April 30, 2008

AMERICAN CENTURY INVESTMENTS
STATEMENT OF ADDITIONAL INFORMATION


American Century Quantitative Equity Funds, Inc.
Disciplined Growth Fund
Disciplined Growth 130/30 Fund
Equity Growth Fund
Equity Growth 130/30 Fund
Global Gold Fund
Income & Growth Fund
International Core Equity Fund
Long-Short Equity Fund
NT Equity Growth Fund
NT Small Company Fund
Small Company Fund
Utilities Fund

THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUNDS'
PROSPECTUSES DATED SEPTEMBER 28, 2007 AND APRIL 30, 2008, BUT IS NOT A
PROSPECTUS. THE STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH THE FUNDS' PROSPECTUSES. IF YOU WOULD LIKE A COPY OF A
PROSPECTUS, PLEASE CONTACT US AT ONE OF THE ADDRESSES OR TELEPHONE NUMBERS
LISTED ON THE BACK COVER OR VISIT AMERICAN CENTURY INVESTMENTS' WEB SITE AT
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 INVESTORS. YOU MAY OBTAIN A FREE COPY OF THE FUNDS' ANNUAL OR
SEMIANNUAL REPORTS BY CALLING 1-800-345-2021.

American Century Investment Services, Inc., Distributor

[american century investments logo and text logo ®]




American Century Investment Services, Inc., Distributor
©2008 American Century Proprietary Holdings, Inc. All rights reserved.




Table of Contents

The Funds' History......................................................... 2
Fund Investment Guidelines................................................. 3
      Disciplined Growth, Equity Growth, Income & Growth,
      International Core Equity, NT Equity Growth,
      NT Small Company and Small Company....................................4
      Long-Short Equity.....................................................4
      Global Gold...........................................................5
      Utilities.............................................................6
      Disciplined Growth 130/30 and Equity Growth 130/30....................7
Fund Investments and Risks................................................. 7
      Investment Strategies and Risks.......................................7
      Investment Policies...................................................19
      Portfolio Turnover....................................................22
Management................................................................. 22
      The Board of Directors................................................24
      Ownership of Fund Shares..............................................28
      Code of Ethics........................................................29
      Proxy Voting Guidelines...............................................29
      Disclosure of Portfolio Holdings......................................30
The Funds' Principal Shareholders.......................................... 34
Service Providers.......................................................... 41
      Investment Advisor....................................................41
      Portfolio Managers....................................................45
      Transfer Agent and Administrator......................................49
      Distributor...........................................................49
      Custodian Banks.......................................................50
      Independent Registered Public Accounting Firm.........................50
Brokerage Allocation....................................................... 50
      Regular Broker-Dealers................................................53
Information About Fund Shares.............................................. 54
      Multiple Class Structure..............................................54
      Buying and Selling Fund Shares........................................67
      Valuation of a Fund's Securities......................................68
Taxes...................................................................... 70
      Federal Income Taxes..................................................70
      State and Local Taxes.................................................72
Financial Statements....................................................... 72


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1


THE FUNDS' HISTORY

American Century Quantitative Equity Funds, Inc. is a registered open-end
management investment company organized as a Maryland corporation. It is the
successor in interest to American Century Quantitative Equity Funds, originally
organized as a California corporation named Benham Equities, Inc. on December
31, 1987. From August 18, 1988, to January 1, 1997, it was known as Benham
Equity Funds. Throughout the statement of additional information, we refer to
American Century Quantitative Equity Funds, Inc. as the corporation. Prior to
January 1, 2007, each fund, except for International Core Equity, had a fiscal
year ended December 31. Beginning on January 1, 2007, each fund with a fiscal
year ended December 31 changed its fiscal year end to June 30.

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, and tax identification and stock registration numbers.

FUND                                   TICKER SYMBOL              INCEPTION DATE
--------------------------------------------------------------------------------
Disciplined Growth
  Investor Class                         ADSIX                      09/30/2005
--------------------------------------------------------------------------------
  Institutional Class                    ADCIX                      09/30/2005
--------------------------------------------------------------------------------
  A Class                                ADCVX                      09/30/2005
--------------------------------------------------------------------------------
  B Class                                ADYBX                      09/28/2007
--------------------------------------------------------------------------------
  C Class                                ADCCX                      09/28/2007
--------------------------------------------------------------------------------
  R Class                                ADRRX                      09/30/2005
--------------------------------------------------------------------------------
Disciplined Growth 130/30
  Investor Class                         N/A                        N/A
--------------------------------------------------------------------------------
  Institutional Class                    N/A                        N/A
--------------------------------------------------------------------------------
  A Class                                N/A                        N/A
--------------------------------------------------------------------------------
  B Class                                N/A                        N/A
--------------------------------------------------------------------------------
  C Class                                N/A                        N/A
--------------------------------------------------------------------------------
  R Class                                N/A                        N/A
--------------------------------------------------------------------------------
Equity Growth
  Investor Class                         BEQGX                      05/09/1991
--------------------------------------------------------------------------------
  Institutional Class                    AMEIX                      01/02/1998
--------------------------------------------------------------------------------
  A Class                                BEQAX                      10/09/1997
--------------------------------------------------------------------------------
  B Class                                AEYBX                      09/28/2007
--------------------------------------------------------------------------------
  C Class                                AEYCX                      07/18/2001
--------------------------------------------------------------------------------
  R Class                                AEYRX                      07/29/2005
--------------------------------------------------------------------------------
Equity Growth 130/30
  Investor Class                         N/A                        N/A
--------------------------------------------------------------------------------
  Institutional Class                    N/A                        N/A
--------------------------------------------------------------------------------
  A Class                                N/A                        N/A
--------------------------------------------------------------------------------
  B Class                                N/A                        N/A
--------------------------------------------------------------------------------
  C Class                                N/A                        N/A
--------------------------------------------------------------------------------
  R Class                                N/A                        N/A
--------------------------------------------------------------------------------
Global Gold
  Investor Class                         BGEIX                      08/17/1988
--------------------------------------------------------------------------------
  Institutional Class                    AGGNX                      09/28/2007
--------------------------------------------------------------------------------
  A Class                                ACGGX                      05/06/1998
--------------------------------------------------------------------------------
  B Class                                AGYBX                      09/28/2007
--------------------------------------------------------------------------------
  C Class                                AGYCX                      09/28/2007
--------------------------------------------------------------------------------
  R Class                                AGGWX                      09/28/2007
--------------------------------------------------------------------------------


