 14, 1996, File
                         No. 33-79482).


               6.   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 (filed
                    electronically as an exhibit to Post-Effective Amendment No.
                    75 on form N-1A of Twentieth Century Investors, Inc., File
                    No. 2-14213).

                         

               7.   Bonus and Profit Sharing Plan, Etc.:

                         NONE

               8.   (a)  Custodian Agreement, dated as of February 1, 1996, by
                         and between Twentieth Century Strategic Asset 
                         Allocations, Inc. and The Chase Manhattan Bank, N.A.
                         (filed electronically as an exhibit to Pre-Effective
                         Amendment No. 4 on Form N-1A on February 5, 1996, File
                         No. 33-79482).

                    (b)  Custody Agreement, dated September 12, 1995, 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. (filed 
                         electronically as an exhibit to Pre-Effective Amendment
                         No. 4 on Form N-1A on February 5, 1996, File No. 
                         33-79482). 

                    (c)  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.
                         (filed electronically as an exhibit to Pre-Effective 
                         Amendment No. 4 on Form N-1A on February 5, 1996, File 
                         No. 33-79482).

                    (d)  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. (filed electronically as an 
                         exhibit to Pre-Effective Amendment No. 4 on Form N-1A 
                         on February 5, 1996, File No. 33-79482).
 
                    (e)  Global Custody Agreement between The Chase Manhattan
                         Bank and The Twentieth Century and Benham Funds, dated
                         August 9, 1996 (filed electronically as an Exhibit to
                         Post-Effective Amendment No. 31 on Form N1-A 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 electronically as an Exhibit to Post-Effective
                         Amendment No. 76 on Form N-1A of American Century
                         Mutual Funds, Inc., File No. 2-14213).

               9.   Transfer Agency Agreement, dated as of February 1, 1996, by
                    and between Twentieth Century Strategic Asset Allocations,
                    Inc. and Twentieth Century Services, Inc. (filed 
                    electronically as an exhibit to Pre-Effective Amendment No. 
                    4 on Form N-1A on February 5, 1996, File No. 33-79482).

               10.  Opinion and Consent of Counsel (filed herewith as 
                    EX-99.B10).

               11.  Consent of Ernst & Young LLP (filed herewith as EX-99.B11).

               12.  Annual Report dated November 30, 1996 (filed electronically
                    on January 29, 1997).

               13.  Agreements of Initial Capital, Etc.:

                         NONE

               14.  Model Retirement Plans (filed on May 6, 1991, as Exhibits
                    14(a)-(d) to Pre-Effective Amendment No.2 to the
                    Registration Statement on Form N-1A of Twentieth Century
                    World Investors, Inc., File No. 33-39242).

               15.  (a)  Master Distribution and Shareholder Services Plan of
                         Twentieth Century Capital Portfolios, Inc. Twentieth
                         Century Investors, Inc., Twentieth Century Strategic
                         Asset Allocations, Inc. and Twentieth Century World
                         Investors, Inc. (Advisor Class) dated September 3, 1996
                         (filed electronically as an exhibit to Post-Effective
                         Amendment No. 75 on Form N-1A of Twentieth Century
                         Investors, Inc., File No. 2-14213).

                    (b)  Shareholder Services Plan of Twentieth Century Capital
                         Portfolios, Inc., Twentieth Century Investors, Inc.,
                         Twentieth Century Strategic Asset Allocations, Inc., 
                         and Twentieth Century World Investors, Inc. (Service
                         Class) dated September 3, 1996 (filed electronically
                         as an exhibit to Post-Effective Amendment No. 75 on
                         Form N-1A of Twentieth Century Investors, Inc., File
                         No. 2-14213).

               16.  Schedule of Computation for Performance Advertising 
                    Quotations (filed herewith as EX-99.B19).

               17.  Power of Attorney (filed herewith as EX-99.B17).

               18.  Multiple Class Plan of Twentieth Century Capital Portfolios,
                    Inc., Twentieth Century Investors, Inc., Twentieth Century
                    Strategic Asset Allocations, Inc. and Twentieth Century
                    World Investors, Inc. dated September 3, 1996, (filed
                    electronically as an exhibit to Post-Effective Amendment
                    No. 75 on Form N-1A of Twentieth Century Investors, Inc.,
                    File No. 2-14213).

               27.  (a)  Financial Data Schedule for Strategic Allocation:
                         Conservative (filed herewith as EX-27.7.1).

                    (b)  Financial Data Schedule for Strategic Allocation:
                         Moderate (filed herewith as Ex-27.7.2).

                    (c)  Financial Data Schedule for Strategic Allocation:
                         Aggressive (filed herewith as Ex-27.7.3).

ITEM 25.       Persons Controlled by or Under Common Control with Registrant:

                         NONE

ITEM 26.       Number of Holders of Securities:

                                           Number of Record Holders
                                           As of February 28, 1997
                                       Investor  Institutional  Advisor
Title of Series                         Class        Class       Class
- ---------------                    ---------------------------------------
Strategic Allocation: Conservative      810            0           1
Strategic Allocation: Moderate        2,756            0           1
Strategic Allocation: Aggressive      4,748            0           1

ITEM 27.       Indemnification.

               The Registrant is a Maryland corporation. Section 2-418 of the
               Maryland General Corporation Law allows a Maryland corporation
               to indemnity its officers, directors, employees and agents to
               the extent provided in such statute.

