AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS INC, 485APOS, 1999-01-05

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS INC
485APOS, 1999-01-05

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As filed with the Securities and Exchange Commission on January 5, 1999

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.__4__ __X__

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 __X__

Amendment No.__4__

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

Approximate Date of Proposed Public Offering: February 28, 1999

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

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Form 24F-2 Notice for the
fiscal year ending November 30, 1997, was filed on January 29, 1998.
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<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus

February 28, 1999
- --------------------------------------------------------------------------------

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

Investor Class

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

Distributed by Funds Distributor, Inc.

Dear Investor,

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

Here's what you'll find:

* The funds' primary investments and risks

* A description of who may or may not want to invest in the funds

* Fund performance, including returns for each year, best and worst quarters and
average annual returns compared to the funds' benchmarks

* An overview of ways to best manage your accounts

* Helpful tips and definitions of key investment terms

Whether you're a current investor or investing in mutual funds for the first
time, this prospectus will give you a clear understanding of the funds. If you
have questions, our Institutional Service Representatives are available
weekdays, 8 a.m. to 5:30 p.m. Central time. Our toll-free number is
1-800-345-3533. We look forward to helping you achieve your financial goals.

Sincerely,

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

Table of Contents

An Overview of the Funds................................................X

Fees and Expenses.......................................................X

Information about the Funds.............................................X

Management..............................................................X

Investing with American Century.........................................X

Share Price and Distributions...........................................X

Taxes...................................................................X

Multiple Class Information..............................................X

Financial Highlights....................................................X

At Your Service.........................................................X

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

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

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

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

An Overview of the Funds

What are the funds' investment goals?

These funds are asset allocation funds. They seek different proportions of
regular income and long-term capital growth by investing in different mixes of
asset types, such as stocks, bonds and money market instruments.

What are the funds' primary investment strategies and principal risks?

The following table indicates each fund's neutral mix. The neutral mix
represents a benchmark as to how a fund's investments generally will be
allocated among the major asset classes over the long term.

<TABLE>
Neutral Mixes

Equity Fixed Income Cash
Fund Securities or Equivalents
(Stocks) Debt Securities
(Bonds)
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Strategic Allocation:
<S> <C> <C> <C>
Conservative 40% 45% 15%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Strategic Allocation:
Moderate 60% 30% 10%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Strategic Allocation:
Aggressive 75% 20% 5%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
</TABLE>

In selecting stocks for the equity portion of the funds, the advisor may choose
stocks of U.S. or foreign companies of any size. The advisor invests the
fixed-income portion of the funds primarily in investment grade debt securities.

The funds' principal risks include:

o Market Risk The value of the funds' shares will go up and down based on
the performance of the companies whose securities it owns
and other factors affecting the securities markets
generally.

o Interest Rate Risk When interest rates change, the value of the funds'
fixed-income securities will be affected.

o Principal Loss As with all mutual funds, if you sell your shares when
their value is less than the price you paid, you will lose
money.

Who may want to invest in the funds?

The funds may be a good investment if you are

0 seeking funds that combine the potential for long-term capital growth with
income

0 seeking the convenience of funds that invest in both equity and fixed-income
securities

0 comfortable with the risks associated with the funds' investment strategy

0 investing through an IRA or other tax-advantaged retirement plan

Who may not want to invest in the funds?

The funds may not be a good investment if you are

0 not seeking current income from your investment

0 investing for a short period of time

0 uncomfortable with volatility in the value of your investment

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

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

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

Fees and Expenses

There are no sales loads or fees or other charges

0 to buy fund shares directly from American Century

0 to reinvest dividends in additional shares

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

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

<TABLE>
<CAPTION>
Annual Operating Expenses (expenses that are deducted from fund assets)
Management Distribution and Other Total Annual Fund
Fee1 & 2 Service (12b-1) Fees Expenses3 Operating Expenses
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
<S> <C> <C> <C>
Strategic Allocation: Conservative 1.00% None 0.00% 1.00%
Strategic Allocation: Moderate 1.10% None 0.00% 1.10%
Strategic Allocation: Aggressive 1.20% None 0.00% 1.20%
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
</TABLE>

1 Based on fund assets as of December 31, 1998. The funds have stepped fee
schedules, and as a result, the funds' management fees generally decrease
as fund assets increase. Please consult the Statement of Additional
Information for more details about the funds' management fees.

2 A portion of the management fee may be paid by the funds' advisor to
unaffiliated third parties who provide recordkeeping and administrative
services that would otherwise be performed by an affiliate of the advisor.

3 Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel, interest and extraordinary
expenses, were less than 0.005% for the most recent fiscal year.

Example

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

o invest $10,000 in the fund

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

o earn a 5% return each year and

o incur the same operating expenses shown above,

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

1 year 3 years 5 years 10 years
Strategic Allocation: Conservative $102 $318 $551 $1,219
Strategic Allocation: Moderate $112 $349 $604 $1,334
Strategic Allocation: Aggressive $122 $380 $657 $1,447

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

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

Information about the Funds

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

What are the funds' investment objectives?

The funds are asset allocation funds. That is, they diversify their assets among
various classes of investments such as stocks, bonds and money market
instruments. Each fund holds a different mix of these asset types, which gives
it a distinct risk profile and return potential.

o Strategic Allocation: Conservative seeks regular income through its emphasis
on bonds and money market securities. It also has the potential for moderate
long-term total return as a result of its stake in equity securities.

o Strategic Allocation: Moderate seeks long-term capital growth with some
regular income. It emphasizes investments in equity securities, but
maintains a sizeable stake in bonds and money market securities.

o Strategic Allocation: Aggressive seeks long-term capital growth with a small
amount of income. It emphasizes investments in equity securities, but
maintains a portion of its assets in bonds and money market securities.

You should be aware that the names of the three asset allocation funds offered
in this Prospectus are intended to reflect the relative short-term price
volatility risk among the funds and not as an indication of the advisor'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.

How do the funds pursue their investment objectives?

The funds' strategic asset allocation strategy diversifies investments among
equity securities, bonds and cash-equivalent instruments. The funds may invest
in any type of U.S. or foreign equity security that meets certain fundamental
and technical standards. The fund advisor draws on growth, value and
quantitative investment techniques in managing the equity portion of the funds'
portfolios and diversifies the funds' equity investments among small, medium and
large companies.

The growth strategy looks for companies with earnings and revenues that are not
only growing, but growing at a successively faster, or accelerating, pace. This
strategy is based on the premise that, over the long term, the stocks of
companies with accelerating earnings and revenues have a greater-than-average
change to increase in value. The value investment discipline seeks capital
growth by investing in equity securities of well-established companies that the
funds' managers believe to be temporarily undervalued. The primary quantitative
management technique the managers use is portfolio optimization. The managers
may construct a portion of the funds' portfolios to match the risk
characteristics of the S&P 500 and then optimize each portfolio to achieve the
desired balance of risk and return potential.

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 managers' opinion, such discipline or investment
category is undervalued relative to the other disciplines or categories.

The funds also invest in a variety of debt securities payable in both U.S. and
foreign currencies. The funds primarily invest in investment-grade securities,
that is, securities rated in the four highest categories by independent rating
organizations. 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. High-yield securities are higher risk,
non-convertible debt obligations that are rated below investment grade. The
funds may also invest in unrated securities based on the funds' advisor's
assessment of their credit quality. The maturities of fixed-income securities in
which the funds invest are expected to range from two to 30 years.

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

* Fixed-income securities are rated by nationally recognized securities
ratings organizations (SROs), such as Moody's and Standard & Poor's. Each
SRO has its own system for classifying securities, but each tries to
indicate a company's ability to make timely payments of interest and
principal. A detailed description of SRO's, their ratings system and what
we do if a security isn't rated is included in the Statement of Additional
Information.

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

The funds may invest the cash equivalent portion of their portfolios in
high-quality money market investments (denominated in U.S. dollars or foreign
currencies).

The following table shows the operating ranges in which each fund's asset mix
may vary over short-term periods. These variations may be due to differences in
asset class performance or prevailing market conditions.

<TABLE>
Operating Ranges

Equity Cash
Fund Securities Fixed Income Equivalents
(Stocks) or
Debt Securities
(Bonds)
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
Strategic Allocation:
<S> <C> <C> <C>
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%
- --------------------------------- ------------------------------ ------------------------------- ------------------------------
</TABLE>

What are the primary risks of investing in the fund?

The value of the funds' shares depends on the value of the stocks, bonds and
other securities they own.

The value of the individual equity securities the funds own will go up and down
depending on the performance of the companies that issued them, general market
and economic conditions, and investor confidence.

The value of the funds' fixed income securities will be affected primarily by
rising or falling interest rates and the continued ability of the issuers of
these securities to make payments of interest and principal as they become due.

When interest rates change, the amount of income the fund generates will be
affected. Generally, when interest rates rise, the funds income and its share
value will decline. The opposite is true when interest rates decline.

The lowest rated investment-grade bonds in which the funds may invest contain
some speculative characteristics. Having those bonds in the funds' portfolios
means the funds' value may go down more if interest rates or other economic
conditions change than if the funds contained only higher rated bonds. In
addition, Strategic Allocation: Moderate and Strategic Allocation: Aggressive
may invest in higher risk high-yield securities, sometimes referred to as junk
bonds. These securities are considered to be predominantly speculative and are
more likely to be negatively affected by changes in interest rates or other
economic conditions.

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

Although the fund advisor invests the funds' assets primarily in U.S.
securities, the funds can invest in securities of foreign companies. Foreign
securities can have certain unique risks, including fluctuations in currency
exchange rates, unstable political and economic structures, reduced availability
of public information and the lack of uniform financial reporting and regulatory
practices similar to those that apply to U.S. issuers. These factors make
investing in foreign securities generally riskier than investing in U.S.
securities. To the extent the funds invest in foreign securities, the overall
risk of the funds could be affected.

These funds are intended for investors who seek to diversify their assets among
various classes of investments, such as stocks, bonds and money market
instruments, and who are willing to accept the risks associated with the funds'
investment strategies.

Fund Performance History

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

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

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

Annual Total Returns

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

[GRAPH DEPICTING ANNUAL TOTAL RETURNS FOR CALENDAR YEARS 1997 AND 1998 FOR
STRATEGIC ALLOCATION: CONSERVATIVE, STRATEGIC ALLOCATION: MODERATE AND STRATEGIC
ALLOCATION: AGGRESSIVE; UPDATED FIGURES NOT AVAILABLE]

Highest and Lowest Quarterly Returns

The highest and lowest returns of the funds' Investor Class shares for a
calendar quarter during the period reflected by the preceding bar chart are
provided below to indicate the funds' historical short-term volatility.
Shareholders should be aware, however, that these funds are intended for
investors with a long-term investment horizon and are not managed for short-term
results.

[GRAPH DEPICTING HIGHEST AND LOWEST RETURNS FOR CALENDAR YEARS 1997 AND 1998 FOR
STRATEGIC ALLOCATION: CONSERVATIVE, STRATEGIC ALLOCATION: MODERATE AND STRATEGIC
ALLOCATION: AGGRESSIVE; UPDATED FIGURES NOT AVAILABLE]

Average Annual Returns

The following table shows the average annual returns of the funds' Investor
Class shares for the periods indicated for the life of the class. The benchmarks
are included for performance comparison. The benchmarks are unmanaged indexes
that have no operating costs.

1 year Life of Fund

Strategic Allocation: Conservative XXX% XXX%
Strategic Allocation: Moderate XXX% XXX%
Strategic Allocation: Aggressive XXX% XXX%
S&P 500 Index XXX% XXX%
Lehman Aggregate Bond Index XXX% XXX%
Three-Month U.S. Treasury Bill XXX% XXX%

The inception date for the funds Investor Class was February 15, 1996.

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

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

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

Management

Who manages the funds?

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

The Board of Directors

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

The Investment Advisor

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

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

For the services it provided to the funds during their most recent fiscal year,
the advisor received a unified management fee based on a percentage of the
average net assets of the Investor Class of shares of each fund. The amount of
the management fee is calculated on a class-by-class basis daily and paid
monthly. Out of that fee, the advisor paid all expenses of managing and
operating the fund except brokerage expenses, taxes, interest, fees and expenses
of the independent directors (including legal counsel fees) and extraordinary
expenses.

Management Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended November 30, 1998
- ----------------------------------------------------------------------------
Strategic Allocation: Conservative X.XX%
- ------------------------------------------------------------ ---------------
Strategic Allocation: Moderate X.XX%
- ------------------------------------------------------------ ---------------
Strategic Allocation: Aggressive X.XX%
- ------------------------------------------------------------ ---------------

The Fund Management Team

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

The portfolio managers on the investment team are identified below:

Jeffrey R. Tyler, Senior Vice President and Portfolio Manager, has been a member
of the team that manages the Strategic Allocation funds since their inception in
February 1996. He joined American Century in 1988 as a portfolio manager. He has
a bachelor's in economics from the University of California and an MBA in
finance and economics from Northwestern University. He is a Chartered Financial
Analyst.

Christopher K. Boyd, Vice President and Portfolio Manager, rejoined American
Century in 1998. With the exception of 1997, he has been with American Century
since March 1988 and served as a Portfolio Manager since December 1992. During
1997, he was in private practice as an investment advisor. He has a bachelor of
science from the University of Kansas and an MBA from Tuck School, Dartmouth
College.

Phillip N. Davidson, Vice President and Portfolio Manager, joined American
Century in 1993 as a Portfolio Manager. Prior to joining American Century, he
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. He
has a bachelor's and MBA in finance from Illinois State University.

Glenn A. Fogle, Vice President and Portfolio Manager, joined American Century in
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. He has a bachelor's in business and an MBA in Finance from Texas
Christian University. He is a Chartered Financial Anaylst.

C. Kim Goodwin, Vice President and Portfolio Manager, joined American Century in
1997. Prior to joining American Century, she served as Senior Vice President and
Portfolio Manager at Putnam Investments from May 1996 to September 1997 and Vice
President and Portfolio Manager at Prudential Investments from February 1993 to
April 1996. Prior to that, she served as an assistant Vice President and
Portfolio Manager at Mellon Bank Corporation. She is a member of the team that
manages Growth. She has a bachelor's in business from Princeton University and
an MBA in Finance from the University of Texas at Austin.

Norman E. Hoops, Senior Vice President and Fixed Income Portfolio Manager,
joined American Century as Vice President and Portfolio Manager in November
1989. In 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. He has a bachelor's in business in from Indiana
Unversity and an MBA from Butler University.

Brian Howell, Portfolio Manager, joined American Century in 1988 and is
primarily responsible for the fixed income portion of the funds. He was
Portfolio Manager of Capital Manager prior to its merger into Strategic
Allocation: Conservative in September 1997. He has a bachelor's in
mathematics/statistics and an MBA from the University of California-Berkeley.