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2


FUND                                   TICKER SYMBOL              INCEPTION DATE
--------------------------------------------------------------------------------
Income & Growth
  Investor Class                         BIGRX                      12/17/1990
--------------------------------------------------------------------------------
  Institutional Class                    AMGIX                      01/28/1998
--------------------------------------------------------------------------------
  A Class                                AMADX                      12/15/1997
--------------------------------------------------------------------------------
  B Class                                AIGBX                      09/28/2007
--------------------------------------------------------------------------------
  C Class                                ACGCX                      06/28/2001
--------------------------------------------------------------------------------
  R Class                                AICRX                      08/29/2003
--------------------------------------------------------------------------------
International Core Equity
  Investor Class                         ACIMX                      11/30/2006
--------------------------------------------------------------------------------
  Institutional Class                    ACIUX                      11/30/2006
--------------------------------------------------------------------------------
  A Class                                ACIQX                      11/30/2006
--------------------------------------------------------------------------------
  B Class                                ACIJX                      11/30/2006
--------------------------------------------------------------------------------
  C Class                                ACIKX                      11/30/2006
--------------------------------------------------------------------------------
  R Class                                ACIRX                      11/30/2006
--------------------------------------------------------------------------------
Long-Short Equity
  Investor Class                         ALHIX                      09/30/2005
--------------------------------------------------------------------------------
  Institutional Class                    ALISX                      09/30/2005
--------------------------------------------------------------------------------
  A Class                                ALIAX                      09/30/2005
--------------------------------------------------------------------------------
  B Class                                ALIBX                      09/30/2005
--------------------------------------------------------------------------------
  C Class                                ALICX                      09/30/2005
--------------------------------------------------------------------------------
  R Class                                ALIRX                      09/30/2005
--------------------------------------------------------------------------------
NT Equity Growth
  Institutional Class                    ACLEX                      05/12/2006
--------------------------------------------------------------------------------
NT Small Company
  Institutional Class                    ACLOX                      05/12/2006
--------------------------------------------------------------------------------
Small Company
  Investor Class                         ASQIX                      07/31/1998
--------------------------------------------------------------------------------
  Institutional Class                    ASCQX                      10/01/1999
--------------------------------------------------------------------------------
  R Class                                ASCRX                      08/29/2003
--------------------------------------------------------------------------------
  Advisor Class                          ASQAX                      09/07/2000
--------------------------------------------------------------------------------
Utilities
  Investor Class                         BULIX                      03/01/1993
--------------------------------------------------------------------------------

FUND INVESTMENT GUIDELINES

This section explains the extent to which the funds' advisor, American Century
Investment Management, Inc. (ACIM), can use various investment vehicles and
strategies in managing a fund's assets. Descriptions of the investment
techniques and risks associated with individual funds also appear herein, while
techniques and risks applicable to all of the funds appear in the section,
INVESTMENT STRATEGIES AND RISKS, which begins on page 7. In the case of the
funds' principal investment strategies, these descriptions elaborate upon the
discussion contained in the prospectuses.

Each fund, except Global Gold, is diversified 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 or own more than 10% of
the outstanding voting securities of a single issuer (other than U.S. government
securities and securities of other investment companies).


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3


Global Gold is classified as nondiversified. Nondiversified means that the fund
may invest a greater portion of its assets in a smaller number of securities
than a diversified fund.

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 (other
     than the U.S. government or a regulated investment company) or it does not
     own more than 10% of the outstanding voting securities of a single issuer.

DISCIPLINED GROWTH, EQUITY GROWTH, INCOME & GROWTH, INTERNATIONAL CORE EQUITY,
NT EQUITY GROWTH, NT SMALL COMPANY AND SMALL COMPANY

In general, within the restrictions outlined here and in the funds'
prospectuses, the portfolio managers have 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 below. It is the advisor's intention that each fund, except for
International Core Equity, will generally consist of domestic and foreign common
stocks and equity-equivalent securities. It is the advisor's intention that
International Core Equity will generally consist of foreign common stocks and
equity-equivalent securities. However, subject to the specific limitations
applicable to a fund, the funds' management teams may invest the assets of each
fund in varying amounts in other instruments and may use other techniques, such
as those discussed under INVESTMENT STRATEGIES AND RISKS, when such a course is
deemed appropriate in order to pursue a fund's investment objective. Senior
securities that, in the opinion of the manager, are high-grade issues also may
be purchased for defensive purposes.

So long as a sufficient number of acceptable securities are available, the
portfolio managers intend to keep the funds fully invested in stocks, regardless
of the movement of stock prices generally. In most circumstances, each fund's
actual level of cash and cash equivalents will be less than 10%. The managers
may use futures contracts as a way to expose each fund's cash assets to the
market, while maintaining liquidity. The managers may not leverage a fund's
portfolio, so there is no greater market risk to the funds than if they purchase
stocks. See DERIVATIVE SECURITIES, page 9, FUTURES AND OPTIONS, page 13 and
SHORT-TERM SECURITIES, page 18.

LONG-SHORT EQUITY

Over time, Long-Short Equity aims to achieve its returns with reduced volatility
and reduced market correlation as compared to a traditional equity fund that
holds only long positions. A traditional equity fund is fully exposed to the
equity market and thus bears the full market risk of its investments. Long-Short
Equity, however, seeks to reduce its exposure to market movements by combining a
short portfolio (being in a position to profit when securities prices go down)
with a long portfolio (being in a position to profit when securities prices go
up). Reduced exposure to the equity market using this strategy should contribute
to lower overall volatility of the fund's returns. In addition, the fund's
variation in returns should be somewhat different from a traditional U.S. equity
fund. Traditional U.S. equity funds normally produce positive returns in bull
markets and negative returns in bear markets, making them correlated with the
overall market. A primary goal of Long-Short Equity is to provide positive
returns independent of equity market conditions.


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4


The portfolio managers will maintain long positions in stocks that they identify
as the most attractive and maintain short positions in the stocks they identify
as the least attractive.

GLOBAL GOLD

In general, within the restrictions outlined here and in Global Gold's
prospectus, the portfolio managers have broad powers to decide how to invest
fund assets, including the power to hold them uninvested. One of the non-stock
investments the portfolio managers may make is in gold itself, as described
below.

GOLD BULLION. As a means of seeking its principal objective of capital
appreciation and when it is felt to be appropriate as a possible hedge against
inflation, Global Gold may invest a portion of its assets in gold bullion and
may hold a portion of its cash in foreign currency in the form of gold coins.
There is, of course, no assurance that such investments will provide capital
appreciation as a hedge against inflation. The fund's ability to invest in gold
bullion is restricted by the diversification requirements that the fund must
meet in order to qualify as a regulated investment company under Subchapter M of
the Internal Revenue Code of 1986, as amended (the Code). In addition, the
ability of the fund to make such investments may be further restricted by the
securities laws and regulations in effect from time to time in the states where
the fund's shares are qualified for sale.