               Article Ninth of the Registrant's Articles of Incorporation,
               Exhibit 1, requires the indemnification of the Registrant's
               directors and officers to the extent permitted by Section
               2-418 of the Maryland General Corporation Law, the Investment
               Company Act of 1940 and all other applicable laws.

               The Registrant intends to purchase an insurance policy
               insuring its officers and directors against certain
               liabilities that such officers and directors may incur while
               acting in such capacities and providing reimbursement to the
               Registrant for sums which it may be permitted or required to
               pay to its officers and directors by way of indemnification
               against such liabilities, subject in either case to clauses
               respecting deductibility and participation.

ITEM 28.       Business and Other Connections of Investment Advisor.

               American Century Investment Management, Inc., the investment
               advisor, is engaged in the business of managing investments for
               registered investment companies, deferred compensation plans and
               other institutional investors.

ITEM 29   Principal Underwriters.

               (a)  The  Registrant's   distribution  agent,   American  Century
                    Investment Services, Inc., is distribution agent to:

               Capital Preservation Fund, Inc.
               Capital Preservation Fund II, Inc.
               American Century California Tax-Free and Municipal Funds
               American Century Government Income Trust
               American Century Municipal Trust
               American Century Target Maturities Trust
               Benham Equity Funds
               American Century International Funds
               American Century Investment Trust
               American Century Manager Funds
               TCI Portfolios,  Inc.
               American Century Capital  Portfolios,  Inc.
               American Century Mutual Funds, Inc.
               American Century Premium Reserves,  Inc.
               American Century World Mutual Funds,  Inc.

<TABLE>

        <S>                                  <C>                                 <C>                               
          (b)             (1)                                 (2)                                (3)
          Name and Principal Business         Positions and Offices with         Positions and Offices with
                           Address*                  Underwriter                        Registrant

          J. Stowers Jr.                      Director, Chairman & President     Director, Chairman
          J. Stowers III                      Director, Chief Executive Officer  Director, President & Chief Executive
                                                                                  Officer
          Dennis von Waaden                   Director                           none
          B. Lyons                            Chief Operating Officer, Executive Executive Vice President, Secretary
                                               Vice President & General Counsel   & General Counsel
          B. Jackson                          Executive Vice President, Chief    Executive Vice President & Chief
                                               Financial Officer & Treasurer      Financial Officer
          G. Snyder                           Executive Vice President           none
          S. Barney                           Senior Vice President              none
          B. Jeter                            Senior Vice President              none
          T. Kmak                             Senior Vice President              none
          J. Rogers                           Senior Vice President              none
          D. Darfler                          Vice President                     none
          S. Dillman                          Vice President                     none
          R. Gernstetter                      Vice President                     none
          D. Hughes                           Vice President                     none
          M. Killen                           Vice President                     none
          D. Larabee                          Vice President                     none
          J. Lopez                            Vice President                     none
          B. Mayhew                           Vice President                     none
          M. Miller                           Vice President                     none
          M. Robinson                         Vice President                     none
          J. Stifler                          Vice President                     none
          D. Swan                             Vice President                     none
          J. Szablewski                       Vice President                     none
          E. Bur                              Chief Accounting Officer           none
          C. Etherington                      Assistant Secretary                Assistant Secretary
          P. Looby                            Assistant Secretary                Vice President & Assistant Secretary
          D. Reinmiller                       Assistant Secretary                Assistant Secretary
          W. Welte                            Assistant Secretary                none
          M. Roepke                           Assistant Treasurer                Vice President,Treasurer &
                                                                                  Chief Accounting Officer

     ----------------
     * All addresses are 4500 Main Street, Kansas City, MO  64111


          (c)       NONE.
</TABLE>

               
ITEM 30.       Location of Accounts and Records.

               All accounts, books and other documents required to be maintained
               by Section 31(a) of the 1940 Act, and the rules promulgated
               thereunder, are in the possession of Registrant, American Century
               Services Corporation and American Century Investment Management,
               Inc., all located at 4500 Main Street, Kansas City, Missouri
               64111.

ITEM 31.       Management Services:

                         NONE

ITEM 32.       Undertakings.

               (a)  None.

               (b)  None.

               (c)  The Registrant hereby undertakes to furnish each person to 
                    whom a prospectus is delivered with a copy of the 
                    Registrant's latest annual report to shareholders, upon 
                    request and without charge.

               (d)  The Registrant hereby undertakes that it will, if requested 
                    to do so by the holders of at least 10% of the Registrant's 
                    outstanding votes, call a meeting of shareholders for the 
                    purpose of voting upon the question of the removal of a 
                    director and to assist in communication with other 
                    shareholders as required by Section 16(c).


<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment   Company  Act  of  1940,   the   Registrant  has  duly  caused  this
Post-Effective Amendment No. 2 to its Registration Statement to be signed on its
behalf by the  undersigned,  thereunto  duly  authorized,  in the City of Kansas
City, State of Missouri on the 26th day of March, 1997.