Mark S. Kopinski, Vice President and Portfolio Manager, rejoined American
Century in 1997. From June 1995 to March 1997, he served as Vice President and
Portfolio Manager for Federated Investors, Inc. Prior to June 1995, he was a
Vice President and Portfolio Manager for American Century. He is a member of the
teams that manage International Growth, International Discovery and the Emerging
Markets Fund. He was a member of the International Growth and International
Discovery teams at their inception in 1991. He has a bachelor's in business from
Monmouth College and an MA from the University of Illinois.

David Schroeder, Vice President, joined American Century in 1990. Mr. Schroeder
has primary responsibility for the day-to-day operations of the
Inflation-Adjusted Treasury Fund and the Long-Term Treasury Fund. He also
manages Target Maturities Trust. He has a bachelor of arts from Pomona College.

John D. Seitzer, Portfolio Manager, joined American Century in 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 He is a member
of the team that manages Giftrust. He has a bachelor's in accounting and finance
from Kansas State University and an MBA in finance from Indiana University. He
is a chartered financial anaylst and a certified public accountant.

Henrik Strabo, Vice President and Portfolio Manager, joined American Century in
1993 as an Investment Analyst of the International Growth and International
Discovery team and has been a Portfolio Manager member of the team since 1994.
Prior to joining American Century, he was Vice President, International Equity
Sales with Barclays de Zoete Wedd from 1991 to 1993. He is a member of the teams
that manage International Growth and International Discovery. He has a
bachelor's in business from the University of Washington.

Denise Tabacco, Portfolio Manager, joined American Century in 1988, becoming of
member of its portfolio department in 1991. In 1995 she assumed her current
position as Portfolio Manager. She has been a member of the team that manages
the Prime Money Market Fund since January 1998. She has a bachelor's in
accounting from San Diego State University and an MBA in finance from Golden
Gate University.

(need more information to match the other team members)

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

* Code of Ethics

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

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

Fundamental Investment Policies

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

Year 2000 Issues

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

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

Investing with American Century

Services Automatically Available to You

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

Conducting Business in Writing

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

<TABLE>
<CAPTION>
Ways to Manage Your Account
- -------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------ -------------------------------------------- -----------------------------------------------
<S> <C> <C>
By telephone Open an account Make additional investments
Investor Services If you are a current investor, you Call us or use our Automated Information Line
1-800-345-2021 can open an account by exchanging if you have authorized us to withdraw from
shares from another American your bank account.
Corporate; Not-For-Profit; Century account. (This service is
Foundations: Endowments not available if you have chosen to Sell shares
1-800-345-3533 do business in writing only.) Call an Investor Services Representative.

Automated Information Line Exchange shares
1-800-345-8765 Call us or use our Automated
24 hours Information Line if you have
authorized us to accept telephone
instructions.
- ------------------------------------ -------------------------------------------- -----------------------------------------------
- ------------------------------------ -------------------------------------------- -----------------------------------------------
By mail or fax Open an account Make additional investments
PO Box 419200 Send a signed and completed Send us your check or money order for at
Kansas City, MO 64141-6200 application and check or money least $50 with an investment slip or $250
order payable to American Century without an investment slip. If you don't have
Fax Investments. an investment slip, include your name,
816-340-7962 address, and account number on your check or
Exchange shares money order.
Send us written instructions to
exchange your shares from one Sell shares
American Century account to another. Send us written instructions to sell shares
or send us a redemption form. Call an
Investor Services Representative to request a
form.
- ------------------------------------ -------------------------------------------- -----------------------------------------------
- ------------------------------------ -------------------------------------------- -----------------------------------------------
Online Open an account Make additional investments
www.americancentury.com If you are a current investor, you Make an additional investment into an
can open an account by exchanging established American Century account if you
shares from another American have authorized us to invest from your bank
Century account. (This service is account.
not available if you have chosen to
do business in writing only.)
Sell shares
Exchange shares Exchange shares from Not available.
another American Century account.
</TABLE>

A Note About Mailings to Shareholders

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

Your Guide to Services and Policies

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

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

- -------------------------------- ------------------------------------------------ -----------------------------------------------
- -------------------------------- ------------------------------------------------ -----------------------------------------------
Automatically Open an account Make additional investments
Not available. Select "Establish Automatic Investments" on
your application to make automatic purchases
Exchange shares of shares on a regular basis. You must invest
Send us written instructions to set up at least $600 per year per account.
an automatic exchange of shares from
one American Century account to another. Sell shares
If you have at least $10,000 in your
account, sell shares automatically by
Check-a-Month, or by an Automatic
Redemption.

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

1665 Charleston Road 9445 East County Line Road
Mountain View, California Suite A
8:30 a.m. to 5 p.m. Englewood, CO 80112
8 a.m. to 6 p.m., Monday - Friday
8 a.m. to noon, Saturday

Minimum Initial Investment Amounts

The following table shows the minimum initial investment required for various
types of accounts:

- -----------------------------------------------------------------------
Individual or Joint $2,500
Traditional IRA $1,000
Roth IRA $1,000
Education IRA $500
UGMA/UTMA $1,000
403(b) No minimum

If you establish an automatic investment plan of at least $50 per month, the
minimum may be waived.

Redemption of shares in low-balance accounts

If your redemption activity causes your account balance to fall below the
minimum initial investment amount, we will notify you and give you 90 days to
meet the minimum or to establish an automatic monthly investment. If you do not
meet the deadline, American Century will redeem the shares in the account and
send the proceeds to your address of record.

Special requirements for large redemptions

The funds 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 applies when a shareholder redeems, during any 90-day period, up to
the lesser of $250,000 or 1% of the assets of the fund. Although we normally
will pay redemptions in excess of this limitation in cash, American Century
reserves the right under unusual circumstances to honor these redemptions in
kind by making payment in whole or in part in readily marketable securities.

If we make payment in securities, we will value the securities, selected by the
fund, in the same manner as we do in computing the fund's net asset value. We
will provide these securities to the redeeming plan participant or financial
intermediary in lieu of cash 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.

While each fund reserves the 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.

Investing Through Financial Intermediaries

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

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

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

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

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

American Century has contracts with certain financial intermediaries requiring
them to track the time investment orders are received and to comply with
procedures relating to the transmission of orders. The funds have authorized
those intermediaries to accept orders on each fund's behalf up to the time at
which the net asset value is determined. Such orders will be priced at the net

asset value next determined after your request is received in good order on a
fund's behalf.

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

* Financial intermediaries include banks, broker-dealers, insurance companies
and investment advisors.

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

Share Price and Distributions

Share Price

American Century determines the net asset value of the funds as of the close of
regular trading on the New York Stock Exchange (usually 4 p.m. Eastern time) on
each day the Exchange is open. On days when the Exchange is not open, we do not
calculate the net asset value. The net asset value of a fund share is the
current value of the fund's investments, minus any liabilities, divided by the
number of fund shares outstanding.

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

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

Distributions

Federal tax laws require each fund to make distributions to its shareholders in
order to qualify as a "regulated investment company." Qualification as a
regulated investment company means that the funds will not be subject to state
or federal income tax on amounts distributed. The distributions generally
consist of dividends and interest received, as well as capital gains realized on
the sale of investment securities. Each fund generally pays distributions of
capital gains, if any, once a year in December.

The funds pay distributions of substantially all of their income quarterly, with
the exception of Strategic Allocation: Aggressive, which pays such distributions
annually. Distributions from realized capital gains are generally paid twice a
year, usually in March and December. The funds may make more frequent
distributions if necessary to comply with Internal Revenue Code provisions. The
funds' distributions may be taxable as ordinary income, capital gains or a
combination of the two. Capital gains are taxed at different rates depending on
the length of time the fund held the securities that were sold. Distributions
are reinvested automatically in additional shares unless you choose another
option.

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

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

The net asset value of the fund is the price of its shares.

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

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

Taxes

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

Tax-Deferred Accounts

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

Taxable Accounts

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

Taxability of Distributions

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

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

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

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

Taxes on Transactions

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

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

* Buying a Dividend

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

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

Multiple Class Information

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

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

Financial Highlights

Understanding the Financial Highlights

The tables on the next few pages itemize what contributed to the changes in
share price during the period. They also show the changes in share price for
this period in comparison to changes over the last five fiscal years (or less,
if the share class is not five years old).

On a per-share basis, each table includes:

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

Each table also includes some key statistics for the period:

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

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

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

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

The Financial Highlights for the fiscal years ended November 30, 1997 and 1998
have been audited by Deloitte & Touche LLP, independent auditors. Their report
is included in the funds' annual report, which is incorporated by reference into
the Statement of Additional Information, and is available upon request. Prior
years' information was audited by other independent auditors, whose report also
is incorporated by reference into the Statement of Additional Information.

<TABLE>
<CAPTION>
Strategic Allocation: Conservative

For a Share Outstanding Throughout the Years Ended November 30

<S> <C> <C> <C>
1998 1997 1996
PER-SHARE DATA
----------------- --------------- ---------------
Net Asset Value, Beginning of Year......... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Income from Investment Operations
Net Investment Income (dividends).......
Net Realized and Unrealized Gain (Loss) on
Investment Transactions................. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total From Investment Operations........ XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Less Distributions
From Net Investment Income (dividends).. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
----------------- --------------- ---------------
Net Asset Value, End of Year............... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total Return(1)............................ XX.XX XX.XX XX.XX

RATIOS/SUPPLEMENTAL DATA

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

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

Strategic Allocation: Moderate

For a Share Outstanding Throughout the Years Ended November 30

1998 1997 1996
PER-SHARE DATA
----------------- --------------- ---------------
Net Asset Value, Beginning of Year......... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Income from Investment Operations
Net Investment Income (dividends).......
Net Realized and Unrealized Gain (Loss) on
Investment Transactions................. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total From Investment Operations........ XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Less Distributions
From Net Investment Income (dividends).. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
----------------- --------------- ---------------
Net Asset Value, End of Year............... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total Return(1)............................ XX.XX XX.XX XX.XX

RATIOS/SUPPLEMENTAL DATA

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

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

Strategic Allocation: Aggressive

For a Share Outstanding Throughout the Years Ended November 30

1998 1997 1996
PER-SHARE DATA
----------------- --------------- ---------------
Net Asset Value, Beginning of Year......... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Income from Investment Operations
Net Investment Income (dividends).......
Net Realized and Unrealized Gain (Loss) on
Investment Transactions................. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total From Investment Operations........
----------------- --------------- ---------------
Less Distributions
From Net Investment Income (dividends).. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
----------------- --------------- ---------------
Net Asset Value, End of Year............... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total Return(1)............................ XX.XX XX.XX XX.XX

RATIOS/SUPPLEMENTAL DATA

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

This page intentionally blank

AT YOUR SERVICE

Make virtually any transaction online

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

Expand your investment options with American Century Brokerage

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

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

Send your distributions straight to the bank

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

Check out our library

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

Fund Reference
Fund Code Ticker Newspaper Listing
- --------------------------------------------------------------------------------
Strategic Allocation: Conservative 044 TWSCX StrConv
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Strategic Allocation: Moderate 045 TWSMX StrMod
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Strategic Allocation: Aggressive 046 TWSAX StrAgg
- --------------------------------------------------------------------------------

More information about the funds is contained in these documents:

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

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

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

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

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

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

Automated Information Line
1-800-345-8765

Fax
816-340-7962

www.americancentury.com

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

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

Investment Company Act File No. 811-8532
<PAGE>
[american century logo(reg.sm)]
American
Century

Prospectus

February 28, 1999

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

Advisor Class

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

Distributed by Funds Distributor, Inc.

Dear Investor,

Here's what you'll find:

* The funds' primary investments and risks

* A description of who may or may not want to invest in the funds

* Fund performance, including returns for each year, best and worst quarters and
average annual returns compared to the funds' benchmarks

* An overview of ways to best manage your accounts

* Helpful tips and definitions of key investment terms

Sincerely,

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

Table of Contents

An Overview of the Funds...............................................X

Fees and Expenses......................................................X

Information about the Funds............................................X

Management.............................................................X

Investing with American Century........................................X

Share Price and Distributions..........................................X

Taxes..................................................................X

Multiple Class Information.............................................X

Financial Highlights...................................................X

Performance Information of Other Class.................................X

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

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

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

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

An Overview of the Funds

What are the funds' investment goals?

What are the funds' primary investment strategies and principal risks?

<TABLE>
<CAPTION>
Neutral Mixes

The funds' principal risks include:

o Market Risk The value of the funds' shares will go up and down based
on the performance of the companies whose securities it
owns and other factors affecting the securities markets
generally.

o Interest Rate Risk When interest rates change, the value of the funds'
fixed-income securities will be affected.

o Principal Loss As with all mutual funds, if you sell your shares when
their value is less than the price you paid, you will
lose money.

Who may want to invest in the funds?

The funds may be a good investment if you are

0 seeking funds that combine the potential for long-term capital growth with
income

0 seeking the convenience of funds that invest in both equity and fixed-income
securities

0 comfortable with the risks associated with the funds' investment strategy

0 investing through an IRA or other tax-advantaged retirement plan

Who may not want to invest in the funds?

The funds may not be a good investment if you are

0 not seeking current income from your investment

0 investing for a short period of time

0 uncomfortable with volatility in the value of your investment

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

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

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

Fees and Expenses

There are no sales loads or fees or other charges

0 to buy fund shares directly from American Century

0 to reinvest dividends in additional shares

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

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

<TABLE>
<CAPTION>
Annual Operating Expenses (expenses that are deducted from fund assets)
Management Fee Distribution and Other Total Annual Fund
Service (12b-1) Fees1 Expenses2 Operating Expenses
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
<S> <C> <C> <C> <C>
Strategic Allocation: Conservative 0.75% 0.50% 0.00% 1.25%
Strategic Allocation: Moderate 0.85% 0.50% 0.00% 1.35%
Strategic Allocation: Aggressive 0.95% 0.50% 0.00% 1.45%
- ------------------------------------------- ---------------- ------------------------ -------------- -----------------------
</TABLE>
1 The 12b-1 fee is designed to permit investors to purchase Advisor Class
shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the advisor, and a portion is used to
compensate them for distribution and other shareholder services. See
"Service and Distribution Fees," page xx.

2 Other expenses, which include the fees and expenses of the fund's
independent directors, their legal counsel, interest and extraordinary
expenses, were less than 0.005% for the most recent fiscal year.

Example

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

o invest $10,000 in the fund

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

o earn a 5% return each year and

o incur the same operating expenses shown above,

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

1 year 3 years 5 years 10 years
Strategic Allocation: Conservative $127 $395 $683 $1,503
Strategic Allocation: Moderate $137 $426 $736 $1,614
Strategic Allocation: Aggressive $147 $456 $788 $1,724

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

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

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

Information about the Funds

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

What are the funds' investment objectives?

o Strategic Allocation: Conservative seeks regular income through its
emphasis on bonds and money market securities. It also has the potential
for moderate long-term total return as a result of its stake in equity
securities.

o Strategic Allocation: Aggressive seeks long-term capital growth with a
small amount of income. It emphasizes investments in equity securities,
but maintains a portion of its assets in bonds and money market
securities.

You should be aware that the names of the three asset allocation funds offered
in this Prospectus are intended to reflect the relative short-term price
volatility risk among the funds 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.