Fund assets will be invested in gold bullion at such times as the prospects of
such investments are, in the opinion of management, attractive in relation to
other possible investments. The basic trading unit for gold bullion is a gold
bar weighing approximately 100 troy ounces with a purity of at least 995/1000,
although gold bullion also is sold in much smaller units. Gold bars and wafers
are usually numbered and bear an indication of purity and the stamp of the assay
office, which certifies the bar's purity. Bars of gold bullion historically have
traded primarily in New York, London and Zurich gold markets and in terms of
volume, such gold markets have been the major markets for trading in gold
bullion. Prices in the Zurich gold market generally correspond to the prices in
the London gold market. Since the ownership of gold bullion became legal in the
United States on December 31, 1974, U.S. markets for trading gold bullion have
developed. It is anticipated that transactions in gold generally will be made in
such U.S. markets, although such transactions may be made in foreign markets
when it is deemed to be in the best interest of the fund. Transactions in gold
bullion by the fund are negotiated with principal bullion dealers, unless, in
the portfolio managers' opinion, more favorable prices (including the costs and
expenses described below) are otherwise obtainable. Prices at which gold bullion
is purchased or sold include dealer mark-ups or mark-downs and insurance
expenses, and may be a greater or lesser percentage of the price from time to
time, depending on whether the price of gold bullion decreases or increases.
Because gold bullion does not generate any investment income, the only source of
return to the fund on such an investment will be from any gains realized upon
its sale, and negative return will be realized, of course, to the extent the
fund sells its gold bullion at a loss.

As is the case with respect to virtually all investments, there are risks
inherent in Global Gold's policies of investing in securities of companies
engaged in mining, processing or dealing in gold or other precious metals and in
gold bullion. In addition to the general considerations described elsewhere in
this statement of additional information, such investments may involve the
following special considerations:

FLUCTUATIONS IN THE PRICE OF GOLD. The price of gold has recently been subject
to substantial movements over short periods of time and may be affected by
unpredictable international monetary and political policies, such as currency
devaluations or revaluations, economic conditions within an individual country,
trade imbalances, or trade or currency restrictions between countries, world
inflation rates and interest rates. The price of gold, in turn, is likely to
affect the market prices of securities of companies mining, processing, or
dealing in gold and, accordingly, the value of the fund's investments in such
securities also may be affected.


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5


POTENTIAL EFFECT OF CONCENTRATION OF SOURCE OF SUPPLY AND CONTROL OF SALES.
Currently, there are only four major sources of primary gold production, and the
market share of each source cannot be readily ascertained. One of the largest
national producers of gold bullion and platinum is the Republic of South Africa.
Changes in political and economic conditions affecting South Africa may have a
direct impact on its sales of gold. Under South African law, the only authorized
sales agent for gold produced in South Africa is the Reserve Bank of South
Africa which, through its retention policies, controls the time and place of any
sale of South African bullion. The South African Ministry of Mines determines
gold mining policy. South Africa depends predominantly on gold sales for the
foreign exchange necessary to finance its imports, and its sales policy is
necessarily subject to national and international economic and political
developments.

UNPREDICTABLE MONETARY POLICIES, ECONOMIC AND POLITICAL CONDITIONS. The fund's
assets might be less liquid or the change in the value of its assets might be
more volatile (and less related to general price movements in the U.S. markets)
than would be the case with investments in the securities of larger U.S.
companies, particularly because the price of gold and other precious metals may
be affected by unpredictable international monetary policies and economic and
political considerations, governmental controls, conditions of scarcity, surplus
or speculation. In addition, the use of gold or Special Drawing Rights (which
are also used by members of the International Monetary Fund for international
settlements) to settle net deficits and surpluses in trade and capital movements
between nations subject the supply and demand, and therefore the price, of gold
to a variety of economic factors which normally would not affect other types of
commodities.

NEW AND DEVELOPING MARKETS FOR PRIVATE GOLD OWNERSHIP. Between 1933 and December
31, 1974, a market did not exist in the United States in which gold bullion
could be purchased by individuals for investment purposes. Since it became legal
to invest in gold, markets have developed in the United States. Any large
purchases or sales of gold bullion could have an effect on the price of gold
bullion. Recently, several central banks have been sellers of gold bullion from
their reserves. Sales by central banks and/or rumors of such sales have had a
negative effect on gold prices.

EXPERTISE OF THE INVESTMENT MANAGER. The successful management of the fund's
portfolio may be more dependent upon the skills and expertise of its portfolio
managers than is the case for most mutual funds because of the need to evaluate
the factors identified above.

UTILITIES

Because Utilities concentrates its assets in the utilities industry, its
performance depends in part on how favorably investors perceive this sector of
the market relative to other sectors (such as transportation or technology). Of
course, investor perceptions of the utilities industry are driven not only by
comparisons with other market sectors but by trends and events within the
utilities industry. The following is a brief outline of risk factors associated
with investment in the utilities industry.

REGULATORY RISKS. Regulators (primarily at the state level) monitor and control
public utility company revenues and costs. Regulators can limit profits and
dividends paid to investors; they also may restrict a company's access to new
markets. Some analysts observe that state regulators have become increasingly
active in developing and promoting energy policy through the regulatory process.

NATURAL RESOURCE RISKS. Swift and unpredictable changes in the price and supply
of natural resources can hamper utility company profitability. These changes may
be caused by political events, energy conservation programs, the success of
exploration projects, or tax and other regulatory policies of various
governments.

ENVIRONMENTAL RISKS. There are considerable costs associated with environmental
compliance, nuclear waste cleanup and safety regulation. For example,
coal-burning utilities are under pressure to curtail sulfur emissions, and
utilities


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6


in general increasingly are called upon by regulators to bear environmental
costs, which may not be easily recovered through rate increases or business
growth.

Changing weather patterns and natural disasters affect consumer demand for
utility services (e.g., electricity, heat and air conditioning), which, in turn,
affects utility revenues.

TECHNOLOGY AND COMPETITIVE RISKS. The introduction and phase-in of new
technologies can affect a utility company's competitive strength. The race by
long-distance telephone providers to incorporate fiber optic technology is one
example of competitive risk within the utilities industry.

The increasing role of independent power producers (IPPs) in the natural gas and
electric utility segments of the utilities industry is another example of
competitive risk. Typically, IPPs wholesale power to established local
providers, but there is a trend toward letting them sell power directly to
industrial consumers. Co-generation facilities, such as those of landfill
operators that produce methane gas as a byproduct of their core business, pose
another competitive challenge to gas and electric utilities. In addition to
offering a less expensive source of power, these companies may receive more
favorable regulatory treatment than utilities seeking to expand facilities that
consume nonrenewable energy sources.

INTEREST RATE RISKS. Utility companies usually finance capital expenditures
(e.g., new plant construction) by issuing long-term debt. Rising long-term
interest rates increase interest expenses and reduce company earnings.