                                    American Century Strategic Asset 
                                    Allocations, Inc.
                                                 (Registrant)
                                    By:  /s/ James E. Stowers III
                                         James E. Stowers III, President

     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                 Title                           Date
<S>                                <C>                               <C>
*James E. Stowers, Jr.             Chairman of the Board,            March 26, 1997
- -------------------------          Director and Principal
James E. Stowers, Jr.              Executive Officer

/s/ James E. Stowers III           President and Director            March 26, 1997
- -------------------------
James E. Stowers, III

*Robert T. Jackson                 Executive Vice President-Finance  March 26, 1997
- -------------------------          and Principal 
Robert T. Jackson                  Financial Officer

*Maryanne Roepke                   Treasurer and Principal           March 26, 1997
- -------------------------          Accounting Officer 
Maryanne Roepke

*Thomas A. Brown                   Director                          March 26, 1997
- -------------------------
Thomas A. Brown

*Robert W. Doering, M.D.           Director                          March 26, 1997
- -------------------------
Robert W. Doering, M.D.

*Linsley L. Lundgaard              Director                          March 26, 1997
- -------------------------
Linsley L. Lundgaard

*Donald H. Pratt                   Director                          March 26, 1997
- -------------------------
Donald H. Pratt

*Lloyd T. Silver, Jr.              Director                          March 26, 1997
- -------------------------
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord            Director                          March 26, 1997
- -------------------------
M. Jeannine Strandjord

*D. D. (Del) Hock                  Director                          March 26, 1997
- -------------------------
D. D. (Del) Hock

*By /s/ James E. Stowers III
      James E. Stowers III
      Attorney-in-Fact
</TABLE>

                                  EXHIBIT INDEX


Exhibit             Description of Document                                     
Number                                                                         

EX-99.B1a    Articles of Incorporation of Twentieth Century Strategic Asset
             Allocations, Inc. (filed electronically as Exhibit 1a to 
             Pre-Effective Amendment No. 3 on Form N-1A, filed on December 1,
             1995, and incorporated herein by reference).

EX-99.B1b    Articles of Amendment of Twentieth Century Strategic Asset
             Allocations, Inc., dated November 28, 1995 (filed electronically
             as Exhibit 1b to Pre-Effective Amendment No. 3 on Form N-1A, filed
             December 1, 1995, and incorporated herein by reference).

EX-99.B1c    Articles Supplementary of Twentieth Century Strategic Asset
             Allocations, Inc., dated December 26, 1995 (filed electronically as
             Exhibit 1c to Pre-Effective Amendment No. 4 on Form N-1A, filed on
             February 5, 1996, and incorporated herein by reference).   

EX-99.B1d    Articles of Amendment of Twentieth Century Strategic Asset
             Allocations, Inc., dated January 29, 1996 (filed electronically
             as Exhibit 1d to Pre-Effective Amendment No. 4 on Form N-1A, filed
             on February 5, 1996, and incorporated herein by reference).

EX-99.B1e    Articles Supplementary of Twentieth Century Strategic Asset
             Allocations, Inc., dated January 29, 1996 (filed electronically as
             Exhibit 1e to Pre-Effective Amendment No. 4 on Form N-1A, filed on
             February 5, 1996, and incorporated herein by reference).

EX-99.B1f    Articles of Amendment of Twentieth Century Strategic Asset
             Allocations, Inc., dated December 2, 1996.

EX-99.B1g    Articles Supplementary of American Century Strategic Asset
             Allocations, Inc., dated December 2, 1996.

EX-99.B2     By-Laws of Twentieth Century Strategic Asset Allocations, Inc.
             (filed electronically as Exhibit 2 to Pre-Effective Amendment No. 3
             on Form N-1A, filed December 1, 1995, and incorporated herein by
             reference).

EX-99.B4     Specimen  certificate   representing  shares  of  common  stock  of
             American Century Strategic Asset Allocations, Inc.

EX-99.B5a    Management Agreement, dated as of February 1, 1996, by and between
             Twentieth Century Strategic Asset Allocations, Inc. and Investors
             Research Corporation (filed electronically as Exhibit 5(a) to
             Pre-Effective Amendment No. 4 on Form N-1A, filed February 5, 1996,
             and incorporated herein by reference).

EX-99.B5b    Management Agreement - Advisor Class between Twentieth Century
             Strategic Asset Allocations, Inc. and Investors Research
             Corporation dated September 1, 1996 (filed electronically as
             Exhibit 5(b) to Post-Effective Amendment No. 1 on Form N-1A, filed
             August 14, 1996, and incorporated herein by reference).

EX-99.B5c    Management Agreement - Service Class between Twentieth Century
             Strategic Asset Allocations, Inc. and Investors Research
             Corporation dated September 1, 1996 (filed electronically as
             Exhibit 5(c) to Post-Effective Amendment No. 1 on Form N-1A, filed
             August 14, 1996, and incorporated herein by reference).

EX-99.B6     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 (filed electronically as Exhibit 6 to 
             Post-Effective Amendment No. 75 on form N-1A of Twentieth Century 
             Investors, Inc., File No. 2-14213, and incorporated herein by
             reference).

EX-99.B8a    Custodian Agreement, dated as of February 1, 1996, by and between
             Twentieth Century Strategic Asset Allocations, Inc. and The Chase
             Manhattan Bank, N.A. (filed electronically as Exhibit 8a to
             Pre-Effective Amendment No. 4 on Form N-1A, filed February 5, 1996,
             and incorporated herein by reference).