How do the funds pursue their investment objectives?

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

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

The funds may invest the cash equivalent portion of their portfolios in
high-quality money market investments (denominated in U.S. dollars or foreign
currencies).

<TABLE>
<CAPTION>
Operating Ranges

What are the primary risks of investing in the fund?

The value of the funds' shares depends on the value of the stocks, bonds and
other securities they own.

Fund Performance History

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

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

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

Annual Total Returns

The following bar chart shows the performance of the funds' Advisor Class shares
for each full year in the life of the class. It indicates the volatility of the
funds' historical returns from year to year.

Highest and Lowest Quarterly Returns

The highest and lowest returns of the funds' Advisor Class shares for a calendar
quarter during the period reflected by the preceding bar chart are provided
below to indicate the funds' historical short-term volatility. Shareholders
should be aware, however, that these funds are intended for investors with a
long-term investment horizon and are not managed for short-term results.

Average Annual Returns

The following table shows the average annual returns of the funds' Advisor Class
shares for the periods indicated. The benchmarks are included for performance
comparison. The benchmarks are unmanaged indexes that have no operating costs.

1 year Life of Fund

The inception date for the fund's Advisor Class was October 2, 1996.

Performance Information of Other Class

The original class of shares of the fund was the Investor Class of shares. The
Advisor Class was not established until October 1996. For information about the
historical performance of the original class of shares, see page xx.

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

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

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

Management

Who manages the funds?

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

The Board of Directors

The Investment Advisor

For the services it provided to the funds during their most recent fiscal year,
the advisor received a unified management fee based on a percentage of the
average net assets of the Advisor Class of shares of each fund. The amount of
the management fee is calculated on a class-by-class basis daily and paid
monthly. Out of that fee, the advisor paid all expenses of managing and
operating the fund except brokerage expenses, taxes, interest, fees and expenses
of the independent directors (including legal counsel fees) and extraordinary
expenses.

Management Fees Paid by the Funds to the Advisor as a Percentage of Average Net
Assets for the Most Recent Fiscal Year Ended November 30, 1998
- -------------------------------------------------------------------------------
Strategic Allocation: Conservative X.XX%
- -------------------------------------------------------------------- ----------
Strategic Allocation: Moderate X.XX%
- -------------------------------------------------------------------- ----------
Strategic Allocation: Aggressive X.XX%
- -------------------------------------------------------------------- ----------

The Fund Management Team

The portfolio managers on the investment team are identified below:

C. Kim Goodwin, Vice President and Portfolio Manager, joined American Century in
1997. Prior to joining American Century, she served as Senior Vice President and
Portfolio Manager at Putnam Investments from May 1996 to September 1997 and Vice
President and Portfolio Manager at Prudential Investments from February 1993 to
April 1996. Prior to that, she served as an assistant Vice President and
Portfolio Manager at Mellon Bank Corporation. She is a member of the team that
manages Growth. She has a bachelor's in business from Princeton Unversity and an
MBA in Finance from the University of Texas at Austin.

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* Code of Ethics

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Fundamental Investment Policies

Year 2000 Issues

Investing with American Century

Eligibility for Advisor Class Shares

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

Investing Through Financial Intermediaries

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

Special requirements for large redemptions

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* Financial intermediaries include banks, broker-dealers, insurance companies
and investment advisors.

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

Share Price and Distributions

Share Price

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

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

We have contractual relationships with certain financial intermediaries in which
such intermediaries represent that they have systems to track the time at which
investment orders are received and to segregate orders received at different
times. Based on these representations, the funds have authorized such
intermediaries and their designees to accept purchase and redemption orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly authorized intermediary,
and such orders will be priced at the funds' net asset value next determined
after acceptance on the funds' behalf by such intermediary.

Distributions

The funds pay distributions of substantially all of their income quarterly, with
the exception of Strategic Allocation: Aggressive, which pays such distributions
annually. Distributions from realized capital gains are paid twice a year,
usually in March and December. They may make more frequent distributions if
necessary to comply with Internal Revenue Code Provisions. Distributions may be
taxable as ordinary income, capital gains or a combination of the two. Capital
gains are taxed at different rates depending on the length of time the fund held
the securities that were sold. Distributions are reinvested automatically in
additional shares unless you choose another option.

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The net asset value of the fund is the price of its shares.

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

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Taxes

Tax-Deferred Accounts

Taxable Accounts

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

Taxability of Distributions

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

Taxes on Transactions

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* Buying a Dividend

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Multiple Class Information

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

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

Service and Distribution Fees

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

Financial Highlights

Understanding the Financial Highlights

The tables on the next few pages itemize what contributed to the changes in
share price during the period. They also shows the changes in share price for
this period in comparison to change over the last five fiscal years (or less, if
the share class is not five years old).

On a per-share basis, each table includes:

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

Each table also includes some key statistics for the period:

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

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

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

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

<TABLE>
<CAPTION>
Strategic Allocation: Conservative

For a Share Outstanding Throughout the Years Ended November 30

RATIOS/SUPPLEMENTAL DATA

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

Strategic Allocation: Moderate

For a Share Outstanding Throughout the Years Ended November 30

RATIOS/SUPPLEMENTAL DATA

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

Strategic Allocation: Aggressive

For a Share Outstanding Throughout the Years Ended November 30

1998 1997 1996
PER-SHARE DATA
----------------- --------------- ---------------
Net Asset Value, Beginning of Year......... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Income from Investment Operations
Net Investment Income (dividends).......
Net Realized and Unrealized Gain (Loss) on
Investment Transactions................. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total From Investment Operations........
----------------- --------------- ---------------
Less Distributions
From Net Investment Income (dividends).. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
----------------- --------------- ---------------
Net Asset Value, End of Year............... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total Return(1)............................ XX.XX XX.XX XX.XX

RATIOS/SUPPLEMENTAL DATA

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

Performance Information of the Other Class

The following financial information is provided to show the performance of the
funds' original class of shares. This class, the Investor Class, has a total
expense ratio that is 0.25% lower than the Advisor Class. If the Advisor Class
existed during the periods presented, its performance would have been lower
because of the additional expense.

This table itemizes what contributed to the changes in share price during the
period, and compares this to changes over the last five fiscal years (or less,
if the share class is not five years old).

On a per-share basis, it includes:

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

It also includes some key statistics for the period:

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

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

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

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

The following Financial Highlights for the fiscal years ended November 30, 1997
and 1998 have been audited by Deloitte & Touche, independent auditors. Their
report is included in the funds' annual report, which is incorporated by
reference into the Statement of Additional Information, and is available upon
request. Prior years' information was audited by other independent auditors,
whose report also is incorporated by reference into the Statement of Additional
Information.

<TABLE>
<CAPTION>
Strategic Allocation: Conservative

For a Share Outstanding Throughout the Years Ended November 30

RATIOS/SUPPLEMENTAL DATA

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

Strategic Allocation: Moderate

For a Share Outstanding Throughout the Years Ended November 30

RATIOS/SUPPLEMENTAL DATA

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

Strategic Allocation: Aggressive

For a Share Outstanding Throughout the Years Ended November 30

1998 1997 1996
PER-SHARE DATA
----------------- --------------- ---------------
Net Asset Value, Beginning of Year......... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Income from Investment Operations
Net Investment Income (dividends).......
Net Realized and Unrealized Gain (Loss) on
Investment Transactions................. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total From Investment Operations........
----------------- --------------- ---------------
Less Distributions
From Net Investment Income (dividends).. XX.XX XX.XX XX.XX
----------------- --------------- ---------------
----------------- --------------- ---------------
Net Asset Value, End of Year............... XX.XX XX.XX XX.XX
----------------- --------------- ---------------
Total Return(1)............................ XX.XX XX.XX XX.XX

RATIOS/SUPPLEMENTAL DATA

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

This page intentionally blank

Fund Reference
Fund Code Ticker Newspaper Listing
- --------------------------------------------------------------------------------
Strategic Allocation: Conservative 044 ACVAX StrConv
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Strategic Allocation: Moderate 045 ACCAX StrMod
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Strategic Allocation: Aggressive 046 ACOAX StrAgg
- --------------------------------------------------------------------------------

More information about the funds is contained in these documents:

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

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

Institutional Services
1-800-345-3533 or 816-531-5575

Fax
816-340-7962

www.americancentury.com

Telecommunications Device for the Deaf
1-800-345-1833 or 816-444-3038

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

Investment Company Act File No. 811-8532.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

February 28, 1999

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

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

This Statement of Additional Information adds to the discussion in the funds'
Prospectus, dated February 28, 1999, but is not a prospectus. If you would like
a copy of the Prospectus, please contact us at one of the addresses or telephone
numbers listed on the back cover or visit American Century's Web site at
www.americancentury.com.

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

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

Distributed by Funds Distributor, Inc.

Table of Contents
THE FUNDS' HISTORY
FUND INVESTMENT GUIDELINES

DETAILED INFORMATION ABOUT THE FUNDS
Investment Strategies and Risks
Investment Policies
Portfolio Turnover

MANAGEMENT
The Board of Directors
Officers
THE FUNDS' PRINCIPAL SHAREHOLDERS
SERVICE PROVIDERS
Investment Advisor
Distributor
Transfer Agent and Administrator
Other Service Providers

BROKERAGE ALLOCATION
INFORMATION ABOUT FUND SHARES
MULTIPLE CLASS STRUCTURE
BUYING AND SELLING FUND SHARES
VALUATION OF THE FUNDS' SECURITIES
MULTIPLE CLASS PERFORMANCE INFORMATION
TAXES
HOW FUND PERFORMANCE INFORMATION IS CALCULATED
FINANCIAL STATEMENTS
EXPLANATION OF FIXED INCOME SECURITIES RATINGS
Bond Ratings
Commercial Paper Ratings
Note Ratings

THE FUNDS' HISTORY

American Century Strategic Asset Allocations, Inc. is a registered open-end
management investment company that was organized as a Maryland corporation on
April 4, 1994. Prior to January 1, 1997, it was known as Twentieth Century
Strategic Asset Allocations, Inc. Throughout this Statement of Additional
Information, we refer to American Century Strategic Asset Allocations as the
corporation.

Each fund described in this Statement of Additional Information is a separate
series of the corporation and operates for many purposes as if it were an
independent company. Each fund has its own investment objective, strategy,
management team, assets, tax identification and stock registration number.

<TABLE>
FUND INVESTOR CLASS ADVISOR CLASS
- ----------------------------------------- -------------------- --------------------- -------------------- ---------------------
TICKER INCEPTION DATE TICKER INCEPTION DATE
- ----------------------------------------- -------------------- --------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Strategic Allocation: Conservative TWSCX 2/15/96 ACCAX 10/2/96
Strategic Allocation: Moderate TWSMX 2/15/96 ACOAX 10/2/96
Strategic Allocation: Aggressive TWSAX 2/15/96 ACVAX 10/2/96
</TABLE>

FUND INVESTMENT GUIDELINES

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

Each fund is a diversified open-end investment company as defined in the
Investment Company Act of 1940 (the Investment Company Act). Diversified means
that, with respect to 75% of its total assets, each fund will not invest more
than 5% of its total assets in the securities of a single issuer.

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

In general, within the restrictions outlined here and in the funds' Prospectus,
the advisor has broad powers to decide how to invest fund assets, including the
power to hold them uninvested.

Investments are varied according to what is judged advantageous under changing
economic conditions. It is the advisor's 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 in the funds' Prospectus and below.

As described in the funds' Prospectus, each fund's assets are allocated among
major asset classes according to its respective asset mix and subject to the
applicable operating range. Each fund's assets are further diversified among
various investment categories and disciplines within the major asset classes.

The equity portion of a fund's portfolio may be invested in any type of domestic
or foreign equity or equity equivalent security, primarily common stocks, that
meets certain fundamental and technical standards of selection. 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. Equity equivalents
may also include securities whose value or return is derived from the value or
return of a different security. Depositary receipts, which are described below
under the heading "FOREIGN SECURITIES, " are an example of the type of
derivative security in which the funds might invest. Derivative securities are
discussed in greater detail below under the heading "DERIVATIVE SECURITIES."

The funds' managers utilize several investment disciplines in managing the
equity portion of each fund's portfolio, including growth, value and
quantitative management strategies. The growth discipline seeks long-term
capital appreciation by investing in companies whose earnings and revenue trends
meet the advisor's standards of selection, which generally means that the
companies have demonstrated, or, in the managers' opinion, have the prospects
for demonstrating, accelerating earnings and revenues as compared to prior
period and/or industry competitors. The value investment discipline seeks
capital growth by investing in equity securities of well-established companies
that the managers believe to be temporarily undervalued.

The advisor 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 the price of growth stocks 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.

The funds' managers may also apply quantitative management techniques to a
portion of each fund's portfolio. These techniques combine elements of both
growth and value investing and are intended to reduce overall volatility
relative to the market. Quantitative management combines two investment
management approaches. The first is active management, which allows the managers
to select investments for a fund without reference to an index or investment
model. The second is indexing, in which the managers try to match a portion of a
fund's portfolio composition to that of a particular index.

The primary quantitative management technique the managers use is portfolio
optimization. The managers construct a portion of the funds' portfolios to match
the risk characteristics of the S&P 500 and then optimize each portfolio to
achieve the desired balance of risk and return potential.

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 obligations issued by U.S. or foreign corporations. The
funds may also invest in mortgage-related and other asset-backed securities,
which are described in greater detail under the heading "MORTGAGE-RELATED AND
OTHER ASSET-BACKED SECURITIES." 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
managers' strategy is to actively manage the portfolio by investing the fund's
assets in sectors they believe are undervalued (relative to the other sectors)
and that 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 managers. 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 managers to determine,
to the extent reasonably possible, that the planned investment is consistent
with the investment objective of the fund.

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

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.

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 managers do not try to time the market to identify the exact time when
a major reallocation should be made. Instead, the managers utilize a longer-term
approach in pursuing the funds' investment objectives, and thus select a blend
of investments in the various asset classes.

The managers regularly review each fund's investments and allocations and may
make changes in the securities holdings within each asset class or to a fund's
asset mix (within the defined operating ranges) to favor investments that they
believe 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 managers will generally attempt to reallocate assets
gradually.

In determining the allocation of assets among U.S. and foreign capital markets,
the managers consider the condition and growth potential of the various
economies; the relative valuations of the markets; and social, political, and
economic factors that may affect the markets.

In selecting securities in foreign currencies, the managers consider, among
other factors, the impact of foreign exchange rates relative to the U.S. dollar
value of such securities. The managers 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.

The funds attempt to diversity 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.

DETAILED INFORMATION ABOUT THE FUNDS
INVESTMENT STRATEGIES AND RISKS

In addition to investing in common stocks, bonds and cash equivalent
instruments, the funds' managers may also use the various investment vehicles
and techniques described in this section in managing the funds' assets. This
section also details the risks associated with each, because each technique
contributes to a fund's overall risk profile.

FOREIGN SECURITIES

Each fund may invest in the securities (including debt securities) of foreign
issuers, including foreign governments and their agencies, when these securities
meet its standards of selection. The advisor 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.
Securities of foreign issuers may trade in the U.S. or foreign securities
markets.