DISCIPLINED GROWTH 130/30 AND EQUITY GROWTH 130/30

Disciplined Growth 130/30 and Equity Growth 130/30 seek to maintain investment
portfolios with approximately 130% long exposure and 30% short exposure, for a
net 100% long market exposure. This structure seeks to provide investors with
the potential for greater risk-adjusted returns than a long-only portfolio,
while maintaining a similar investment style and risk characteristics. Though
the fund will generally hold long positions equal to 130% and short positions
equal to 30% of its equity assets, the long and short positions may vary over
time depending on market conditions. The funds' long positions may range from
110% to 150% and the funds' short positions may range from 10% to 50%.

Disciplined Growth 130/30 and Equity Growth 130/30 will be managed using the
same quantitative models employed by Disciplined Growth and Equity Growth,
respectively (see discussion on page 4). The portfolio managers will maintain
long positions in stocks that they identify as the most attractive and maintain
short positions in the stocks they identify as the least attractive.

FUND INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

This section describes investment vehicles and techniques the portfolio managers
can use in managing a fund's assets. It also details the risks associated with
each, because each investment vehicle and technique contributes to a fund's
overall risk profile.

Convertible Securities

A convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock of the same or a different issuer within a particular time period
at a specified price or formula. A convertible security entitles the holder to
receive the interest paid or accrued on debt or the dividend paid on preferred
stock until the convertible security matures or is redeemed, converted or
exchanged. Before conversion


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7


or exchange, such securities ordinarily provide a stream of income with
generally higher yields than common stocks of the same or similar issuers, but
lower than the yield on nonconvertible debt. Of course, there can be no
assurance of current income because issuers of 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.
Because of the conversion feature, the managers consider convertible securities
to be equity equivalents.

The price of a convertible security will normally fluctuate in some proportion
to changes in the price of the underlying asset. A convertible security is
subject to risks relating to the activities of the issuer and/or general market
and economic conditions. The stream of income typically paid on a convertible
security may tend to cushion the security against declines in the price of the
underlying asset. However, the stream of income causes fluctuations based upon
changes in interest rates and the credit quality of the issuer. In general, the
value of a convertible security is a function of (1) its yield in comparison
with yields of other securities of comparable maturity and quality that do not
have a conversion privilege and (2) its worth, at market value, if converted or
exchanged into the underlying common stock. The price of a convertible security
often reflects such variations in the price of the underlying common stock in a
way that a nonconvertible security does not. At any given time, investment value
generally depends upon such factors as the general level of interest rates, the
yield of similar nonconvertible securities, the financial strength of the issuer
and the seniority of the security in the issuer's capital structure.

A convertible security may be subject to redemption at the option of the issuer
at a predetermined price. If a convertible security held by a fund is called for
redemption, the fund would be required to permit the issuer to redeem the
security and convert it to underlying common stock or to cash, or would sell the
convertible security to a third party, which may have an adverse effect on the
fund. A convertible security may feature a put option that permits the holder of
the convertible security to sell that security back to the issuer at a
predetermined price. A fund generally invests in convertible securities for
their favorable price characteristics and total return potential and normally
would not exercise an option to convert unless the security is called or
conversion is forced.

Debt Securities

Each of the funds may invest in debt securities when the portfolio managers
believe such securities represent an attractive investment for the fund. The
funds may invest in debt securities for income, or as a defensive strategy when
the managers believe adverse economic or market conditions exist.

The value of debt securities in which the funds may invest will fluctuate based
upon changes in interest rates and the credit quality of the issuer. Debt
securities will be limited to investment-grade obligations. 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. or BBB by Standard
& Poor's Corporation), or, if not rated, are of equivalent investment quality as
determined by the funds' advisor. 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.

In addition, the value of a fund's investments in fixed-income securities will
change as prevailing interest rates change. In general, the prices of such
securities vary inversely with interest rates. As prevailing interest rates
fall, the prices of bonds and other securities that trade on a yield basis
generally rise. When prevailing interest rates rise, bond prices generally fall.
Depending upon the particular amount and type of fixed-income securities
holdings of a fund, these changes may impact the net asset value of that fund's
shares.


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8


Depositary Receipts

American Depositary Receipts (ADRs) and European Depositary Receipts (EDRs) are
receipts representing ownership of shares of a foreign-based issuer held in
trust by a bank or similar financial institution. These are designed for U.S.
and European securities markets as alternatives to purchasing underlying
securities in their corresponding national markets and currencies. ADRs and EDRs
can be sponsored or unsponsored.

Sponsored ADRs and EDRs are certificates in which a bank or financial
institution participates with a custodian. Issuers of unsponsored ADRs and EDRs
are not contractually obligated to disclose material information in the United
States. Therefore, there may not be a correlation between such information and
the market value of the unsponsored ADR or EDR.

ADRs are dollar-denominated receipts representing interests in the securities of
a foreign issuer. They are issued by U.S. banks and traded on exchanges or over
the counter in the United States. Ordinary shares are shares of foreign issuers
that are traded abroad and on a U.S. exchange. New York shares are shares that a
foreign issuer has allocated for trading in the United States. ADRs, ordinary
shares and New York shares all may be purchased with and sold for U.S. dollars,
which protect the fund from the foreign settlement risks described under the
section titled FOREIGN SECURITIES, page 10.

Derivative Securities

To the extent permitted by its investment objectives and policies, each fund may
invest in securities that are commonly referred to as derivative securities.
Generally, a derivative security is a financial arrangement, the value of which
is based on, or derived from, a traditional security, asset, or market index.

Certain derivative securities may be described as structured investments. A
structured investment is a security whose value or performance is linked to an
underlying index or other security or asset class. Structured investments
include asset-backed securities (ABS), commercial and residential
mortgage-backed securities (MBS and CMBS), and collateralized mortgage
obligations (CMO), which are described more fully below. Structured investments
also include securities backed by other types of collateral. Structured
investments involve the transfer of specified financial assets to a special
purpose entity, generally a corporation or trust, or the deposit of financial
assets with a custodian; and the issuance of securities or depositary receipts
backed by, or representing interests in, those assets.

Some structured investments are individually negotiated agreements or are traded
over the counter. Structured investments may be organized and operated to
restructure the investment characteristics of the underlying security. The cash
flow on the underlying instruments may be apportioned among the newly issued
structured securities to create securities with different investment
characteristics, such as varying maturities, payment priorities and interest
rate provisions, and the extent of such payments made with respect to structured
securities is dependent on the extent of the cash flow on the underlying
instruments. Because structured securities typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the
underlying instruments. Structured securities are subject to such risks as the
inability or unwillingness of the issuers of the underlying securities to repay
principal and interest, and requests by the issuers of the underlying securities
to reschedule or restructure outstanding debt and to extend additional loan
amounts.