EX-99.B8b    Custody Agreement, dated September 12, 1995, 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 (filed electronically as
             Exhibit 8c to Pre-Effective Amendment No. 4 on Form N-1A, filed
             February 5, 1996, and incorporated herein by reference).

EX-99.B8c    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. (filed as Exhibit 8e to
             Pre-Effective Amendment No. 4 on Form N-1A, filed February 5, 1996,
             and incorporated herein by reference).

EX-99.B8d    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. (filed
             electronically as Exhibit 8d to Pre-Effective Amendment No. 4 on
             Form N-1A, filed February 5, 1996, and incorporated herein by
             reference).

EX-99.B8e    Global Custody Agreement between The Chase Manhattan Bank and The
             Twentieth Century and Benham Funds, dated August 9, 1996 (filed
             electronically as an Exhibit to Post-Effective Amendment No. 31 on
             Form N1-A of American Century Government Income Trust, File No.
             2-99222, and incorporated herein by reference).

EX-99.B8f    Master Agreement between Commerce Bank, N.A. and Twentieth Century
             Services, Inc. dated January 22, 1997 (filed as Exhibit 8(d) to
             Post-Effective Amendment No. 76 on Form N-1A of American Century
             Mutual Funds, Inc., File No. 2-14213, and incorporated herein by
             reference).

EX-99.B9     Transfer Agency Agreement, dated as of February 1, 1996, by and
             between Twentieth Century Strategic Asset Allocations, Inc. and
             Twentieth Century Services, Inc. (filed as Exhibit 9 to 
             Pre-Effective Amendment No. 4 on Form N-1A, filed February 5, 1996,
             and incorporated herein by reference).

EX-99.B10    Opinion and Consent of Counsel.

EX-99.B11    Consent of Ernst & Young LLP.

EX-99.B12    Annual Report dated November 30, 1996 (filed electronically on
             January 29, 1997, and incorporated herein by reference).

EX-99.B14    Model Retirement Plans (filed as Exhibits 14a, 14b, 14c, and 14d to
             Pre-Effective Amendment No. 2 to the Registration Statement on Form
             N-1A of Twentieth Century World Investors, Inc., File No. 33-39242,
             and incorporated herein by reference).
              
EX-99.B15a   Master Distribution and Shareholder Services Plan of Twentieth
             Century Capital Portfolios, Inc., Twentieth Century Investors,
             Inc., Twentieth Century Strategic Asset Allocations, Inc. and
             Twentieth Century World Investors, Inc. (Advisor Class) dated
             September 3, 1996 (filed electronically as Exhibit 15a to 
             Post-Effective Amendment No. 75 on Form N-1A of Twentieth Century
             Investors, Inc., File No. 2-14213, and incorporated herein by
             reference).
 
EX-99.B15b   Shareholder Services Plan of Twentieth Century Capital Portfolios,
             Inc., Twentieth Century Investors, Inc., Twentieth Century
             Strategic Asset Allocations, Inc. and Twentieth Century World
             Investors, Inc. (Service Class) dated September 3, 1996. (filed
             electronically as Exhibit 15b to Post-Effective Amendment No. 75 on
             Form N-1A of Twentieth Century Investors, Inc., File No. 2-14213,
             and incorporated herein by reference).

EX-99.B16    Schedules for Computations of Advertising Performance Quotations.

EX-99.B17    Power of Attorney.

EX-99.B18    Multiple Class Plan of Twentieth Century Capital Portfolios, Inc.,
             Twentieth Century Investors, Inc., Twentieth Century Strategic
             Asset Allocations, Inc. and Twentieth Century World Investors, Inc.
             dated September 3, 1996 (filed electronically as Exhibit 18 to
             Post-Effective No. 75 on Form N-1A of Twentieth Century Investors,
             Inc., File No. 2-14213, and incorporated herein by reference).

EX-27.7.1    Financial Data Schedule for Strategic Allocation: Conservative.

EX-27.7.2    Financial Data Schedule for Strategic Allocation: Moderate.

EX-27.7.3    Financial Data Schedule for Strategic Allocation: Aggressive.


                              ARTICLES OF AMENDMENT

                                       OF

               TWENTIETH CENTURY STRATEGIC ASSET ALLOCATIONS, INC.


         The  undersigned,  William M. Lyons,  in  accordance  with the Maryland
General Corporation Law, does hereby certify that:

         1. He is the duly elected Executive Vice President of Twentieth Century
Strategic Asset Allocations, Inc., a Maryland corporation (the "Corporation").

         2. The amendment to the Articles of  Incorporation  of the Corporation,
which was  approved as of November  23,  1996 by the Board of  Directors  of the
Corporation at a meeting pursuant to Section 2-605(a)(4) of the Maryland General
Corporation Law, is as follows:

                  The Articles of  Incorporation  of the  Corporation are hereby
         amended by deleting all of the present  Article SECOND and inserting in
         lieu therefor the following Article SECOND:

                  "SECOND:  The name of the Corporation is

                           American Century Strategic Asset Allocations, Inc."

         3. The amendment shall be effective January 1, 1997.

         IN WITNESS  WHEREOF,  the undersigned  hereby  acknowledges  that these
Articles of Amendment  are the act of the  Corporation  and states,  that to the
best of his  knowledge,  information  and belief,  the matters and facts  stated
herein are true in all material respects,  and that this statement is made under
penalties of perjury.