The chart below shows the portion of each fund's total assets that may be
invested in the securities of foreign issuers.

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

FUND PERCENTAGE GENERALLY
INVESTED IN FOREIGN SECURITIES
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Strategic Allocation: Conservative 7-17%
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Strategic Allocation: Moderate 10-30%
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Strategic Allocation: Aggressive 15-35%
- ----------------------------------------- --------------------------------------

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 debt
securities purchased by each fund are also applicable to its foreign securities
investments. The funds will limit their purchase of debt securities to
investment-grade obligations.

Investments in foreign securities may present certain risks, including those
resulting from fluctuations in currency exchange rates, future political and
economic developments, clearance and settlement risk, 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.

Because most foreign securities are denominated in non-U.S. currencies, the
investment performance of the fund could be affected by changes in foreign
currency exchange rates. The value of a fund's assets denominated in foreign
currencies will increase or decrease in response to fluctuations in the value of
those foreign currencies relative to the U.S. dollar. Currency exchange rates
can be volatile at times in response to supply and demand in the currency
exchange markets, international balances of payments, governmental intervention,
speculation, and other political and economic conditions.

Each fund may purchase and sell foreign currency on a spot basis and may engage
in forward currency contracts, currency options and futures transactions for
hedging or any other lawful purpose. (See "DERIVATIVE SECURITIES" on page XX.)

INVESTING IN EMERGING MARKET COUNTRIES

Strategic Allocation: Moderate and Strategic Allocation: Aggressive may invest a
minority 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 advisor to be
developing or emerging countries. Currently, the countries not included in this
category for the funds 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 Statement of Additional Information,
"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 an emerging market country.

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 economies. 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 or 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 relatively 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.

MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES

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

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

Payment of principal and interest on some mortgage pass-through securities (but
not the market value of the securities themselves) may be guaranteed by the full
faith and credit of the U.S. government, as in the case of securities guaranteed
by the Government National Mortgage Association (GNMA), or guaranteed by
agencies or instrumentalities of the U.S. government, as 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 non-governmental 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:

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

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

* 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

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.

The funds expect to use forward contracts under two circumstances:

(1) When a fund's managers wish to "lock in" the U.S. dollar price of a
security when the 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 a fund's managers believe that the currency of a particular
foreign country may suffer a substantial decline against the U.S.
dollar, the fund would be able to enter into a forward contract to sell
foreign currency for a fixed U.S. dollar amount approximating the value
of some or all of its portfolio securities either denominated in, or
whose value is tied to, such foreign currency.

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

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

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

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

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

CONVERTIBLE SECURITIES

A convertible security is a fixed-income security that offers the potential for
capital appreciation through a conversion feature that enables the holder to
convert the fixed-income security into a stated number of shares of common
stock. As fixed income securities, convertible securities provide a stable
stream of income, with generally higher yields than common stocks. Because
convertible securities offer the potential to benefit from increases in the
market price of the underlying common stock, however, they generally offer lower
yields than non-convertible securities of similar quality. Of course, like all
fixed income securities, there can be no assurance of current income because the
issuers of the convertible securities may default on their obligations. In
addition, there can be no assurance of capital appreciation because the value of
the underlying common stock will fluctuate.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock of the
same issuer. Because of the subordination feature, however, convertible
securities typically have lower ratings than similar non-convertible securities.

Unlike a convertible security that is a single security, a synthetic convertible
security is comprised of two distinct securities that together resemble
convertible securities in certain respects. Synthetic convertible securities are
created by combining non-convertible bonds or preferred stocks with warrants or
stock call options. The options that will form elements of synthetic convertible
securities will be listed on a securities exchange or on the National
Association of Securities Dealers Automated Quotation Systems. The two
components of a synthetic convertible security, which will be issued with
respect to the same entity, generally are not offered as a unit, and may be
purchased and sold by the fund at different times. Synthetic convertible
securities differ from convertible securities in certain respects, including
that each component of a synthetic convertible security has a separate market
value and responds differently to market fluctuations. Investing in synthetic
convertible securities involves the risk normally involved in holding the
securities comprising the synthetic convertible security.

Each fund will limit its holdings 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 fund's managers. 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.

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 securities equivalent in kind and amount to the
securities being sold short.

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. While the short sale is open, the fund will
maintain in a segregated custodial account an amount of securities convertible
into, or exchangeable for, such equivalent securities at no additional cost.
These securities would constitute the fund's long position.

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. 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.

PORTFOLIO LENDING

In order to realize additional income, a fund may lend its portfolio securities.
Such loans may not exceed one-third of the fund's net assets valued at market
except (i) through the purchase of debt securities in accordance with its
investment objective, policies and limitations, or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

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), 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 price of oil would
not be a permissible investment since the funds may not invest in oil and gas
leases or futures.

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

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

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

* 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;

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

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

The Board of Directors has approved the advisor'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 advisor will report on fund activity in derivative
securities to the Board of Directors as necessary. In addition, the Board will
review the advisor's policy for investments in the derivative securities
annually.

INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORIES

The funds may invest in the securities of issuers with limited operating
histories. The advisor considers an issuer to have a limited operating history
if that issuer has a record of less than three years of continuous operation.
The advisor will consider periods of capital formation, incubation,
consolidations, and research and development in determining whether a particular
issuer has a record of three years of continuous operation.

Investments in securities of issuers with limited operating histories may
involve greater risks than investments in securities of more mature issuers. By
their nature, such issuers present limited operating history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition, financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

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 investment policies of that fund.

A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to purchase it on a specified
date in the future at an agreed-upon price. The repurchase price reflects an
agreed-upon interest rate during the time the fund's money is invested in the
security.

Since the security purchased constitutes security for the repurchase obligation,
a repurchase agreement can be considered a loan collateralized by the security
purchased. The fund's risk is the ability of the seller to pay the agreed-upon
repurchase price on the repurchase date. If the seller defaults, the fund may
incur costs in disposing of the collateral, which would reduce the amount
realized thereon. If the seller seeks relief under the bankruptcy laws, the
disposition of the collateral may be delayed or limited. To the extent the value
of the security decreases, the fund could experience a loss.

The funds will limit repurchase agreement transactions to securities issued by
the U.S. government, its agencies and instrumentalities, and will enter into
such transactions with those banks and securities dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

VARIABLE- AND FLOATING-RATE OBLIGATIONS

The funds may buy variable- and floating-rate demand obligations (VRDOs and
FRDOs). These obligations carry rights that permit holders to demand payment of
the unpaid principal plus accrued interest, from the issuers or from financial
intermediaries. Floating-rate securities, or floaters, have interest rates that
change whenever there is a change in a designated base rate; variable-rate
instruments provide for a specified, periodic adjustment in the interest rate,
which typically is based on an index. These rate formulas are designed to result
in a market value for the VRDO or FRDO that approximates par value.

OBLIGATIONS WITH TERM PUTS ATTACHED

Each fund may invest in fixed-rate bonds subject to third-party puts and in
participation interests in such bonds held by a bank in trust or otherwise.
These bonds and participation interests have tender options or demand features
that permit the funds to tender (or put) their bonds to an institution at
periodic intervals and to receive the principal amount thereof.

The advisor expects that the funds will pay more for securities with puts
attached than for securities without these liquidity features.

Because it is difficult to evaluate the likelihood of exercise or the potential
benefit of a put, puts normally will be determined to have a value of zero,
regardless of whether any direct or indirect consideration is paid. Accordingly,
puts as separate securities are not expected to affect the funds' weighted
average maturities. When a fund has paid for a put, the cost will be reflected
as unrealized depreciation on the underlying security for the period the put is
held. Any gain on the sale of the underlying security will be reduced by the
cost of the put.

There is a risk that the seller of a put will not be able to repurchase the
underlying obligation when (or if) a fund attempts to exercise the put. To
minimize such risks, the funds will purchase obligations with puts attached only
from sellers deemed creditworthy by the advisor under the direction of the Board
of Directors.

WHEN-ISSUED AND FORWARD COMMITMENT AGREEMENTS

The funds may sometimes purchase new issues of securities on a when-issued or
forward commitment basis in which the transaction price and yield are each fixed
at the time the commitment is made, but payment and delivery occur at a future
date (typically 15 to 45 days later).

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

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

INVERSE FLOATERS

An inverse floater is a type of derivative security that bears an interest rate
that moves inversely to market interest rates. As market interest rates rise,
the interest rate on inverse floaters goes down, and vice versa. Generally, this
is accomplished by expressing the interest rate on the inverse floater as an
above-market fixed rate of interest, reduced by an amount determined by
reference to a market-based or bond-specific floating interest rate (as well as
by any fees associated with administering the inverse floater program).

Inverse floaters may be issued in conjunction with an equal amount of Dutch
Auction floating-rate bonds (floaters), or a market-based index may be used to
set the interest rate on these securities. A Dutch Auction is an auction system
in which the price of the security is gradually lowered until it meets a
responsive bid and is sold. Floaters and inverse floaters may be brought to
market by a broker-dealer who purchases fixed-rate bonds and places them in a
trust or by an issuer seeking to reduce interest expenses by using a
floater/inverse floater structure in lieu of fixed-rate bonds.

In the case of a broker-dealer structured offering (where underlying fixed-rate
bonds have been placed in a trust), distributions from the underlying bonds are
allocated to floater and inverse floater holders in the following manner:

(i) Floater holders receive interest based on rates set at a six-month
interval or at a Dutch Auction, which is typically held every 28 to 35
days. Current and prospective floater holders bid the minimum interest
rate that they are willing to accept on the floaters, and the interest
rate is set just high enough to ensure that all of the floaters are
sold.

(ii) Inverse floater holders receive all of the interest that remains on the
underlying bonds after floater interest and auction fees are paid.

Procedures for determining the interest payment on floaters and inverse floaters
brought to market directly by the issuer are comparable, although the interest
paid on the inverse floaters is based on a presumed coupon rate that would have
been required to bring fixed-rate bonds to market at the time the floaters and
inverse floaters were issued.

Where inverse floaters are issued in conjunction with floaters, inverse floater
holders may be given the right to acquire the underlying security (or to create
a fixed-rate bond) by calling an equal amount of corresponding floaters. The
underlying security may then be held or sold. However, typically, there are time
constraints and other limitations associated with any right to combine interests
and claim the underlying security.

Floater holders subject to a Dutch Auction procedure generally do not have the
right to "put back" their interests to the issuer or to a third party. If a
Dutch Auction fails, the floater holder may be required to hold its position
until the underlying bond matures, during which time interest on the floater is
capped at a predetermined rate.

The secondary market for floaters and inverse floaters may be limited. The
market value of inverse floaters tends to be significantly more volatile than
fixed-rate bonds. The interest rates on inverse floaters may be significantly
reduced, even to zero, if interest rates rise.

SHORT-TERM SECURITIES

Examples of the money market and other short-term securities in which the funds
may invest include

* Securities issued or guaranteed by the U.S. government and its agencies and
instrumentalities;

* Commercial Paper;

* Certificates of Deposit and Euro Dollar Certificates of Deposit;

* Bankers' Acceptances;

* Short-term notes, bonds, debentures, or other debt instruments; and

* Repurchase agreements.

Each of the funds may invest up to 5% of its total assets in any other mutual
fund, including those advised by the advisor, provided that the investment is
consistent with the fund's investment policies and restrictions. Under the
Investment Company Act, each fund's investment in such securities, subject to
certain exceptions, currently is limited to (a) 3% of the total voting stock of
any one investment company, (b) 5% of the fund's total assets with respect to
any one investment company and (c) 10% of the fund's total assets in the
aggregate. Such purchases will be made in the open market where no commission or
profit to a sponsor or dealer results from the purchase other than the customary
brokers' commissions. As a shareholder of another investment company, a fund
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the management fee that each fund bears directly in connection
with its own operations.

FUTURES AND OPTIONS

Each fund may enter into futures contracts, options or options on futures
contracts. Funds may not, however, enter into a futures transaction for
speculative purposes. Generally, futures transactions will be used to

* protect against a decline in market value of the funds' securities (taking
a SHORT futures position), or

* protect against the risk of an increase in market value for securities in
which the fund generally invests at a time when the fund is not
fully-invested (taking a LONG futures position), or

* provide a temporary substitute for the purchase of an individual security
that may be purchased in an orderly fashion.

Some futures and options strategies, such as SELLING futures, buying puts and
writing calls, hedge a fund's investments against price fluctuations. Other
strategies, such as BUYING futures, writing puts and buying calls, tend to
increase market exposure. Although other techniques may be used to control a
fund's exposure to market fluctuations, the use of futures contracts may be a
more effective means of hedging this exposure. While a fund pays brokerage
commissions in connection with opening and closing out futures positions, these
costs are lower than the transaction costs incurred in the purchase and sale of
the underlying securities.

For example, the "sale" of a future by a fund means the fund becomes obligated
to deliver the security (or securities, in the case of an "index" future) at a
specified price on a specified date. The "purchase" of a future means the fund
becomes obligated to buy the security (or securities) at a specified price on a
specified date. Futures contracts provide for the sale by one party and purchase
by another party of a specific security at a specified future time and price.
The funds may engage in futures and options transactions based on securities
indexes that are consistent with the fund's investment objectives. Examples of
indexes that may be used include the Bond Buyer Index of Municipal Bonds, for
fixed income funds, or the S&P 500 Index, for equity funds. The fund also may
engage in futures and options transactions based on specific securities, such as
U.S. Treasury bonds or notes. Futures contracts are traded on national futures
exchanges. Futures exchanges and trading are regulated under the Commodity
Exchange Act by the Commodity Futures Trading Commission (CFTC), a U.S.
government agency.

Index futures contracts differ from traditional futures contracts in that when
delivery takes place, no stocks or bonds change hands. Instead, these contracts
settle in cash at the spot market value of the Index. Although other types of
futures contracts by their terms call for actual delivery or acceptance of the
underlying securities, in most cases the contracts are closed out before the
settlement date. A futures position may be closed by taking an opposite position
in an identical contract (i.e., buying a contract that has previously been sold
or selling a contract that has previously been bought).

Unlike when the fund purchases or sells a bond, no price is paid or received by
the fund upon the purchase or sale of the future. Initially, the fund will be
required to deposit an amount of cash or securities equal to a varying specified
percentage of the contract amount. This amount is known as initial margin. The
margin deposit is intended to assure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior to the
specified delivery date. They do not constitute "margin transactions" for
purposes of the funds' investment restrictions. Minimum initial margin
requirements are established by the futures exchanges and may be revised. In
addition, brokers may establish margin deposit requirements that are higher than
the exchange minimums. Cash held in the margin account is not income producing.
Subsequent payments, called variation margin, to and from the broker, will be
made on a daily basis as the price of the underlying debt securities or index
fluctuates, making the future more or less valuable , a process known as marking
the contract to market. Changes in variation margin are recorded by the fund as
unrealized gains or losses. At any time prior to expiration of the future, the
fund may elect to close the position by taking an opposite position that will
operate to terminate its position in the future. A final determination of
variation margin is then made; additional cash is required to be paid by or
released to the fund and the fund realizes a loss or gain.