Some derivative securities, 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.


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There are many different types of derivative securities 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.

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

There are risks associated with investing in derivative securities, including:

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

*  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.

A fund may not 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 because the funds may not invest in oil and gas
leases or futures. A fund may not invest in a derivative security if its credit,
interest rate, liquidity, counterparty and other risks associated with ownership
of the security are outside acceptable limits set forth in the fund's
prospectus. The funds' Board of Directors has reviewed 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
and provides that a fund may not invest in a derivative security if it would be
possible for a fund to lose more money than the notional value of the
investment. The policy also establishes a committee that must review certain
proposed purchases before the purchases can be made.

Equity Equivalents

In addition to investing in common stocks, the funds may invest in other equity
securities and equity equivalents, including securities that permit a 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 securities.

Equity equivalents also may include securities whose value or return is derived
from the value or return of a different security. Depositary receipts, which are
described on page 9, are an example of the type of derivative security in which
a fund might invest.

Foreign Securities

Each fund may invest its assets in the securities of issuers located in
developed foreign countries, including foreign governments, when these
securities meet its standards of selection. In determining where a company is
located, the portfolio managers will consider various factors, including where
the company is headquartered, where the company's principal operations are
located, where the company's revenues are derived, where the principal trading
market is located and the country in which the company was legally organized.
The weight given to each of these factors will vary depending on the
circumstances in a given case. The funds consider developed countries to include
Australia, Austria, Belgium, Bermuda, Canada,


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10


Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan,
Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,
Sweden, Switzerland, the United Kingdom and the United States. Securities of
foreign issuers may trade in the U.S. or foreign securities markets.

A description of the International Core Equity and Global Gold funds' investment
strategies regarding foreign securities is contained in their prospectuses.

Investments in foreign securities generally involve greater risks than investing
in securities of domestic companies, including:

CURRENCY RISK. The value of the foreign investments held by the funds may be
significantly affected by changes in currency exchange rates. The dollar value
of a foreign security generally decreases when the value of the dollar rises
against the foreign currency in which the security is denominated, and tends to
increase when the value of the dollar falls against such currency. In addition,
the value of fund assets may be affected by losses and other expenses incurred
in converting between various currencies in order to purchase and sell foreign
securities, and by currency restrictions, exchange control regulation, currency
devaluations and political developments.

POLITICAL AND ECONOMIC RISK. The economies of many of the countries in which the
funds invest are not as developed as the economy of the United States and may be
subject to significantly different forces. Political or social instability,
expropriation, nationalization, confiscatory taxation, and limitations on the
removal of funds or other assets, also could adversely affect the value of
investments. Further, the funds may find it difficult or be unable to enforce
ownership rights, pursue legal remedies or obtain judgments in foreign courts.

REGULATORY RISK. Foreign companies generally are not subject to the regulatory
controls imposed on U.S. issuers and, in general, there is less publicly
available information about foreign securities than is available about domestic
securities. Many foreign companies are not subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic companies. Income from foreign
securities owned by the funds may be reduced by a withholding tax at the source,
which would reduce dividend income payable to shareholders.

MARKET AND TRADING RISK. Brokerage commission rates in foreign countries, which
generally are fixed rather than subject to negotiation as in the United States,
are likely to be higher. The securities markets in many of the countries in
which the funds may invest will have substantially less trading volume than the
principal U.S. markets. As a result, the securities of some companies in these
countries may be less liquid and more volatile than comparable U.S. securities.
Furthermore, one securities broker may represent all or a significant part of
the trading volume in a particular country, resulting in higher trading costs
and decreased liquidity due to a lack of alternative trading partners. There
generally is less government regulation and supervision of foreign stock
exchanges, brokers and issuers, which may make it difficult to enforce
contractual obligations.

CLEARANCE AND SETTLEMENT RISK. Foreign securities markets also have different
clearance and settlement procedures, and in certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in clearance and settlement could result in temporary periods when assets
of the funds are uninvested and no return is earned. The inability of the funds
to make intended security purchases due to clearance and settlement problems
could cause the funds to miss attractive investment opportunities. Inability to
dispose of portfolio securities due to clearance and settlement problems could
result either in losses to the funds due to subsequent declines in the value of
the portfolio security or, if the funds have entered into a contract to sell the
security, liability to the purchaser.


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11


OWNERSHIP RISK. Evidence of securities ownership may be uncertain in many
foreign countries. As a result, there is a risk that a fund's trade details
could be incorrectly or fraudulently entered at the time of the transaction,
resulting in a loss to the fund.

EMERGING MARKETS RISK. Global Gold, International Core Equity and Utilities may
invest a minority portion of their holdings in securities of issuers located in
emerging market (developing) countries. The funds consider "emerging market
(developing) countries" to include all countries that are not considered by the
advisor to be developed countries, which are listed on pages 10 and 11.

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 generally
are 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 based predominantly 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.

Forward Currency Exchange Contracts

Each fund may purchase and sell foreign currency on a spot (i.e., cash) basis
and may engage in forward currency contracts, currency options and futures
transactions for hedging or any other lawful purpose. See DERIVATIVE SECURITIES,
page 9.

The funds expect to use forward currency contracts under two circumstances:

(1)  When the portfolio managers are purchasing or selling a security
     denominated in a foreign currency and wish to lock in the U.S. dollar price
     of that security, the portfolio managers would be able to enter into a
     forward currency contract to do so; or

(2)  When the portfolio managers believe that the currency of a particular
     foreign country may suffer a substantial decline against the U.S. dollar, a
     fund would be able to enter into a forward currency 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.

In 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
currency contracts in U.S. dollars for the purchase or sale of a foreign
currency involved in an underlying security transaction, the fund will be able
to protect itself against a possible loss between trade and settlement dates
resulting from the adverse change in the relationship between the U.S. dollar
and the subject foreign currency.

In the second circumstance, when the portfolio managers believe that the
currency of a particular country may suffer a substantial decline relative to
the U.S. dollar, a fund could enter into a forward currency contract to sell for
a fixed dollar


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12


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. A fund will generally cover outstanding forward contracts
by maintaining liquid portfolio securities denominated in, or whose value is
tied to, the currency underlying the forward contract or the currency being
hedged. To the extent that a fund is not able to cover its forward currency
positions with underlying portfolio securities, the fund will segregate on its
records cash or other liquid assets having a value equal to the aggregate amount
of the fund's commitments under the forward currency contracts.

The precise matching of forward currency contracts in the amounts and values of
securities involved generally would not be possible because 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 currency 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. Normally, consideration of the prospect
for currency parities will be incorporated into the long-term investment
decisions made with respect to overall diversification strategies. However, the
portfolio managers believe that it is important to have flexibility to enter
into such forward currency contracts when they determine that a fund's best
interests may be served.