         Dated this 2nd day of December, 1996.


                                                     /s/ William M. Lyons
                                                     William M. Lyons
                                                     Executive Vice President
Witness:

/s/ Charles A. Etherington
Charles A. Etherington
Assistant Secretary


               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

                             ARTICLES SUPPLEMENTARY

         AMERICAN  CENTURY  STRATEGIC  ASSET   ALLOCATIONS,   INC.,  a  Maryland
corporation  whose principal  Maryland office is located in Baltimore,  Maryland
(the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

         FIRST:  The Corporation is registered as an open-end  company under the
Investment Company Act of 1940.

         SECOND:  Pursuant  to  authority  expressly  vested  in  the  Board  of
Directors of the  Corporation  by Section  2-605(a)(4)  of the Maryland  General
Corporation  Law, the Board of Directors of the Corporation has renamed the duly
established and allocated series of the Corporation's stock as follows:
<TABLE>

New Series Name                                             Prior Series Name
- ----------------------------------------------------------------------------------------------
<S>                                                      <C>  
American Century Strategic Allocation:  Conservative        Strategic Allocation: Conservative
American Century Strategic Allocation:  Moderate            Strategic Allocation:  Moderate
American Century Strategic Allocation:  Aggressive          Strategic Allocation:  Aggressive
</TABLE>
The name changes shall be effective on January 1, 1997.

         THIRD:  Except as otherwise provided by the express provisions of these
Articles  Supplementary,  nothing herein shall limit, by inference or otherwise,
the  discretionary  right of the Board of  Directors to  serialize,  classify or
reclassify and issue any unissued  shares of any Series or Class or any unissued
shares that have not been  allocated  to a Series or Class,  and to fix or alter
all terms thereof,  to the full extent provided by the Articles of Incorporation
of the Corporation.

         FOURTH:  A description  of the series and classes of shares,  including
the  preferences,  conversion  and other rights,  voting  powers,  restrictions,
limitations  as to  dividends,  qualifications,  and  terms and  conditions  for
redemption is set forth in the Articles of  Incorporation of the Corporation and
is not  changed by these  Articles  Supplementary,  except  with  respect to the
creation and/or designation of the various Series.

         FIFTH:   The  Board  of  Directors  of  the  Corporation  duly  adopted
resolutions renaming the Series, as set forth in Article SECOND.

         IN WITNESS WHEREOF, AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS,  INC.
has caused these Articles  Supplementary  to be signed and  acknowledged  in its
name and on its behalf by its Executive Vice President and its corporate seal to
be hereunto  affixed and attested to by its Assistant  Secretary on this 2nd day
of December, 1996.

                                                AMERICAN CENTURY STRATEGIC
ATTEST:                                         ASSET ALLOCATIONS, INC.


      /s/ Patrick A. Looby                    By:     /s/ William M. Lyons
      --------------------                            --------------------
Name: Patrick A. Looby                          Name: William M. Lyons
Title:Assistant Secretary                       Title:Executive Vice President


         THE UNDERSIGNED  Executive Vice President of AMERICAN CENTURY STRATEGIC
ASSET  ALLOCATIONS,  INC.,  who  executed  on  behalf  of said  Corporation  the
foregoing  Articles  Supplementary to the Charter,  of which this certificate is
made a  part,  hereby  acknowledges,  in the  name  of and  on  behalf  of  said
Corporation,  the  foregoing  Articles  Supplementary  to the  Charter to be the
corporate act of said  Corporation,  and further  certifies that, to the best of
his knowledge,  information and belief,  the matters and facts set forth therein
with respect to the approval thereof are true in all material respects under the
penalties of perjury.



Dated:  December 2, 1996              /s/ William M. Lyons
                                      --------------------
                                      William M. Lyons, Executive Vice President


                           Specimen Stock Certificate

                        AMERICAN CENTURY (name of series)

                        A Series of the Capital Stock of
               American Century Strategic Asset Allocations, Inc.
              Incorporated Under the Laws of the State of Maryland

NUMBER                               DATED                                SHARES


This is to Certify that

    IS THE OWNER OF THE FULLY PAID AND NON-ASSESSABLE SHARES STATED ABOVE OF
                        American Century (name of series)
                                 (name of class)

               A series of the Capital Stock, Par Value $0.01, of
               American Century Strategic Asset Allocations, Inc.

                             (american century logo)
                                    American
                                  Century (sm)

                     [printed vertically along right margin]
                                 Countersigned:

                         By---------------Transfer Clerk

         The Corporation  will furnish without charge to each Shareholder who so
requests the  designations  and the  preferences,  conversion  and other rights,
voting powers, restrictions,  limitations as to dividends,  qualifications,  and
terms and  conditions  of  redemption  of each  series and class of stock of the
Corporation.

         This certificate and the shares represented hereby are issued and shall
be held subject to all the  provisions of the Articles of  Incorporation  of the
Corporation  and all  amendments  thereto,  copies  of which  are on file at the
executive  offices of the  Corporation,  and the holder  hereof by acceptance of
this certificate consents and agrees to be bound by all of said provisions.

         This  certificate  is not valid until  countersigned  by an  authorized
Transfer Clerk of the Corporation.