*RISKS RELATED TO FUTURES AND OPTIONS TRANSACTIONS

Futures and options prices can be volatile, and trading in these markets
involves certain risks. If a fund's managers apply a hedge at an inappropriate
time or judges interest rate or equity market trends incorrectly, futures and
options strategies may lower the fund's return.

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

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

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

*OPTIONS ON FUTURES

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

Although they do not currently intend to do so, the funds may write (or sell)
call options that obligate it to sell (or deliver) the option's underlying
instrument upon exercise of the option. While the receipt of option premiums
would mitigate the effects of price declines, the funds would give up some
ability to participate in a price increase on the underlying security. If a fund
were to engage in options transactions, it would own the futures contract at the
time a call were written and would keep the contract open until the obligation
to deliver it pursuant to the call expired.

*RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS

Each fund may enter into futures contracts, options or options on futures
contracts.

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

RESTRICTED AND ILLIQUID SECURITIES

The funds may, from time to time, purchase restricted or illiquid securities,
including 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
SEC has taken the position that the liquidity of such securities in the
portfolio of a fund offering redeemable securities is a question of fact for the
Board of Directors to determine, such determination to be based upon a
consideration of the readily available trading markets and the review of any
contractual restrictions. Accordingly, the Board of Directors is responsible for
developing and establishing the guidelines and procedures for determining the
liquidity of Rule 144A securities. As allowed by Rule 144A, the Board of
Directors of the funds has delegated the day-to-day function of determining the
liquidity of Rule 144A securities to the advisor. 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 or other
security that is illiquid. In such an event, the advisor will consider
appropriate remedies to minimize the effect on such fund's liquidity.

ZERO-COUPON, STEP-COUPON AND PAY-IN-KIND SECURITIES

Zero-coupon, step-coupon and pay-in-kind securities are debt securities that do
not make regular cash interest payments. Zero-coupon and step-coupon securities
are sold at a deep discount to their face value. Pay-in-kind securities pay
interest through the issuance of additional securities. Because such securities
do not pay current cash income, the price of these securities can be volatile
when interest rates fluctuate. While these securities do not pay current cash
income, federal income tax law requires the holders of zero-coupon, step-coupon
and pay-in-kind securities to include in income each year the portion of the
original issue discount and other noncash income on such securities accrued
during that year. In order to continue to qualify for treatment as a "regulated
investment company" under the Internal Revenue Code and avoid certain excise
tax, the funds may be required to dispose of other portfolio securities, which
may occur in periods of adverse market prices, in order to generate cash to meet
these distribution requirements.

LOAN INTERESTS

Loan interests are interests in amounts owed by a corporate, governmental or
other borrower to lenders or lending syndicates. Loan interests purchased by the
fund may have a maturity of any number of days or years, and may be acquired
from U.S. and foreign banks, insurance companies, finance companies or other
financial institutions that have made loans or are members of a lending
syndicate or from the holders of loan interests. Loan interests involve the risk
of loss in case of default or bankruptcy of the borrower and, in the case of
participation interests, involve a risk of insolvency of the agent lending bank
or other financial intermediary. Loan interests are not rated by any nationally
recognized securities ratings organization and are, at present, not readily
marketable and may be subject to contractual restrictions on resale.

INVESTMENT POLICIES

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

*FUNDAMENTAL INVESTMENT POLICIES

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

- ------------------------- ------------------------------------------------------
SUBJECT POLICIES
- ------------------------- ------------------------------------------------------
Senior Securities A fund may not issue senior securities, except as
permitted under the Investment Company Act.

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

Lending A fund may not lend any security or make any other
loan if, as a result, more than 33-1/3% of the fund's
total assets would be lent to other parties, except,
(i) through the purchase of debt securities in
accordance with its investment objective, policies
and limitations or (ii) by engaging in repurchase
agreements with respect to portfolio securities.

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

Concentration A fund may not concentrate its investments in
securities of issuers in a particular industry (other
than securities issued or guaranteed by the U.S.
government or any of its agencies or
instrumentalities).

Underwriting A fund may not act as an underwriter of securities
issued by others, except to the extent that the fund
may be considered an underwriter within the meaning of
the Securities Act of 1933 in the disposition of
restricted securities.

Commodities A fund may not purchase or sell physical commodities
unless acquired as a result of ownership of securities
or other instruments; provided that this limitation
shall not prohibit the fund from purchasing or selling
options and futures contracts or from investing in
securities or other instruments backed by physical
commodities.

Control A fund may not invest for purposes of exercising
control over management.

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

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

*NONFUNDAMENTAL INVESTMENT POLICIES

In addition, the funds are subject to the following additional investment
restrictions that are not fundamental and may be changed by the Board of
Directors.

- --------------------------- ----------------------------------------------------
SUBJECT POLICIES
- --------------------------- ----------------------------------------------------
Diversification A fund may not purchase additional investment
securities at any time during which outstanding
borrowings exceed 5% of the total assets of the
fund.

Liquidity A fund may not purchase any security or enter into a
repurchase agreement if, as a result, more than 15%
of its net assets would be invested in repurchase
agreements not entitling the holder to payment of
principal and interest within seven days and in
securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of
a readily available market.

Short Sales A fund may not sell securities short, unless
it owns or has the right to obtain securities
equivalent in kind and amount to the securities sold
short, and provided that transactions in futures
contracts and options are not deemed to constitute
selling securities short.

Margin A fund may not purchase securities on margin, except
that the fund may obtain such short-term credits as
are necessary for the clearance of transactions, and
provided that margin payments in connection with
futures contracts and options on futures contracts
shall not constitute purchasing securities on
margin.

Futures & Options A fund may enter into futures contracts, options or
options on futures contracts. Futures transactions
may be used to (1) protect against a decline in
market value of the fund's securities, (2) protect
against the risk of an increase in market value for
securities in which the fund generally invests at a
time when the fund is not fully-invested, or (3)
provide a temporary substitute for the purchase of an
individual security that may be purchased in an
orderly fashion. A fund may not, however, enter into
leveraged futures transactions.

Issuers with Limited A fund may invest up to 5% of its assets in the
Operating Histories securities of issuers with limited operating
histories. An issuer is considered to have a limited
operating history if that issuer has a record of less
than three years of continuous operation. Periods of
capital formation, incubation, consolidations, and
research and development may be considered in
determining whether a particular issuer has a record
of three years of continuous operation.
- --------------------------- ----------------------------------------------------

The Investment Company Act imposes certain additional restrictions upon
acquisition by the corporation 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. Neither the Securities and Exchange Commission
nor any other agency of the federal or state agency participates in or
supervises the management of the funds or their investment practices or
policies.

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 restriction, the SEC
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 restrictive industry classifications may,
however, cause the funds to forego investment possibilities that may otherwise
be available to them under the Investment Company Act.

PORTFOLIO TURNOVER

The portfolio turnover rates of the funds are shown in the Financial Highlights
table in the Prospectus.

With respect to each fund, the managers may purchase and sell securities without
regard to the length of time the security has been held. Accordingly, the fund's
rate of portfolio turnover may be substantial.

The funds' managers intend to purchase a given security for a fund whenever they
believe it will contribute to the stated objective of the fund. In order to
achieve each fund's investment objective, the managers may sell a given
security, no matter for how long or for 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
managers believe that the security is not fulfilling its purpose, either
because, among other things, it did not live up to the managers' expectations,
or because it may be replaced with another security holding greater promise, or
because it has reached its optimum potential, or because of a change in the
circumstances of a particular company or industry or in general economic
conditions, or because of some combination of such reasons.

When a general decline in security prices is anticipated, a fund may decrease
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 advisor believes that the rate
of portfolio turnover is irrelevant when it believes a change is in order to
achieve those objectives. As a result, a fund's annual portfolio turnover rate
cannot be anticipated and may be higher than other mutual funds with similar
investment objectives. Higher turnover would generate correspondingly greater
brokerage commissions, which is a cost the funds pay directly. Portfolio
turnover may also affect the character of capital gains realized and distributed
by the fund, if any, since short-term capital gains are taxable as ordinary
income. This disclosure regarding portfolio turnover is a statement of
fundamental policy and may be changed only by a vote of the shareholders.

Since the managers do not take portfolio turnover rate into account in making
investment decisions, (1) the managers have 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 that will be attained in the future.

MANAGEMENT

*THE BOARD OF DIRECTORS

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

The individuals listed in the table below whose names are marked by an asterisk
(*) are interested persons of the funds (as defined in the Investment Company
Act) by virtue of, among other considerations, their affiliation with either the
advisor, American Century Investment Management, Inc. (ACIM); the funds' agent
for transfer and administrative services, American Century Services Corporation
(ACSC); the parent corporation of ACIM and ACSC, American Century Companies,
Inc. (ACC); ACC's subsidiaries; the funds' distribution agent and
co-administrator, Funds Distributor, Inc. (FDI); the funds or other funds
advised by the advisor. Each director listed below serves as a director of six
registered investment companies in the American Century family of funds, which
are also advised by the advisor. The address at which each director listed below
is American Century Tower I, 4500 Main Street, Kansas City, Missouri 64111.

<TABLE>
- -------------------------------------- ------------------------- -----------------------------------------------------------
NAME (AGE) POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
ADDRESS FUND DURING PAST 5 YEARS
- -------------------------------------- ------------------------- -----------------------------------------------------------
<S> <C> <C>
James E. Stowers, Jr.* (75) Director, Chairman of Chairman, Director and controlling shareholder, ACC,
the Board Chairman and Director, ACIM and ACIS

James E. Stowers III* (40) Director Director and Chief Executive Officer, ACC, ACIM and ACIS

Thomas A. Brown (59) Director Director of Plains States Development, Applied Industrial
Technologies, Inc., a corporation engaged in the sale of
bearings and power transmission products

Robert W. Doering, M.D. (66) Director Retired, formerly a general surgeon

Andrea C. Hall, Ph.D. (55) Director Senior Vice President and Associate Director, Midwest
Research Institute

D.D. (Del) Hock (64) Director Retired, formerly Chairman, Public Service Company of
Colorado; Director, Service Tech, Inc., Hathaway
Corporation, and J.D. Edwards & Company

Donald H. Pratt (60) Director, Vice Chairman President and Director, Butler Manufacturing Company
of the Board

Lloyd T. Silver, Jr. (72) Director President, LSC, Inc., manufacturer's representative

M. Jeannine Strandjord (53) Director Senior Vice President, Finance, Sprint Corporation;
Director, DST Systems, Inc.
- -------------------------------------- ------------------------- -----------------------------------------------------------

*COMMITTEES

The Board has four standing committees to oversee specific functions of the
funds' operations. Other than the Nominating Committee, only independent
directors serve on these committees. Information about these committees appears
in the table below. The Director first named acts as chairman of the committee.

- ------------------- ----------------------------- ---------------------------------------------------------------------
COMMITTEE MEMBERS FUNCTION OF COMMITTEE
- ------------------- ----------------------------- ---------------------------------------------------------------------
Executive James E. Stowers III The Executive Committee performs the functions of the Board of
Donald H. Pratt Directors between Board meetings, 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.
- ------------------- ----------------------------- ---------------------------------------------------------------------
Compliance Donald H. Pratt The Compliance Committee reviews the results of the funds'
Lloyd T. Silver, Jr. compliance testing program, reviews quarterly reports from the
Andrea C. Hall, Ph.D. advisor to the Board regarding various compliance matters and
monitors the implementation of the funds' Code of Ethics, including
any violations thereof.
- ------------------- ----------------------------- ---------------------------------------------------------------------
Audit M. Jeannine Strandjord The Audit Committee recommends the engagement of the funds'
Robert W. Doering, M.D. independent auditor and oversees its activities. The Committee
D.D. (Del) Hock receives reports from the advisor's Internal Audit Department,
which is accountable solely to
the Committee. The Committee
also receives reporting about
compliance matters affecting
the funds.
- ------------------- ----------------------------- ---------------------------------------------------------------------
Nominating Donald H. Pratt The Nominating Committee primarily considers and recommends
D.D. (Del) Hock individuals for nomination as directors. The names of potential
James E. Stowers III 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.
- ------------------- ----------------------------- ---------------------------------------------------------------------
</TABLE>

*COMPENSATION OF DIRECTORS

The directors also serve as directors for five American Century investment
companies other than American Century Strategic Asset Allocations, Inc. Each
director who is not an "interested person" as defined in the Investment Company
Act receives compensation for service as a member of the Board of all six such
companies based on a schedule that takes into account the number of meetings
held and the assets of the funds for which the meetings are held. These fees and
expenses are divided among the six investment companies based, in part, upon
their relative net assets. Under the terms of the management agreement with the
advisor, the funds are responsible for paying such fees and expenses.

The table presented shows the aggregate compensation paid by the corporation for
the periods indicated 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 Director Compensation for Fiscal Year Ended October 31, 1998
- ---------------------------- -------------------------- ------------------------
TOTAL COMPENSATION FROM
THE
TOTAL COMPENSATION FROM AMERICAN CENTURY FAMILY
THE OF FUNDS3
CORPORATION2
NAME OF DIRECTOR1
- ---------------------------- -------------------------- ------------------------
James E. Stowers, Jr. [INFORMATION NOT YET AVAILABLE]
James E. Stowers III
Thomas A. Brown
Robert W. Doering, M.D.
Andrea C. Hall, Ph.D.
D.D. (Del) Hock
Donald H. Pratt
Lloyd T. Silver, Jr.
M. Jeannine Strandjord
- ---------------------------- -------------------------- ------------------------

1 Interested directors receive no compensation for their services as such.

2 Includes compensation paid to the directors during the fiscal year ended
November 30, 1998, and also includes amounts deferred at the election of
the directors under the American Century Mutual Funds Deferred Compensation
Plan for Non-Interested Directors and Trustees. The total amount of
deferred compensation included in the preceding table is as follows:
[INFORMATION NOT YET AVAILABLE].

3 Includes compensation paid by the 13 investment company members of the
American Century family of funds.

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

Under the plan, all deferred fees are credited to an account established in the
name of the directors. The amounts credited to the account then increase or
decrease, as the case may be, in accordance with the performance of one or more
of the American Century funds that are selected by the director. The account
balance continues to fluctuate in accordance with the performance of the
selected fund or funds until final payment of all amounts credited to the
account. Directors are allowed to change their designation of mutual funds from
time to time.

No deferred fees are payable until such time as a director resigns, retires or
otherwise ceases to be a member of the Board of Directors. Directors may receive
deferred fee account balances either in a lump sum payment or in substantially
equal installment payments to be made over a period not to exceed 10 years. Upon
the death of a director, all remaining deferred fee account balances are paid to
the director's beneficiary or, if none, to the director's estate.