When the forward currency contract matures, 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 currency contract with the same currency trader
that obligates 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 currency contract.
Accordingly, it may be necessary for a fund to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security is less than the amount of foreign currency the
fund is obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency the fund is obligated to deliver.

Futures and Options

Each fund may enter into futures contracts, options or options on futures
contracts. 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.
Generally, futures transactions will be used to:

*  protect against a decline in market value of the fund's 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 not 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.


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13


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. The portfolio managers may engage in futures and options
transactions based on securities indices, provided that the transactions are
consistent with the fund's investment objectives. Examples of indices 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 managers also may engage in
futures and options transactions based on specific securities. 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 security, 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 ensure completion of the contract (delivery or
acceptance of the underlying security) if it is not terminated prior to the
specified delivery date. A margin deposit does not constitute a margin
transaction for purposes of the fund's 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 accounts generally is not
income-producing. However, coupon-bearing securities, such as Treasury bills and
bonds, held in margin accounts generally will earn income. Subsequent payments
to and from the broker, called variation margin, will be made on a daily basis
as the price of the underlying 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. 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 the portfolio managers apply a hedge at an
inappropriate time or judge interest rate or equity market trends incorrectly,
futures and options strategies may lower a fund's return.

A fund could suffer losses if it is 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 portfolio 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 portfolio managers would not
otherwise elect to do so. In addition, a fund may


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14


be required to deliver or take delivery of instruments underlying futures
contracts it holds. The portfolio managers will seek to minimize these risks by
limiting the futures 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 them 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 as permitted under the Commodity Futures Trading Commission rules. The
funds have claimed exclusion from the definition of the term "commodity pool
operator" under the Commodity Exchange Act and, therefore, are not subject to
registration or regulation as commodity pool operators under that Act. To the
extent required by law, each fund will segregate cash or securities on its
records in an amount sufficient to cover its obligations under the futures
contracts and options.

Initial Public Offerings

The funds may invest in initial public offerings (IPOs) of common stock or other
equity securities issued by a company. The purchase of securities in an IPO may
involve higher transaction costs than those associated with the purchase of
securities already traded on exchanges or other established markets. In addition
to the risks associated with equity securities generally, IPO securities may be
subject to additional risk due to factors such as the absence of a prior public
market, unseasoned trading and speculation, a potentially small number of
securities available for


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15


trading, limited information about the issuer and other factors. These factors
may cause IPO shares to be volatile in price. While a fund may hold IPO
securities for a period of time, it may sell them in the aftermarket soon after
the purchase, which could increase portfolio turnover and lead to increased
expenses such as commissions and transaction costs. Investments in IPOs could
have a magnified impact (either positive or negative) on performance if a fund's
assets are relatively small. The impact of IPOs on a fund's performance may tend
to diminish as assets grow.

Investment in Issuers with Limited Operating Histories

The funds may invest a portion of their assets in the equity securities of
issuers with limited operating histories. The managers consider an issuer to
have a limited operating history if that issuer has a record of less than three
years of continuous operation. The managers 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 histories and financial
information upon which the managers may base their investment decision on behalf
of the funds. In addition, financial and other information regarding such
issuers, when available, may be incomplete or inaccurate.

For purposes of this limitation, "issuers" refers to operating companies that
issue securities for the purposes of issuing debt or raising capital as a means
of financing their ongoing operations. It does not, however, refer to entities,
corporate or otherwise, that are created for the express purpose of securitizing
obligations or income streams. For example, a fund's investments in a trust
created for the purpose of pooling mortgage obligations or other financial
assets would not be subject to the limitation.

Other Investment Companies

Each of the funds may invest in other investment companies, such as mutual
funds, provided that the investment is consistent with the fund's investment
policies and restrictions. Under the Investment Company Act, a fund's investment
in such securities, subject to certain exceptions, currently is limited to

*  3% of the total voting stock of any one investment company;

*  5% of the fund's total assets with respect to any one investment company;
   and

*  10% of the fund's total assets in the aggregate.

A fund's investments in other investment companies may include money market
funds managed by the advisor. Investments in money market funds are not subject
to the percentage limitations set forth above.

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.

Each fund may invest in exchange traded funds (ETFs), such as Standard & Poor's
Depositary Receipts (SPDRs) and the Lehman Aggregate Bond ETF, with the same
percentage limitations as investments in registered investment companies. ETFs
are a type of fund bought and sold on a securities exchange. An ETF trades like
common stock and usually represents a fixed portfolio of securities designed to
track the performance and dividend yield of a particular domestic or foreign
market index. A fund may purchase an ETF to temporarily gain exposure to a
portion of the U.S. or a foreign market while awaiting purchase of underlying
securities. The risks of owning an ETF generally reflect the risks of owning the



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16


underlying securities they are designed to track, although the lack of liquidity
on an ETF could result in it being more volatile. Additionally, ETFs have
management fees, which increase their cost.

Portfolio Lending

In order to realize additional income, each fund, except for Disciplined Growth
130/30, Equity Growth 130/30 and Long-Short Equity, may lend its portfolio
securities. Such loans may not exceed one-third of the fund's total assets
valued at market except

*  through the purchase of debt securities in accordance with its investment
   objective, policies and limitations; or

*  by engaging in repurchase agreements with respect to portfolio securities.

Repurchase Agreements

Each fund may invest in repurchase agreements when they 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.

Because the security purchased constitutes collateral for the repurchase
obligation, a repurchase agreement can be considered a loan collateralized by
the security purchased. The fund's risk is the seller's ability 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 and its agencies and instrumentalities, and will enter into
such transactions with those banks and securities dealers who are deemed
creditworthy by the funds' advisor.

Repurchase agreements maturing in more than seven days would count toward a
fund's 15% limit on illiquid securities.

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 is 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 has delegated the day-to-day function of determining the liquidity of
Rule 144A securities to the portfolio managers. The board retains the
responsibility to monitor the implementation of the guidelines and procedures it
has adopted.


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17


Because 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 portfolio managers will
consider appropriate remedies to minimize the effect on such fund's liquidity.

Short Sales

A security is sold short when a fund sells a security it does not own. To sell a
security short, a fund must borrow the security from someone else to deliver it
to the buyer. That fund then replaces the borrowed security by purchasing it at
the market price at or before the time of replacement. Until it replaces the
security, the fund repays the person that lent it the security for any interest
or dividends that may have been paid or accrued during the period of the loan.
Each fund, other than Long-Short Equity, Disciplined Growth 130/30 and Equity
Growth 130/30, may engage in short sales for cash management purposes only 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.