         WITNESS the facsimile  signatures of the Corporation's  duly authorized
officers.


/s/William M. Lyons                                 /s/James E. Stowers III
William M. Lyons                                    James E. Stowers III
SECRETARY                                           PRESIDENT

                             [front of certificate]


FOR VALUE RECEIVED,-------------HEREBY SELL, ASSIGN AND TRANSFER

unto----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

- ------------------------------------------------------------------------Attorney
to  transfer  the said Stock on the books of the within  named  issuer with full
power of substitution in the premises.

DATED:-------------------                        -------------------------------
                                                 Signature

                                                 -------------------------------
                                                 Signature

(signature guarantee stamp)

[printed vertically along far right margin]

         NOTICE:  The  signature(s)  on this assignment must correspond with the
name(s)  as  written  upon the  face of the  certificate,  in every  particular,
without alteration or any change whatever.

         The signature(s) must be guaranteed by a bank or trust company,  credit
union,  broker-dealer,  securities  exchange or association,  clearing agency or
savings  association,   as  defined  by  federal  law.  Notarized  or  witnessed
signatures are not acceptable as guaranteed signatures.

                              [back of certificate]

                             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

                                                                  March 26, 1997


American Century Strategic Asset Allocations, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

     As counsel to American Century Strategic Asset Allocations, Inc. I am
generally familiar with its affairs. Based upon this familiarity, and upon the
examination of such documents as I have deemed relevant, it is my opinion that
the shares of the Corporation described in Post-Effective Amendment No. 2 to its
Registration Statement on Form N-1A to be filed with the Securities and Exchange
Commission on March 26, 1997, will, when issued, be validly issued, fully paid
and nonassessable.

     For the record, it should be stated that I am an officer and employee of
American Century Services Corporation, an affiliated corporation of American
Century Investment Management, Inc., the investment adviser of American Century
Strategic Asset Allocations, Inc.

     I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 2.

                             Very truly yours,

                             /s/ Charles A. Etherington
                             Charles A. Etherington


                                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 Strategic Asset Allocations, 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" in the Post-Effective  Amendment No. 2 to
the  Registration  Statement  (Form  N-1A) and  related  Prospectus  of American
Century Strategic Asset Allocations,  Inc. and to the incorporation by reference
therein of our report  dated  January 3,  1997,  with  respect to the  financial
statements of American Century Strategic Asset Allocations, Inc. included in its
Annual Report to Shareholders for the period ended November 30, 1996.

                                                  /s/Ernst & Young LLP
                                                  ERNST & YOUNG LLP

Kansas City, Missouri
March 26, 1997

SCHEDULE OF COMPUTATION OF PERFORMANCE ADVERTISING QUOTATIONS

     Set forth below is a representative calculation of the cumulative total 
return performance quotation included in the Statement of Additional Information
of American Century Strategic Asset Allocations, Inc.

     1. The cumulative total return of Strategic Allocation: Aggressive from
February 15, 1996 (inception) to November 30, 1996 as quoted in the Statement of
Additional Information, was 10.60%.

     This return was calculated as follows:

             (ERV - P)
         C = ---------
                 P

     where,

       C = cumulative total return 
       P = a hypothetical initial payment of $1,000 
     ERV = ending redeemable value of the hypothetical $1,000 payment at the end
           of the period.

     Applying the actual return figures of the fund for the period February 15,
1996 through November 30, 1996.

           (1,106-1,000)
     C =  ---------------     
               1,000

     C = 10.60%


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  American Century
Strategic Asset Allocations,  Inc.,  hereinafter  called the "Corporation",  and
certain  directors and officers of the  Corporation,  do hereby  constitute  and
appoint  James E.  Stowers,  Jr.,  James E. Stowers III,  William M. Lyons,  and
Patrick A. Looby, and each of them individually, their true and lawful attorneys
and agents to take any and all action and execute any and all instruments  which
said  attorneys  and  agents  may deem  necessary  or  advisable  to enable  the
Corporation  to comply with the  Securities  Act of 1933  and/or the  Investment
Company Act of 1940, as amended,  and any rules,  regulations,  orders, or other
requirements of the United States Securities and Exchange Commission thereunder,
in connection with the registration  under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended, including specifically,  but without
limitation  of the  foregoing,  power  and  authority  to sign  the  name of the
Corporation in its behalf and to affix its corporate seal, and to sign the names
of each of such directors and officers in their capacities as indicated,  to any
amendment or supplement to the Registration  Statement filed with the Securities
and Exchange  Commission  under the Securities Act of 1933 and/or the Investment
Company Act of 1940, as amended, and to any instruments or documents filed or to
be filed as a part of or in connection  with such  Registration  Statement;  and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Power to be
executed by its duly authorized officers on this the 15th day of February, 1997.

                                           AMERICAN CENTURY STRATEGIC ASSET
                                           ALLOCATIONS, INC.