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

[No deferred fees were paid to any director under the plan during the fiscal
year ended November 30, 1998]

*OFFICERS

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

<TABLE>
- -------------------------------------- ---------------- ----------------------------------------------------------------
POSITION(S)
NAME (AGE) HELD WITH FUND PRINCIPAL OCCUPATION(S)
ADDRESS DURING PAST 5 YEARS
- -------------------------------------- ---------------- ----------------------------------------------------------------
<S> <C> <C>
James E. Stowers, Jr. (75) Director, Chairman, Director and controlling shareholder, ACC, Chairman
Chairman of and Director, ACIM and ACIS
the Board

James E. Stowers III (40) Director Director and Chief Executive Officer, ACC, ACIM and ACIS

Thomas A. Brown (59) Director Director of Plains States Development, Applied Industrial
Technologies, Inc., a corporation engage in the sale of
bearings and power transmission products

Robert W. Doering, M.D. (66) Director Retire, formerly a general surgeon

Andrea C. Hall, Ph. D. (54) Director Senior Vice President and Associate Director, Midwest Research
Institute

D.D. (Del) Hock (64) Director Retire, formerly Chairman, Public Service Company of Colorado;
Director, Service Tech, Inc., Hathaway Corporation, and J.D.
Edwards & Company

Donald H. Pratt (60) Director President and Director, Butler Manufacturing Company

Lloyd T. Silver, Jr. (72) Director President, LSC, Inc., manufacturer's representative

M. Jeannine Strandjord (53) Director Senior Vice President, Finance, Sprint Corporation; Director,
DST Systems, Inc.
</TABLE>

*THE FUNDS' PRINCIPAL SHAREHOLDERS

The following table lists the record owners of more than 5% of a fund's
outstanding shares as of _______________, 1998:

OF SHARES
FUND SHAREHOLDER OUTSTANDING

Strategic Allocation: Conservative [INFORMATION NOT YET AVAILABLE]
Strategic Allocation: Moderate [INFORMATION NOT YET AVAILABLE]
Srategic Allocation: Aggressive [INFORMATION NOT YET AVAILABLE]

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

SERVICE PROVIDERS

The funds have no employees. To conduct the funds' day-to-day activities, the
funds have hired a number of service providers. Each service provider has a
specific function to fill on behalf of the funds and is described below.

The advisor and the transfer agent are both wholly owned by ACC. James E.
Stowers Jr., Chairman of ACC, controls ACC by virtue of his ownership of a
majority of its common stock.

*INVESTMENT ADVISOR

Each fund has an investment management agreement with the advisor, American
Century Investment Management, Inc. A description of the responsibilities of the
advisor appears in the Prospectus under the heading "Management." For the
services provided to the funds, the advisor receives a monthly fee based on a
percentage of the average net assets of the fund.

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

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

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

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

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

The advisor may aggregate purchase and sale orders of the funds with purchase
and sale orders of its other clients when the advisor believes that such
aggregation provides the best execution for the funds. The funds' Board of
Directors has approved the policy of the advisor 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
advisor 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 advisor
receives no additional compensation or remuneration as a result of such
aggregation.

Investment management fees paid by each fund for the fiscal periods ended
November 30, 1998, 1997 and 1996, are indicated in the following table.

<TABLE>
UNIFIED MANAGEMENT FEES
- ---------------------------------------- ----------------------------- ------------------------ -----------------------
FUND 1998 1997 1996
- ---------------------------------------- ----------------------------- ------------------------ -----------------------
<S> <C> <C> <C>
Strategic Allocation: Conservative DATA NOT YET AVAILABLE DATA NOT YET AVAILABLE DATA NOT YET AVAILABLE
Strategic Allocation: Moderate
Strategic Allocation: Aggressive
</TABLE>

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

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

*TRANSFER AGENT AND ADMINISTRATOR

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

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 advisor.

Pursuant to a Sub-Administration Agreement with the advisor, Funds Distributor,
Inc. (FDI) serves as the Co-Administrator for the fund. FDI is responsible for
(i) providing certain officers of the fund and (ii) reviewing and filing
marketing and sales literature on behalf of the fund. The fees and expenses of
FDI are paid by the advisor out of its unified fee.

*DISTRIBUTOR

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

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

OTHER SERVICE PROVIDERS

*CUSTODIAN BANKS

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

*INDEPENDENT AUDITORS

Deloitte & Touche LLP is the independent auditor of the funds. The address of
Deloitte & Touche LLP is 1010 Grand Avenue, Kansas City, Missouri 64106. As the
independent auditor of the funds, Deloitte & Touche provides services including
(1) audit of the annual financial statements, (2) assistance and consultation in
connection with SEC filings and (3) review of the annual federal income tax
return filed for each fund.

BROKERAGE ALLOCATION

*THE EQUITY PORTION OF THE FUNDS

Under the management agreement between the funds and the advisor, the advisor
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 advisor may
take into consideration the factors discussed below when selecting brokers.

The advisor receives statistical and other information and services, including
research, without cost from brokers and dealers. The advisor 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 advisor
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 services required to be performed by
the advisor. The advisor does not utilize brokers that provide such information
and services for the purpose of reducing the expense of providing required
services to the funds.

In the years ended November 30, 1998, 1997 and 1996, the brokerage commissions
of each fund were as follows:

- ------------------------------------ ---------------- ------------ ------------
FUND 1998 1997 1996
- ------------------------------------ ---------------- ------------ ------------
Strategic Allocation: Conservative
Strategic Allocation: Moderate
Strategic Allocation: Aggressive

The brokerage commissions paid by the funds may exceed those which another
broker might have charged for effecting the same transactions, because of the
value of the brokerage and research services provided by the broker. Research
services furnished by brokers through whom the funds effect securities
transactions may be used by the advisor in servicing all of its accounts, and
not all such services may be used by the advisor 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 advisor believe that the facilities, expert personnel and technological
systems of a broker often 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 regularly place its over-the-counter
transactions with principal market makers, but may also deal on a brokerage
basis when utilizing electronic trading networks or as circumstances warrant.

THE FIXED-INCOME PORTION OF THE FUNDS

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

INFORMATION ABOUT FUND SHARES

Each of the 3 funds named on the front of this Statement of Additional
Information is a series of shares issued by American Century Strategic Asset
Allocations, Inc. In addition, each series (or fund) may be divided into
separate classes. See the discussions under the heading "MULTIPLE CLASS
STRUCTURE" that follows. Additional funds and classes may be added without a
shareholder vote.

Each fund votes separately on matters affecting that fund exclusively. Voting
rights are not cumulative, so that investors holding more than 50% of the
corporation's (i.e., all funds') outstanding shares may be able to elect a Board
of Directors. The corporation instituted dollar-based voting, meaning that the
number of votes you are entitled to is based upon the dollar amount of your
investment. The election of directors is determined by the votes received from
all of the corporation's shareholders without regard to whether a majority of
shares of any one fund voted in favor of a particular nominee or all nominees as
a group.

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 profit (or losses) of investment and
other assets held for each series or class. Your rights as a shareholder are the
same for all series or class of securities unless otherwise stated. Within their
respective series or class, all shares have equal redemption rights. Each share,
when issued, is fully paid and non-assessable.

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

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

MULTIPLE CLASS STRUCTURE

The funds' Board of Directors has adopted a multiple class plan (the "Multiclass
Plan") pursuant to Rule 18f-3 adopted by the SEC. Pursuant to such plan, the
funds may issue up to four classes of shares: an Investor Class, an
Institutional Class, a Service Class and an Advisor Class. Not all funds offer
all four classes.

The Investor Class is made available to investors directly without any load or
commission, for a single unified management fee. The Institutional, 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 advisor as Investor Class shareholders. As a
result, the advisor is able to charge these classes a lower management fee. In
addition to the management fee, however, the Advisor Class shares are subject to
a Master Distribution and Shareholder Services Plan (described beginning on page
XX). The plan has 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' Advisor Class
have approved and entered into a Master Distribution and Shareholder Services
Plan. The Plan is described below.

In adopting the Plan, 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 Plan would benefit the funds and
the shareholders of the affected class. Pursuant to Rule 12b-1, information with
respect to revenues and expenses under the Plan is presented to the Board of
Directors quarterly for its consideration in connection with its deliberations
as to the continuance of the Plan. Continuance of the Plan must be approved by
the Board of Directors (including a majority of the independent directors)
annually. The Plan may be amended by a vote of the Board of Directors (including
a majority of the independent directors), except that the Plan may not be
amended to materially increase the amount to be spent for distribution without
majority approval of the shareholders of the affected class. The Plan terminates
automatically in the event of an assignment and may be terminated upon a vote of
a majority of the independent directors or by vote of a majority of the
outstanding voting securities of the affected class.

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

*MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

As described in the Prospectus, the 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.

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'
advisor 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. Pursuant to such Plan, the Advisor
Class shares pay a fee of 0.50% annually of the aggregate average daily 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, (a) the payment of sales
commissions, on-going commissions and other payments to brokers, dealers,
financial institutions or others who sell Advisor Class shares pursuant to
Selling Agreements; (b) compensation to registered representatives or other
employees of Distributor who engage in or support distribution of the funds'
Advisor Class shares; (c) compensation to, and expenses (including overhead and
telephone expenses) of, Distributor; (d) the printing of prospectuses,
statements of additional information and reports for other than existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising materials provided to the funds' shareholders and prospective
shareholders; (f) receiving and answering correspondence from prospective
shareholders, including distributing prospectuses, statements of additional
information, and shareholder reports; (g) the providing of facilities to answer
questions from prospective investors about fund shares; (h) complying with
federal and state securities laws pertaining to the sale of fund shares; (i)
assisting investors in completing application forms and selecting dividend and
other account options; (j) the providing of other reasonable assistance in
connection with the distribution of fund shares; (k) the organizing and
conducting of sales seminars and payments in the form of transactional and
compensation or promotional incentives; (l) profit on the foregoing; (m) the
payment of "service fees" for the provision of personal, continuing services to
investors, as contemplated by the Rules of Fair Practice of the NASD and (n)
such other distribution and services activities as the advisor determines may be
paid for by the funds pursuant to the terms of this Agreement and in accordance
with Rule 12b-1 of the Investment Company Act.

BUYING AND SELLING FUND SHARES

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

VALUATION OF THE FUNDS' SECURITIES

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

The advisor typically completes its trading on behalf of each fund in various
markets before the Exchange closes for the day. Each fund's NAV is calculated by
adding the value of all portfolio securities and other assets, deducting
liabilities and dividing the result by the number of shares outstanding.
Expenses and interest earned on portfolio securities are accrued daily.

The portfolio securities of the 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
prices 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 exchanged 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 that 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 New York Stock Exchange
is not open and on which the 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 the fund's portfolio may be affected on days when
shares of the fund may not be purchased or redeemed.

MULTIPLE CLASS PERFORMANCE ADVERTISING

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

TAXES

*FEDERAL INCOME TAXES

Each fund intends to qualify annually as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). By
so qualifying, a fund will be exempt from federal income taxes to the extent
that it distributes substantially all of its net investment income and net
realized capital gains (if any) to shareholders. If a fund fails to qualify as a
regulated investment company, it will be liable for taxes, significantly
reducing its distributions to shareholders and eliminating shareholders' ability
to treat distributions of the funds in the manner they were realized by the
funds.

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. The dividends from net income may qualify for the 70% dividends
received deduction for corporations to the extent that the fund held shares
receiving the dividend for more than 45 days.

Dividends and interest received by a fund on foreign 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.

If more than 50% of the value of a fund's total assets at the end of each
quarter of its fiscal year consists of securities of foreign corporations, the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such fiscal year so that fund shareholders may be able to claim a
foreign tax credit in lieu of a deduction for foreign income taxes paid by the
fund. If such an election is made, the foreign taxes paid by the fund will be
treated as income received by you. In order for the shareholder to utilize the
foreign tax credit, the mutual fund shares must have been held for 16 days or
more during the 30-day period, beginning 15 days prior to the ex-dividend date
for the mutual fund shares. The mutual fund must meet a similar holding period
requirement with respect to foreign securities to which a dividend is
attributable. Any portion of the foreign tax credit which is ineligible as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.

If a fund purchases the securities of certain foreign investment funds or trusts
called passive foreign investment companies (PFIC), capital gains on the sale of
such holdings will be deemed to be ordinary income regardless of how long the
fund holds its investment. The fund may also be subject to corporate income tax
and an interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains are distributed to
shareholders. In the alternative, the fund may elect to recognize cumulative
gains on such investments as of the last day of its fiscal year and distribute
it to shareholders. Any distribution attributable to a PFIC is characterized as
ordinary income.

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, and is not
refundable.

*STATE AND LOCAL TAXES

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.

HOW FUND PERFORMANCE INFORMATION IS CALCULATED

The funds may quote performance in various ways. Fund performance may be shown
by presenting one or more performance measurements, including cumulative total
return, average annual total return or yield.

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.

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

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

The following tables set forth the average annual total return for the various
classes of the funds for the one-year period and the period since inception
ended November 30, 1998, the last day of the funds' fiscal year.

<TABLE>
AVERAGE ANNUAL TOTAL RETURNS - INVESTOR CLASS
- ------------------------------------------------------ -------------------- ------------------------

FUND 1 YEAR FROM INCEPTION
- ------------------------------------------------------ -------------------- ------------------------
<S> <C> <C>
Strategic Allocation: Conservative1
Strategic Allocation: Moderate1
Strategic Allocations: Aggressive1
- ------------------------------------------------------ -------------------- ------------------------
(1) Commenced operations on February 15, 1996.

AVERAGE ANNUAL TOTAL RETURNS - ADVISOR CLASS
- ------------------------------------------------------ -------------------- ------------------------

FUND 1 YEAR FROM INCEPTION
- ------------------------------------------------------ -------------------- ------------------------
Strategic Allocations: Conservative1
Strategic Allocations: Moderate1
Strategic Allocations: Aggressive1
- ------------------------------------------------------ -------------------- ------------------------
(1) Commenced operations on October 2, 1996.
</TABLE>

In addition to average annual total returns, each fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period, including periods other than one, five and 10 years.
Average annual and cumulative total returns may be quoted as percentages or as
dollar amounts and may be calculated for a single investment, a series of
investments, or a series of redemptions over any time period. Total returns may
be broken down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of these
factors and their contributions to total return.

[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.

The following table sets forth yield quotations for the various classes of the
funds for the 30-day period ended November 30, 1998, the last day of the fiscal
year pursuant to computation methods prescribed by the SEC.]

- ------------------------------------ --------------------- --------------------
FUND INVESTOR CLASS ADVISOR CLASS
- ------------------------------------ --------------------- --------------------
- ------------------------------------ --------------------- --------------------
Strategic Allocation: Conservative
- ------------------------------------ --------------------- --------------------
- ------------------------------------ --------------------- --------------------
Strategic Allocation: Moderate
- ------------------------------------ --------------------- --------------------
- ------------------------------------ --------------------- --------------------
Strategic Allocation: Aggressive
- ------------------------------------ --------------------- --------------------

*ADDITIONAL PERFORMANCE COMPARISONS

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

*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 rating 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.