The use of short sales is a primary investment strategy of Disciplined Growth
130/30, Equity Growth 130/30 and Long-Short Equity. Each of these funds is
required to maintain a segregated account of cash, cash equivalents or other
appropriate liquid securities with its custodian in at least an amount equal to
the current market value of the securities sold short until the fund replaces a
borrowed security.

In short sale transactions, a fund's gain is limited to the price at which it
sold the security short; its loss is limited only by the maximum price it must
pay to acquire the security less the price at which the security was sold. In
theory, losses from short sales may be unlimited. Until a security that is sold
short is acquired by a fund, that fund must pay the lender any interest or
dividends that may have been paid or accrued during the loan period. In order to
borrow the security, a fund may be required to pay compensation to the lender
for securities that are difficult to borrow due to demand or other factors.
Short sales also cause a fund to incur brokerage fees and other transaction
costs. Therefore, the amount of any gain a fund may receive from a short sale
transaction is decreased and the amount of any loss increased by the amount of
compensation to the lender, accrued interest or dividends and transaction costs
a fund may be required to pay.

There is no guarantee that a fund will be able to close out a short position at
any particular time or at a particular price. During the time that a fund is
short a security, it is subject to the risk that the lender of the security will
terminate the loan at a time when the fund is unable to borrow the same security
from another lender. If that occurs, the fund may be "bought in" at the price
required to purchase the security needed to close out the short position, which
may be a disadvantageous price.

Short-Term Securities

In order to meet anticipated redemptions, anticipated purchases of additional
securities for a fund's portfolio, or, in some cases, for temporary defensive
purposes, the funds may invest a portion of their assets in money market and
other short-term securities.

Examples of those securities 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;

*  Repurchase agreements; and

*  Money market funds.


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18


U.S. Government Securities

Each fund may invest in U.S. government securities, including bills, notes and
bonds issued by the U.S. Treasury and securities issued or guaranteed by
agencies or instrumentalities of the U.S. government. Some U.S. government
securities are supported by the direct full faith and credit of the U.S.
government; others are supported by the right of the issuer to borrow from the
U.S. Treasury; others, such as securities issued by the Federal National
Mortgage Association, are supported by the discretionary authority of the U.S.
government to purchase the agencies' obligations; and others are supported only
by the credit of the issuing or guaranteeing instrumentality. There is no
assurance that the U.S. government will provide financial support to an
instrumentality it sponsors when it is not obligated by law to do so.

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.

For example, a fund may sell a security and at the same time make a commitment
to purchase the same or a comparable security at a future date and specified
price. Conversely, a fund may purchase a security and at the same time make a
commitment to sell the same or a comparable security at a future date and
specified price. These types of transactions are executed simultaneously in what
are known as dollar-rolls (buy/sell back transactions), cash and carry, or
financing transactions. For example, a broker-dealer may seek to purchase a
particular security that a fund owns. The fund will sell that security to the
broker-dealer and simultaneously enter into a forward commitment agreement to
buy it back at a future date. This type of transaction generates income for the
fund if the dealer is willing to execute the transaction at a favorable price in
order to acquire a specific security.

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 that 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. To the extent a fund remains
fully invested or almost fully invested at the same time it has purchased
securities on a when-issued basis, there will be greater fluctuations in its net
asset value than if it solely set aside cash to pay for when-issued securities.
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.

INVESTMENT POLICIES

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


------
19


Fundamental Investment Policies

The funds' fundamental investment policies are set forth below. These investment
policies, a fund's investment objectives set forth in its prospectus, and a
fund's status as diversified 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                   POLICY
--------------------------------------------------------------------------------
Senior                    A fund may not issue senior securities, except as
Securities                permitted under the Investment Company Act.
--------------------------------------------------------------------------------
Borrowing                 A fund may not borrow money, except that a fund
                          may borrow 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
                          a fund from investing 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             Disciplined Growth, Disciplined Growth 130/30,
                          Equity Growth, Equity Growth 130/30, Income
                          & Growth, International Core Equity, Long-Short
                          Equity, NT Equity Growth, NT Small Company
                          and Small Company may not concentrate
                          their 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). The other
                          funds may not deviate from their policies of
                          concentrating investments in securities of issuers
                          as follows: engaged in mining, fabricating,
                          processing or dealing in gold or other precious
                          metals, such as silver, platinum and palladium
                          [Global Gold only]; or engaged in the utilities
                          industry [Utilities only].
--------------------------------------------------------------------------------
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               For all funds except Global Gold: A fund may not
                          purchase or sell physical commodities unless
                          acquired as a result of ownership of securities
                          or other instruments provided this limitation shall
                          not prohibit the fund from purchasing or selling
                          options and futures contracts or investing in
                          securities or other instruments backed by physical
                          commodities.

                          For Global Gold only: The fund may not purchase
                          gold bullion, gold coins, or gold represented by
                          certificates of ownership interest or gold futures
                          contracts whose underlying commodity value
                          would cause the fund's aggregate investment in
                          such commodities to exceed 10% of the fund's
                          net assets.
--------------------------------------------------------------------------------
Control                   A fund may not invest for purposes of exercising
                          control over management.
--------------------------------------------------------------------------------

For purposes of the investment policies relating to lending and borrowing, the
funds have received an exemptive order from the SEC regarding an interfund
lending program. Under the terms of the exemptive order, the funds may borrow
money from or lend money to other American Century Investments-advised funds
that permit such transactions. All such transactions will be subject to the
limits for borrowing and lending set forth above. The funds will borrow money
through the program only when the costs are equal to or lower than the costs of
short-term bank loans. Interfund loans and borrowings normally extend only
overnight, but can have a maximum duration of seven days. The funds will lend
through the program only when the returns are higher than those available from
other short-term instruments


------
20


(such as repurchase agreements). The funds may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or
additional borrowing costs. Long-Short Equity does not currently participate in
the interfund lending program. For purposes of the funds' investment policy
relating to borrowing, short positions held by the funds are not considered
borrowings.

For purposes of the investment policy relating to concentration, Disciplined
Growth, Disciplined Growth 130/30, Equity Growth, Equity Growth 130/30, Income
and Growth, International Core Equity, Long-Short Equity, NT Equity Growth, NT
Small Company and Small Company 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 obligations;

(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 their 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 investment policies that are
not fundamental and may be changed by the Board of Directors.

SUBJECT                     POLICY
--------------------------------------------------------------------------------
Leveraging                  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 illiquid securities. Illiquid securities include
                            repurchase agreements not entitling the holder
                            to payment of principal and interest within seven
                            days, and securities that are illiquid by virtue of
                            legal or contractual restrictions on resale or the
                            absence of a readily available market.
--------------------------------------------------------------------------------
Short Sales                 Except for Disciplined Growth 130/30, Equity
                            Growth 130/30 and Long-Short Equity, 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 to 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.
--------------------------------------------------------------------------------

For purposes of the funds' investment policy relating to leveraging, short
positions held by the funds are not considered borrowings.