                                           By:/s/ James E. Stowers III
                                           James E. Stowers III, President


                               SIGNATURE AND TITLE

/s/ James E. Stowers, Jr.                           /s/ Robert W. Doering, M.D.
James E. Stowers, Jr.                               Robert W. Doering, M.D.
Chairman and Director                               Director


/s/ James E. Stowers III                            /s/ Linsley L. Lundgaard
James E. Stowers III                                Linsley L. Lundgaard
President, Director and                             Director
Principal Executive Officer

/s/ Robert T. Jackson                               /s/ Donald H. Pratt
Robert T. Jackson                                   Donald H. Pratt
Executive Vice President,                           Director
Principal Financial Officer


/s/ Maryanne Roepke                                 /s/ Lloyd T. Silver
Maryanne Roepke                                     Lloyd T. Silver
Vice President and Treasurer,                       Director
Principal Accounting Officer


/s/ Thomas A. Brown                                 /s/ M. Jeannine Strandjord
Thomas A. Brown                                     M. Jeannine Strandjord
Director                                            Director

                                                    /s/D.D. ("Del") Hock
                                                    D.D. ("Del") Hock
Attest:                                             Director         
                                                                                
By:/s/ William M. Lyons                                                         
   William M. Lyons, Secretary

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
   <NUMBER> 1
   <NAME> STRATEGIC ALLOCATION: CONSERVATIVE
       
<S>                                           <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                                NOV-30-1996
<PERIOD-END>                                     NOV-30-1996                <F1>
<INVESTMENTS-AT-COST>                                           35,334,180
<INVESTMENTS-AT-VALUE>                                          36,719,052
<RECEIVABLES>                                                      648,581
<ASSETS-OTHER>                                                      99,429
<OTHER-ITEMS-ASSETS>                                                     0
<TOTAL-ASSETS>                                                  37,467,062
<PAYABLE-FOR-SECURITIES>                                           322,657
<SENIOR-LONG-TERM-DEBT>                                                  0
<OTHER-ITEMS-LIABILITIES>                                           61,458
<TOTAL-LIABILITIES>                                                384,115
<SENIOR-EQUITY>                                                     70,520
<PAID-IN-CAPITAL-COMMON>                                        35,354,401
<SHARES-COMMON-STOCK>                                            7,052,098
<SHARES-COMMON-PRIOR>                                                    0
<ACCUMULATED-NII-CURRENT>                                          192,595
<OVERDISTRIBUTION-NII>                                                   0
<ACCUMULATED-NET-GAINS>                                             73,373
<OVERDISTRIBUTION-GAINS>                                                 0
<ACCUM-APPREC-OR-DEPREC>                                         1,392,058
<NET-ASSETS>                                                    37,082,947
<DIVIDEND-INCOME>                                                   88,950
<INTEREST-INCOME>                                                  474,042
<OTHER-INCOME>                                                           0
<EXPENSES-NET>                                                     123,086
<NET-INVESTMENT-INCOME>                                            439,906
<REALIZED-GAINS-CURRENT>                                            60,039
<APPREC-INCREASE-CURRENT>                                        1,392,058
<NET-CHANGE-FROM-OPS>                                            1,892,003
<EQUALIZATION>                                                           0
<DISTRIBUTIONS-OF-INCOME>                                                0
<DISTRIBUTIONS-OF-GAINS>                                           233,977  <F2>
<DISTRIBUTIONS-OTHER>                                                    0
<NUMBER-OF-SHARES-SOLD>                                          7,944,474
<NUMBER-OF-SHARES-REDEEMED>                                        938,542
<SHARES-REINVESTED>                                                 46,166  <F2>
<NET-CHANGE-IN-ASSETS>                                          37,082,947
<ACCUMULATED-NII-PRIOR>                                                  0
<ACCUMULATED-GAINS-PRIOR>                                                0
<OVERDISTRIB-NII-PRIOR>                                                  0
<OVERDIST-NET-GAINS-PRIOR>                                               0
<GROSS-ADVISORY-FEES>                                              118,774
<INTEREST-EXPENSE>                                                       0
<GROSS-EXPENSE>                                                    123,086
<AVERAGE-NET-ASSETS>                                            15,013,885
<PER-SHARE-NAV-BEGIN>                                                 5.00  <F2>
<PER-SHARE-NII>                                                       0.13  <F2>
<PER-SHARE-GAIN-APPREC>                                               0.22  <F2>
<PER-SHARE-DIVIDEND>                                                  0.00
<PER-SHARE-DISTRIBUTIONS>                                             0.09  <F2>
<RETURNS-OF-CAPITAL>                                                  0.00
<PER-SHARE-NAV-END>                                                   5.26  <F2>
<EXPENSE-RATIO>                                                       1.01  <F2>
<AVG-DEBT-OUTSTANDING>                                                   0
<AVG-DEBT-PER-SHARE>                                                  0.00
<FN>
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
   <NUMBER> 2
   <NAME> STRATEGIC ALLOCATION: MODERATE
       