*MULTIPLE CLASS PERFORMANCE ADVERTISING

FINANCIAL STATEMENTS

The financial statements of the funds, including the Statements of Assets and
Liabilities and the Statements of Operations for the fiscal year ended November
30, 1998, and the Statements of Changes in Net Assets for the fiscal years ended
November 30, 1997 and 1998, are included in the Annual Reports to shareholders
for the fiscal year ended November 30, 1998. The report on the financial
highlights for the fiscal years 1994, 1995, 1996 and 1997 are included in the
Annual Reports to shareholders for the fiscal year ended November 30, 1997, Each
such Annual Report is incorporated herein by reference. You may receive copies
of the reports without charge upon request to American Century at the address
and phone number shown on the back cover of this Statement of Additional
Information.

EXPLANATION OF FIXED INCOME SECURITIES RATINGS

As described in the Prospectus, the funds may invest in fixed income securities.
Those investments, however, are subject to certain credit quality restrictions,
as noted in the Prospectus. The following is a summary of the rating categories
referenced in the Prospectus disclosure.

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

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

<TABLE>
Commercial Paper Ratings
- ------------- --------------- -------------------------------------------------------------------------------------------
S&P MOODY'S DESCRIPTION
- ------------- --------------- -------------------------------------------------------------------------------------------
<S> <C> <C>
A-1 Prime-1 This indicates that the degree of safety regarding timely payment is strong. Standard &
(P-1) Poor's rates those issues determined to possess extremely strong safety characteristics
as A-1+.
A-2 Prime-2 Capacity for timely payment on commercial paper is satisfactory, but the relative degree
(P-2) of safety is not as high as for issues designated A-1. Earnings trends and coverage
ratios, while sound, will be more subject to
variation. Capitalization characteristics, while
still appropriated, may be more affected by
external conditions. Ample alternate liquidity is
maintained.
A-3 Prime-3 Satisfactory capacity for timely repayment. Issues that carry this rating are somewhat
(P-3) more vulnerable to the adverse changes in circumstances than obligations carrying the
higher designations.
- ------------- --------------- -------------------------------------------------------------------------------------------

Note Ratings
- ------------- --------------- -------------------------------------------------------------------------------------------
S&P MOODY'S DESCRIPTION
- ------------- --------------- -------------------------------------------------------------------------------------------
SP-1 MIG-1; VMIG-1 Notes are of the highest quality enjoying strong protection from established cash
flows of funds for their servicing or from established and broad-based access
to the market for refinancing, or both.
SP-2 MIG-2; VMIG-2 Notes are of high quality, with margins of protection ample, although not so large as in
the preceding group.
SP-3 MIG-3; VMIG-3 Notes are of favorable quality, with all security elements accounted for, but lacking
the undeniable strength of the preceding grades. Market access for refinancing, in
particular, is likely to be less well established.
SP-4 MIG-4; VMIG-4 Notes are of adequate quality, carrying specific risk but having protection and
not distinctly or predominantly speculative.
- ------------- --------------- -------------------------------------------------------------------------------------------
</TABLE>

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

* You can get the annual and semiannual reports for free and ask any questions
about the funds by contacting us at one of the addresses or phone numbers listed
below.

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

www.americancentury.com

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

Automated Information Line
1-800-345-8765

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

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

Fax
816-340-7962

* If you own or are considering purchasing fund shares through

* an employer-sponsored retirement plan
* a bank
* a broker-dealer
* an insurance company
* another financial intermediary you can get the annual and semiannual
reports directly from them.

* You can also get information about the funds from the SEC.

* In person. Go to the SEC's Public Reference Room in Washington, D.C.
Call 1-800-SEC-0330 for information about location and hours of
operation.
* On the internet. Go to www.sec.gov.
* By mail. Write to Public Reference Section of the Securities and
Exchange Commission, Washington, D.C. 20549-6009. The SEC will charge
a fee for copying the documents you request.

Investment Company Act File No. 811-8532
<PAGE>

PART C. OTHER INFORMATION.

ITEM 23. Exhibits (all exhibits not filed herewith are being incorporated
herein by reference).

(a) (1) 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).

(2) 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).

(3) 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).

(4) 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).

(5) 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).

(6) Articles Supplementary of American Century Strategic
Asset Allocations, Inc., dated September 9, 1996 is
included herein.

(7) Articles of Amendment of Twentieth Century Strategic
Asset Allocations, Inc., dated December 2, 1996 (filed
electronically as an exhibit to Post-Effective
Amendment No. 2 on Form N-1A on March 26, 1997).

(8) Articles Supplementary of American Century Strategic
Asset Allocations, Inc., dated December 2, 1996 (filed
electronically as an exhibit to Post-Effective
Amendment No. 2 on Form N-1A on March 26, 1997).

(b) (1) 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).

(2) Amendment to By-Laws of American Century Strategic
Asset Allocations, Inc. (filed electronically as an
exhibit to Post-Effective Amendment No. 9 on Form N-1A
of American Century Capital Portfolios, Inc.,
Commission No. 33-64872).

(c) Registrant hereby incorporates by reference, as though set
forth fully herein, Article Fifth, Article Seventh, Article
Eighth, Article Ninth of Registrants Articles of
Incorporation, appearing as Exhibit (a)(1) to Pre-Effective
Amendment No. 3 on Form N-1A of the Registrant; and Sections
3, 4, 5, 7, 8, 9, 10, 11, 22, 25, 30, 31, 33, 39, 45 of
Registrants By-Laws appearing as Exhibit (b)(1) to
Pre-Effective Amendment No. 3 on Form N-1A and Sections 25,
30 & 31 of Registrants By-Laws appearing as Exhibit (b)(2)
to Post-Effective Amendment No. 9 on Form N-1A of American
Century Capital Portfolios, Inc., Commission No. 33-64872.

(d) Management Agreement, between American Century Strategic
Asset Allocations, Inc. and American Century Investment
Management, dated August 1, 1997 (filed electronically as an
Exhibit to Post-Effective Amendment No. 3 on Form N-1A on
April 1, 1998, Commission File No. 33-79482).

(e) (1) Distribution Agreement between American Century
Strategic Asset Allocations, Inc. and Funds
Distributor, Inc. dated January 15, 1998 (filed
electronically as an exhibit to Post-Effective
Amendment No. 28 on form N-1A of American Century
Target Maturities Trust, Commission File No. 2-94608).

(2) Amendment No. 1 to the Distribution Agreement between
American Century Strategic Asset Allocations, Inc. and
Funds Distributor, Inc. dated June 1, 1998 (filed
electronically as an exhibit to Post-Effective
Amendment No. 11 on Form N-1A of American Century
Capital Portfolios, Inc., Commission File. No.
33-64872).

(3) Amendment No. 2 to the Distribution Agreement between
American Century Strategic Asset Allocations, Inc. and
Funds Distributor, Inc. dated November 13, 1998 (filed
electronically as an exhibit to Post-Effective
Amendment No. 12 to the Registration Statement of
American Century World Mutual Funds, Inc. on November
13, 1998, File No. 33-39242).

(4) Amendment No. 3 to the Distribution Agreement between
American Century Strategic Asset Allocations, Inc. and
Funds Distributor, Inc. dated January 29, 1999 (filed
electronically as Exhibit e4 to Post-Effective
Amendment No. 28 on Form N-1A of American Century
California Tax-Free and Municipal Funds, on December
28, 1998, File No. 2-82734).

(f) Not applicable.

(g) (1) 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, Commission
File No. 2-99222).

(2) 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., Commission File No. 2-14213).

(h) 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, Commission File No.
33-79482).

(i) Opinion and Consent of Counsel (filed herein as EX-99.i).

(j) (1) Consent of Deloitte & Touche LLP to be filed by
amendment.

(2) Consent of Ernst & Young LLP to be filed by amendment.

(3) Power of Attorney filed herein as EX-99.j3.

(k) Not applicable.

(l) Not applicable.

(m) (1) 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. 9 on Form N-1A of American Century
Capital Portfolios, Inc., Commission File No.
33-64872).

(2) Amendment No. 1 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios,
Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. (Advisor Class) dated
June 13, 1997 (filed electronically as an exhibit to
Post-Effective Amendment No. 77 on Form N-1A of
American Century Mutual Funds, Inc., Commission File
No. 2-14213).

(3) Amendment No. 2 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios,
Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. (Advisor Class) dated
September 30, 1997 (filed electronically as an exhibit
to Post-Effective Amendment No. 78 on Form N-1A of
American Century Mutual Funds, Inc., Commission File
No. 2-14213).

(4) Amendment No. 3 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios,
Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. (Advisor Class) dated
June 30, 1998 (filed electronically as an Exhibit to
Post-Effective Amendment No. 11 on Form N-1A of
American Century Capital Portfolios, Inc., File No.
33-64872, on June 26, 1998).

(5) Amendment No. 4 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios,
Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. (Advisor Class) dated
November 13, 1998 (filed electronically as an Exhibit
to Post-Effective Amendment No. 12 on Form N-1A of
American Century World Mutual Funds, Inc., File No.
33-39242, on November 13, 1998).

(6) Amendment No. 5 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios,
Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. (Advisor Class) to be
filed by amendment.

(7) 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. 9 on Form
N-1A of American Century Capital Portfolios, Inc.,
Commission File No. 33-64872).

(n) Not applicable.

(o) (1) 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. 9 on Form N-1A of American
Century Capital Portfolios, Inc., Commission File No.
33-64872).

(2) Amendment No. 1 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual
Funds, Inc. dated June 13, 1997 (filed electronically
as an exhibit to Post-Effective Amendment No. 77 on
Form N-1A of American Century Mutual Funds, Inc.,
Commission File No. 2-14213).

(3) Amendment No. 2 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual
Funds, Inc. dated September 30, 1997 (filed
electronically as an exhibit to Post-Effective
Amendment No. 78 on Form N-1A of American Century
Mutual Funds, Inc., Commission File No. 2-14213).

(4) Amendment No. 3 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual
Funds, Inc. dated June 30, 1998 (filed electronically
as an Exhibit to Post-Effective Amendment No. 11 on
Form N-1A of American Century Capital Portfolios, Inc.,
File No. 33-64872, on June 26, 1998).

(5) Amendment No. 4 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual
Funds, Inc. dated November 13, 1998 (filed
electronically as an Exhibit to Post-Effective
Amendment No. 12 on Form N-1A of American Century World
Mutual Funds, Inc., File No. 33-39242, on November 13,
1998).

(6) Amendment No. 5 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual
Funds, Inc. dated January 29, 1999 (filed
electronically as an Exhibit to Post-Effective
Amendment No. 14 on Form N-1A of American Century
Capital Portfolios, Inc., File No. 33-64872, on
December 29, 1998).

ITEM 24. Persons Controlled by or Under Common Control with Registrant:

NONE

ITEM 25. Indemnification.

The Registrant is a Maryland corporation. Section 2-418 of the
Maryland General Corporation Law allows a Maryland corporation to
indemnify 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 has purchased 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 26. 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 27. Principal Underwriter.

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

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

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

(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.

Director, President and Chief Executive Officer - Marie E. Connolly
Executive Vice President - George A. Rio
Executive Vice President - Donald R. Roberson
Executive Vice President - William S. Nichols
Senior Vice President, General Counsel, Chief - Margaret W. Chambers
Compliance Officer, Secretary and Clerk
Senior Vice President - Michael S. Petrucelli
Director, Senior Vice President, Treasurer and - Joseph F. Tower, III
Chief Financial Officer
Senior Vice President - Paula R. David
Senior Vice President - Gary S. MacDonald
Senior Vice President - Judith K. Benson
Senior Vice President - Bernard A. Whalen
Chairman and Director - William J. Nutt

ITEM 28. Location of Accounts and Records.

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

ITEM 29. Management Services:

Not applicable.

ITEM 30. Undertakings.

Not applicable.
<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. 4 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 5th day of January, 1999.

American Century Strategic Asset
Allocations, Inc.
(Registrant)

By: /*/George A. Rio
George A. Rio, President,
Principal Executive and
Principal Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*George A. Rio President, Principal Executive January 5, 1999
- ------------------------- and Principal Financial Officer
George A. Rio.

*Maryanne Roepke Vice President and Treasurer January 5, 1999
- -------------------------
Maryanne Roepke

*James E. Stowers, Jr. Director January 5, 1999
- -------------------------
James E. Stowers, Jr.

*James E. Stowers III Director January 5, 1999
- -------------------------
James E. Stowers, III

*Thomas A. Brown Director January 5, 1999
- -------------------------
Thomas A. Brown

*Robert W. Doering, M.D. Director January 5, 1999
- -------------------------
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D. Director January 5, 1999
- -------------------------
Andrea C. Hall, Ph.D.

*D. D. (Del) Hock Director January 5, 1999
- -------------------------
D. D. (Del) Hock

*Donald H. Pratt Director January 5, 1999
- -------------------------
Donald H. Pratt

*Lloyd T. Silver, Jr. Director January 5, 1999
- -------------------------
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director January 5, 1999
- -------------------------
M. Jeannine Strandjord

*By /s/Charles A. Etherington
Charles A. Etherington
Attorney-in-Fact
</TABLE>

EXHIBIT INDEX

Exhibit Description of Document
Number

EX-99.a1 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.a2 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.a3 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.a4 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.a5 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.a6 Articles Supplementary of American Century Strategic Asset
Allocations, Inc., dated September 9, 1996 is included herein.

EX-99.a7 Articles of Amendment of Twentieth Century Strategic Asset
Allocations, Inc., dated December 2, 1996 (filed electronically as
Exhibit 1f to Post-Effective Amendment No. 2 on Form N-1A, filed on
March 26, 1997, and incorporated herein by reference).

EX-99.a8 Articles Supplementary of American Century Strategic Asset
Allocations, Inc., dated December 2, 1996 (filed electronically as
Exhibit 1g to Post-Effective Amendment No. 2 on Form N-1A, filed on
March 26, 1997, and incorporated herein by reference).

EX-99.b1 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.b2 Amendment of By-Laws of American Century Mutual Funds, Inc. (filed
as Exhibit 2b to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A of American Century Capital Portfolios,
Inc., Commission File No. 33-64872, and incorporated herein by
reference).

EX-99.d Management Agreement between American Century Strategic Asset
Allocations, Inc. and American Century Investment Management, Inc.,
dated August 1, 1997 (filed electronically as Exhibit 99.d to
Post-Effective Amendment No. 3 on Form N-1A on April 1, 1998,
Commission File No. 33-79482, and incorporated herein by
reference).

EX-99.e1 Distribution Agreement between American Century Strategic Asset
Allocations, Inc., and Funds Distributor, Inc. dated January 15,
1998 (filed electronically as Exhibit 6 to Post-Effective Amendment
No. 28 on form N-1A of American Century Target Maturities Trust,
Inc., File No. 2-94608, and incorporated herein by reference).

EX-99.e2 Amendment No. 1 to Distribution Agreement between American Century
Strategic Asset Allocations, Inc. and Funds Distributor, Inc. dated
June 1, 1998 (filed electronically as Exhibit B6b to Post-Effective
Amendment No. 11 on Form N-1A of American Century Capital
Portfolios, Inc. File No. 33-64872, filed June 26, 1998, and
incorporated herein by reference).