<S>                                           <C>
<PERIOD-TYPE>                                      YEAR
<FISCAL-YEAR-END>                                  NOV-30-1996
<PERIOD-END>                                       NOV-30-1996              <F1>
<INVESTMENTS-AT-COST>                                             58,855,541
<INVESTMENTS-AT-VALUE>                                            62,738,902
<RECEIVABLES>                                                      2,382,479
<ASSETS-OTHER>                                                       472,187
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                    65,593,568
<PAYABLE-FOR-SECURITIES>                                              87,812
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                            103,434
<TOTAL-LIABILITIES>                                                  191,246
<SENIOR-EQUITY>                                                      120,731
<PAID-IN-CAPITAL-COMMON>                                          61,109,434
<SHARES-COMMON-STOCK>                                             12,073,128
<SHARES-COMMON-PRIOR>                                                      0
<ACCUMULATED-NII-CURRENT>                                            266,895
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                5,069
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                           3,900,193
<NET-ASSETS>                                                      65,402,322
<DIVIDEND-INCOME>                                                    256,321
<INTEREST-INCOME>                                                    718,970
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                       300,047
<NET-INVESTMENT-INCOME>                                              675,144
<REALIZED-GAINS-CURRENT>                                              (5,837)
<APPREC-INCREASE-CURRENT>                                          3,900,193
<NET-CHANGE-FROM-OPS>                                              4,569,600
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                  0
<DISTRIBUTIONS-OF-GAINS>                                             397,443<F2>
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                           17,467,164
<NUMBER-OF-SHARES-REDEEMED>                                        5,470,362
<SHARES-REINVESTED>                                                   76,326<F2>
<NET-CHANGE-IN-ASSETS>                                            65,402,322
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                292,871
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                      300,047
<AVERAGE-NET-ASSETS>                                              33,691,577
<PER-SHARE-NAV-BEGIN>                                                   5.00<F2>
<PER-SHARE-NII>                                                         0.10<F2>
<PER-SHARE-GAIN-APPREC>                                                 0.39<F2>
<PER-SHARE-DIVIDEND>                                                    0.00
<PER-SHARE-DISTRIBUTIONS>                                               0.07<F2>
<RETURNS-OF-CAPITAL>                                                    0.00
<PER-SHARE-NAV-END>                                                     5.42<F2>
<EXPENSE-RATIO>                                                         1.10<F2>
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                    0.00
<FN>
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<SERIES>
   <NUMBER> 3
   <NAME> STRATEGIC ALLOCATION: AGGRESSIVE
       
<S>                                           <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                                 NOV-30-1996
<PERIOD-END>                                      NOV-30-1996               <F1>
<INVESTMENTS-AT-COST>                                            49,089,984
<INVESTMENTS-AT-VALUE>                                           52,134,166
<RECEIVABLES>                                                       630,682
<ASSETS-OTHER>                                                    1,083,527
<OTHER-ITEMS-ASSETS>                                                      0
<TOTAL-ASSETS>                                                   53,848,375
<PAYABLE-FOR-SECURITIES>                                          1,621,057
<SENIOR-LONG-TERM-DEBT>                                                   0
<OTHER-ITEMS-LIABILITIES>                                            79,278
<TOTAL-LIABILITIES>                                               1,700,335
<SENIOR-EQUITY>                                                      94,241
<PAID-IN-CAPITAL-COMMON>                                         49,000,271
<SHARES-COMMON-STOCK>                                             9,424,136
<SHARES-COMMON-PRIOR>                                                     0
<ACCUMULATED-NII-CURRENT>                                           301,109
<OVERDISTRIBUTION-NII>                                                    0
<ACCUMULATED-NET-GAINS>                                            (304,969)
<OVERDISTRIBUTION-GAINS>                                                  0
<ACCUM-APPREC-OR-DEPREC>                                          3,057,388
<NET-ASSETS>                                                     52,148,040
<DIVIDEND-INCOME>                                                   193,861
<INTEREST-INCOME>                                                   341,313
<OTHER-INCOME>                                                            0
<EXPENSES-NET>                                                      223,147
<NET-INVESTMENT-INCOME>                                             312,027
<REALIZED-GAINS-CURRENT>                                           (315,887)
<APPREC-INCREASE-CURRENT>                                         3,057,388
<NET-CHANGE-FROM-OPS>                                             3,053,528
<EQUALIZATION>                                                            0
<DISTRIBUTIONS-OF-INCOME>                                                 0
<DISTRIBUTIONS-OF-GAINS>                                                  0
<DISTRIBUTIONS-OTHER>                                                     0
<NUMBER-OF-SHARES-SOLD>                                          11,454,858
<NUMBER-OF-SHARES-REDEEMED>                                       2,030,722
<SHARES-REINVESTED>                                                       0
<NET-CHANGE-IN-ASSETS>                                           52,148,040
<ACCUMULATED-NII-PRIOR>                                                   0
<ACCUMULATED-GAINS-PRIOR>                                                 0
<OVERDISTRIB-NII-PRIOR>                                                   0
<OVERDIST-NET-GAINS-PRIOR>                                                0
<GROSS-ADVISORY-FEES>                                               217,333
<INTEREST-EXPENSE>                                                        0
<GROSS-EXPENSE>                                                     223,147
<AVERAGE-NET-ASSETS>                                             22,914,341
<PER-SHARE-NAV-BEGIN>                                                  5.00 <F2>
<PER-SHARE-NII>                                                        0.07 <F2>
<PER-SHARE-GAIN-APPREC>                                                0.46 <F2>
<PER-SHARE-DIVIDEND>                                                   0.00
<PER-SHARE-DISTRIBUTIONS>                                              0.00
<RETURNS-OF-CAPITAL>                                                   0.00
<PER-SHARE-NAV-END>                                                    5.53 <F2>
<EXPENSE-RATIO>                                                        1.20 <F2>
<AVG-DEBT-OUTSTANDING>                                                    0
<AVG-DEBT-PER-SHARE>                                                   0.00
<FN>
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>


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