EX-99.e3 Amendment No. 2 to Distribution Agreement between American Century
Strategic Asset Allocations, Inc. and Funds Distributor, Inc. dated
November 13, 1998 (filed as a part of Post-Effective Amendment No.
12 to the Registration Statement on Form N-1A of American Century
World Mutual Funds, Inc., File No. 33-39242, filed November 13,
1998, and incorporated herein by reference).

EX-99.e4 Amendment No. 3 to Distribution Agreement between American Century
Strategic Asset Allocations, Inc. and Funds Distributor, Inc. dated
January 29, 1999 (filed electronically as Exhibit e4 to
Post-Effective Amendment No. 28 on form N-1A of American Century
California Tax-Free and Municipal Funds, File No. 2-82734, filed
December 28, 1998, and incorporated herein by reference).

EX-99.g1 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, Commission
File No. 2-99222, and incorporated herein by reference).

EX-99.g2 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., Commission File No. 2-14213, and incorporated
herein by reference).

EX-99.h 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.i Opinion and Consent of Counsel.

EX-99.j1 Consent of Deloitte & Touche LLP to be filed by amendment.

EX-99.j2 Consent of Ernst & Young LLP to be filed by amendment.

EX-99.j3 Power of Attorney dated July 25, 1998.

EX-99.m1 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 a part of Post-Effective
Amendment No. 9 on Form N-1A of American Century Capital
Portfolios, Inc., Commission File No. 33-64872, and incorporated
herein by reference).

EX-99.m2 Amendment No. 1 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. (Advisor Class)
dated June 13, 1997 (filed as a part of Post-Effective Amendment
No. 77 on Form N-1A of American Century Mutual Funds, Inc.,
Commission File No. 2-14213, and incorporated herein by reference).

EX-99.m3 Amendment No. 2 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. (Advisor Class)
dated September 30, 1997 (filed as a part of Post-Effective
Amendment No. 78 on Form N-1A of American Century Mutual Funds,
Inc., Commission File No. 2-14213, and incorporated herein by
reference).

EX-99.m4 Amendment No. 3 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. (Advisor Class)
dated June 30, 1998 (filed as a part of Post-Effective Amendment
No. 11 to the Registration Statement on Form N-1A of American
Century Capital Portfolios, Inc., File No. 33-64872, filed on June
26, 1998, and incorporated herein by reference).

EX-99.m5 Amendment No. 4 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. (Advisor Class)
dated November 13, 1998 (filed as a part of Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A of
American Century World Mutual Funds, Inc., File No. 33-39242, filed
on November 13, 1998, and incorporated herein by reference).

EX-99.m6 Amendment No. 5 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset Allocations,
Inc. and American Century World Mutual Funds, Inc. (Advisor Class)
to be filed by amendment.

EX-99.m7 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 a part of Post-Effective Amendment No. 9 on Form
N-1A of American Century Capital Portfolios, Inc., Commission File
No. 33-64872). and incorporated herein by reference).

EX-99.o1 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 as a part of
Post-Effective Amendment No. 9 on Form N-1A of American Century
Capital Portfolios, Inc., Commission File No. 33-64872, and
incorporated herein by reference).

EX-99.o2 Amendment No. 1 to Multiple Class Plan of American Century Capital
Portfolios, Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American Century
World Mutual Funds, Inc. dated June 13, 1997 (filed electronically
as a part of Post-Effective Amendment No. 77 on Form N-1A of
American Century Mutual Funds, Inc., Commission File No. 2-14213,
and incorporated herein by reference).

EX-99.o3 Amendment No. 2 to Multiple Class Plan of American Century Capital
Portfolios, Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American Century
World Mutual Funds, Inc. dated September 30, 1997 (filed
electronically as a part of Post-Effective Amendment No. 78 on Form
N-1A of American Century Mutual Funds, Inc., Commission File No.
2-14213, and incorporated herein by reference).

EX-99.o4 Amendment No. 3 to Multiple Class Plan of American Century Capital
Portfolios, Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American Century
World Mutual Funds, Inc. dated June 30, 1998 (filed as a part of
Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A of American Century Capital Portfolios, Inc., File No.
33-64872, filed on June 26, 1998, and incorporated herein by
reference).

EX-99.o5 Amendment No. 4 to Multiple Class Plan of American Century Capital
Portfolios, Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American Century
World Mutual Funds, Inc. dated November 13, 1998 (filed as a part
of Post-Effective Amendment No. 12 to the Registration Statement on
Form N-1A of American Century World Mutual Funds, Inc., File No.
33-39242, filed on November 13, 1998, and incorporated herein by
reference).

EX-99.o6 Amendment No. 5 to Multiple Class Plan of American Century Capital
Portfolios, Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American Century
World Mutual Funds, Inc. dated January 29, 1999 (filed as a part of
Post-Effective Amendment No. 14 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-64872, filed on December
29, 1998, 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.

TWENTIETH CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

ARTICLES SUPPLEMENTARY

TWENTIETH 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: 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 and by Article FIFTH and ARTICLE SEVENTH of the Articles of Incorporation,
the Board of Directors of the Corporation (a) has duly established three (3)
classes of shares (each hereinafter referred to as a "Class") for each of the
three Series of the capital stock of the Corporation and (b) has reallocated the
shares designated to each Series among the Classes of shares. As a result of the
action taken by the Board of Directors, the Classes of shares of the three
Series of stock of the Corporation and the number of shares and aggregate par
value of each is as follows:

<TABLE>
Number of Shares Number of Shares Aggregate
Series Name Class Name Before Reallocation as Reallocated Par Value
- ----------- ---------- ------------------- -------------- ---------
<S> <C> <C> <C> <C>
Strategic Allocation: N/A 100,000,000 0
Conservative Investor 0 50,000,000 $ 500,000
Service 0 25,000,000 250,000
Advisor 0 25,0000,000 250,000

Strategic Allocation: N/A 100,000,000 0
Moderate Investor 0 50,000,000 500,000
Service 0 25,000,000 250,000
Advisor 0 25,000,000 250,000

Strategic Allocation: N/A 100,000,000 0
Aggressive Investor 0 0 500,000
Service 0 25,000,000 250,000
Advisor 0 25,000,000 250,000
</TABLE>

SECOND: 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.

THIRD: 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.

FOURTH: The Board of Directors of the Corporation duly adopted
resolutions dividing the Series of capital stock of the Corporation into Classes
and reallocating shares to each Class, as set forth in Article FIRST above.

IN WITNESS WHEREOF, TWENTIETH 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 Secretary on this 9th day of September,
1996.

TWENTIETH CENTURY STRATEGIC
ASSET ALLOCATIONS, INC.

ATTEST:

/s/Patrick A. Looby By: /s/William M. Lyons
Name: Patrick A. Looby Name: William M. Lyons
Title: Secretary Title: Executive Vice President

THE UNDERSIGNED Executive Vice President of TWENTIETH 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: September 9, 1996 /s/William M. Lyons
William M. Lyons,
Executive Vice President

CHARLES A. ETHERINGTON
ATTORNEY AT LAW

4500 MAIN STREET
KANSAS CITY, MISSOURI 64111

(816)340-4051
FACSIMILE (816)340-4964

January 5, 1999

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 deemed relevant, it is my opinion that the
shares of the Corporation described in Post-Effective Amendment No. 4 to its
Registration Statement on Form N-1A, to be filed with the Securities and
Exchange Commission on January 5, 1999, will, when issued, be validly issued,
fully paid and nonassessable.

For the record, it should be stated that I am an employee of American
Century Services Corporation, an affiliated corporation of American Century
Investment Management, Inc., the investment advisor of the Corporation.

I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 4, referenced above.

Very truly yours,

/s/Charles A. Etherington
Charles A. Etherington

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 George A. Rio, Patrick A. Looby, Charles A. Etherington, David H.
Reinmiller, and Charles C.S. Park, 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 25th day of July, 1998.

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

By:/s/ George A. Rio
George A. Rio, President

SIGNATURE AND TITLE

/s/ George A. Rio /s/ Robert W. Doering, M.D.
George A. Rio Robert W. Doering, M.D.
President, Principal Executive and Director
Principal Financial Officer

/s/ Maryanne Roepke /s/ Andrea C. Hall
Maryanne Roepke Andrea C. Hall, Ph.D.
Vice President and Treasurer Director

/s/ James E. Stowers /s/ Donald H. Pratt
James E. Stowers, Jr. Donald H. Pratt
Director Director

/s/ James E. Stowers III /s/ Lloyd T. Silver
James E. Stowers III Lloyd T. Silver
Director Director

/s/ Thomas A. Brown /s/ M. Jeannine Strandjord
Thomas A. Brown M. Jeannine Strandjord
Director Director

Attest: /s/ D. D. Hock
D.D. ("Del") Hock
By:/s/ Patrick A. Looby Director
Patrick A. Looby, Secretary

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEMI-ANNUAL REPORT OF AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, 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>
<CIK> 0000924211
<NAME> AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
<SERIES>
<NUMBER> 1
<NAME> STRATEGIC ALLOCATION: CONSERVATIVE

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-END> MAY-31-1998 <F1>
<INVESTMENTS-AT-COST> 163,126,238
<INVESTMENTS-AT-VALUE> 173,809,947
<RECEIVABLES> 4,329,558
<ASSETS-OTHER> 360,746
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 178,500,251
<PAYABLE-FOR-SECURITIES> 2,678,839
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 538,698
<TOTAL-LIABILITIES> 3,217,537
<SENIOR-EQUITY> 314,027
<PAID-IN-CAPITAL-COMMON> 158,076,838
<SHARES-COMMON-STOCK> 31,402,734
<SHARES-COMMON-PRIOR> 29,022,901
<ACCUMULATED-NII-CURRENT> 1,100,894
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,097,514
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 10,693,441
<NET-ASSETS> 175,282,714
<DIVIDEND-INCOME> 564,877
<INTEREST-INCOME> 3,154,862
<OTHER-INCOME> 0
<EXPENSES-NET> 855,127
<NET-INVESTMENT-INCOME> 2,864,612
<REALIZED-GAINS-CURRENT> 5,371,203
<APPREC-INCREASE-CURRENT> 3,936,869
<NET-CHANGE-FROM-OPS> 12,172,684
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,959,845
<DISTRIBUTIONS-OF-GAINS> 7,500,539
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,960,691
<NUMBER-OF-SHARES-REDEEMED> 6,336,998
<SHARES-REINVESTED> 1,756,140
<NET-CHANGE-IN-ASSETS> 14,296,919
<ACCUMULATED-NII-PRIOR> 1,196,127
<ACCUMULATED-GAINS-PRIOR> 7,226,850
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 841,374
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 855,127
<AVERAGE-NET-ASSETS> 169,803,305
<PER-SHARE-NAV-BEGIN> 5.55 <F2>
<PER-SHARE-NII> 0.09 <F2>
<PER-SHARE-GAIN-APPREC> 0.30 <F2>
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.10 <F2>
<RETURNS-OF-CAPITAL> 0.26 <F2>
<PER-SHARE-NAV-END> 5.58 <F2>
<EXPENSE-RATIO> 1.00 <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>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-END> MAY-31-1998 <F1>
<INVESTMENTS-AT-COST> 231,323,640
<INVESTMENTS-AT-VALUE> 255,421,711
<RECEIVABLES> 6,730,983
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 262,152,694
<PAYABLE-FOR-SECURITIES> 5,054,492
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,333,812
<TOTAL-LIABILITIES> 7,388,304
<SENIOR-EQUITY> 403,236
<PAID-IN-CAPITAL-COMMON> 220,186,012
<SHARES-COMMON-STOCK> 40,323,586
<SHARES-COMMON-PRIOR> 35,113,083
<ACCUMULATED-NII-CURRENT> 1,251,266
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 8,802,432
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 24,121,444
<NET-ASSETS> 254,764,390
<DIVIDEND-INCOME> 1,113,823
<INTEREST-INCOME> 3,161,529
<OTHER-INCOME> 0
<EXPENSES-NET> 1,352,978
<NET-INVESTMENT-INCOME> 2,922,374
<REALIZED-GAINS-CURRENT> 9,507,556
<APPREC-INCREASE-CURRENT> 12,293,452
<NET-CHANGE-FROM-OPS> 24,723,382
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,935,801
<DISTRIBUTIONS-OF-GAINS> 6,931,005
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,109,268
<NUMBER-OF-SHARES-REDEEMED> 10,592,601
<SHARES-REINVESTED> 1,693,836
<NET-CHANGE-IN-ASSETS> 44,807,041
<ACCUMULATED-NII-PRIOR> 1,264,693
<ACCUMULATED-GAINS-PRIOR> 6,225,881
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,318,233
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,352,978
<AVERAGE-NET-ASSETS> 242,689,822
<PER-SHARE-NAV-BEGIN> 5.98 <F2>
<PER-SHARE-NII> 0.07 <F2>
<PER-SHARE-GAIN-APPREC> 0.55 <F2>
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.08 <F2>
<RETURNS-OF-CAPITAL> 0.20 <F2>
<PER-SHARE-NAV-END> 6.32 <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>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-END> DEC-31-1998 <F1>
<INVESTMENTS-AT-COST> 129,020,763
<INVESTMENTS-AT-VALUE> 147,325,686
<RECEIVABLES> 2,739,536
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 150,065,222
<PAYABLE-FOR-SECURITIES> 2,034,383
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 568,874
<TOTAL-LIABILITIES> 2,603,257
<SENIOR-EQUITY> 219,957
<PAID-IN-CAPITAL-COMMON> 122,540,354
<SHARES-COMMON-STOCK> 21,995,734
<SHARES-COMMON-PRIOR> 18,826,626
<ACCUMULATED-NII-CURRENT> 924,279
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,457,950
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18,319,425
<NET-ASSETS> 147,461,965
<DIVIDEND-INCOME> 693,174
<INTEREST-INCOME> 1,141,417
<OTHER-INCOME> 0
<EXPENSES-NET> 811,742
<NET-INVESTMENT-INCOME> 1,022,849
<REALIZED-GAINS-CURRENT> 6,064,639
<APPREC-INCREASE-CURRENT> 8,571,485
<NET-CHANGE-FROM-OPS> 15,658,973
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,679,404
<DISTRIBUTIONS-OF-GAINS> 3,972,176
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,368,709
<NUMBER-OF-SHARES-REDEEMED> 4,157,126
<SHARES-REINVESTED> 957,525
<NET-CHANGE-IN-ASSETS> 29,870,321
<ACCUMULATED-NII-PRIOR> 1,580,834
<ACCUMULATED-GAINS-PRIOR> 3,365,487
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 788,328
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 811,742
<AVERAGE-NET-ASSETS> 133,389,653
<PER-SHARE-NAV-BEGIN> 6.25 <F2>
<PER-SHARE-NII> 0.05 <F2>
<PER-SHARE-GAIN-APPREC> 0.70 <F2>
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.09 <F2>
<RETURNS-OF-CAPITAL> 0.21 <F2>
<PER-SHARE-NAV-END> 6.70 <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>