The Investment Company Act imposes certain additional restrictions upon the
funds' ability to acquire securities issued by insurance companies,
broker-dealers, underwriters or investment advisors, and upon transactions with
affiliated persons as defined by the Act. It also defines and forbids the
creation of cross and circular ownership. Neither the SEC nor any other agency
of the federal or state government participates in or supervises the management
of the funds or their investment practices or policies.


------
21


PORTFOLIO TURNOVER

The portfolio turnover rate of each fund is listed in the Financial Highlights
tables in that fund's prospectus. As new funds, Disciplined Growth 130/30 and
Equity Growth 130/30 do not have Financial Highlights.

The portfolio managers consider the length of time a security has been held in
determining whether to sell it. Under normal market conditions, the portfolio
managers do not expect turnover rates to exceed 100% for Income & Growth and
Utilities; 150% for Disciplined Growth, Equity Growth, the long positions in
Disciplined Growth 130/30 and Equity Growth 130/30, Global Gold, International
Core Equity and NT Equity Growth; 175% for Small Company and NT Small Company;
and 200% for the long positions in Long-Short Equity. When short positions in
Disciplined Growth 130/30, Equity Growth 130/30 and Long-Short Equity are
considered, portfolio turnover may be significantly higher.

While the managers do take portfolio turnover rate into account in making
investment decisions, the portfolio turnover rates in the past should not be
considered as representative of the rates that will be attained in the future,
as the rate for any individual fund may vary within the indicated ranges.

In addition to portfolio turnover, the portfolio managers consider a number of
other factors in the course of making a determination of whether to sell a
particular security. The managers may sell a portfolio security if they believe
that the security is not fulfilling its purpose, because, among other things,
there is another security with more attractive risk characteristics, because it
has reached its optimum potential, because of a change in the circumstances of a
particular company or industry or general economic conditions, or because of
some combination of such reasons.

High turnover would generate correspondingly greater brokerage commissions,
which is a cost the funds pay directly. Portfolio turnover also may affect the
character of capital gains realized and distributed by the funds, if any,
because short-term capital gains are taxable as ordinary income.

Variations in a fund's portfolio turnover rate from year to year may be due to a
fluctuating volume of shareholder purchase and redemption activity, varying
market conditions, and/or changes in the managers' investment outlook.

MANAGEMENT

The individuals listed below serve as directors or officers of the funds. Each
director serves until his or her successor is duly elected and qualified or
until he or she retires. Effective March 2004, mandatory retirement age for
independent directors is 73. However, the mandatory retirement age may be
extended for a period not to exceed two years with the approval of the remaining
independent directors. Those listed as interested directors are "interested"
primarily by virtue of their engagement as directors and/or officers of, or
ownership interest in, American Century Companies, Inc. (ACC) or its wholly
owned, direct or indirect, subsidiaries, including the funds' investment
advisor, American Century Investment Management, Inc. (ACIM or the advisor); the
funds' principal underwriter, American Century Investment Services, Inc. (ACIS);
and the funds' transfer agent, American Century Services, LLC (ACS).

The other directors (more than three-fourths of the total number) are
independent; that is, they have never been employees, directors or officers of,
and have no financial interest in, ACC or any of its wholly owned, direct or
indirect, subsidiaries, including ACIM, ACIS and ACS. The directors serve in
this capacity for eight registered investment companies in the American Century
Investments family of funds.

All persons named as officers of the funds also serve in similar capacities for
the other 14 investment companies in the American Century Investments family of
funds advised by ACIM or American Century Global Investment Management, Inc.
(ACGIM), a wholly owned subsidiary of ACIM, unless otherwise noted. Only
officers with policy making functions are listed. No officer is compensated for
his


------
22


or her service as an officer of the funds. The listed officers are interested
persons of the funds and are appointed or re-appointed on an annual basis.

Interested Directors
--------------------------------------------------------------------------------
JONATHAN S. THOMAS, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1963

POSITION(S) HELD WITH FUNDS: Director (since 2007) and President (since 2007)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: President and Chief Executive
Officer, ACC (March 2007 to present); Chief Administrative Officer, ACC
(February 2006 to February 2007); Executive Vice President, ACC (November 2005
to February 2007). Also serves as: President, Chief Executive Officer and
Director, ACS; Executive Vice President, ACIM and ACGIM; Director, ACIM, ACGIM,
ACIS and other ACC subsidiaries; Managing Director, MORGAN STANLEY (March 2000
to November 2005)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 105

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------

Independent Directors
--------------------------------------------------------------------------------
JOHN FREIDENRICH, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1937

POSITION(S) HELD WITH FUNDS: Director (since 2005)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Member and Manager, REGIS
MANAGEMENT COMPANY, LLC (April 2004 to present); Partner and Founder, BAY
PARTNERS (Venture capital firm, 1976 to 2006)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 39

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------
FREDERICK L. A. GRAUER, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1946

POSITION(S) HELD WITH FUNDS: Director (since 2008)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Senior Advisor, BARCLAYS GLOBAL
INVESTORS (2003 to present)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE: 39

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------
RONALD J. GILSON, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1946

POSITION(S) HELD WITH FUNDS: Director (since 1995) and Chairman of the Board
(since 2005)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Charles J. Meyers Professor of Law
and Business, STANFORD LAW SCHOOL (1979 to present); Marc and Eva Stern
Professor of Law and Business, COLUMBIA UNIVERSITY SCHOOL OF LAW (1992 to
present)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 39

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------
PETER F. PERVERE, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1947

POSITION(S) HELD WITH FUNDS: Director (since 2007)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired, formerly Vice President
and Chief Financial Officer, COMMERCE ONE, INC. (software and services provider)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 39

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, INTRAWARE, INC.
--------------------------------------------------------------------------------
MYRON S. SCHOLES, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1941

POSITION(S) HELD WITH FUNDS: Director (since 1980)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chairman, PLATINUM GROVE ASSET
MANAGEMENT, L.P., and a Partner, OAK HILL CAPITAL MANAGEMENT (1999 to present);
Frank E. Buck Professor of Finance-Emeritus, STANFORD GRADUATE SCHOOL OF
BUSINESS (1996 to present)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 39

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, DIMENSIONAL FUND ADVISORS
(investment advisor, 1982 to present); Director, CHICAGO MERCANTILE EXCHANGE
(2000 to present)
--------------------------------------------------------------------------------


------
23


JOHN B. SHOVEN, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1947

POSITION(S) HELD WITH FUNDS: Director (since 2002)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Professor of Economics, STANFORD
UNIVERSITY (1973 to present)

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 39

OTHER DIRECTORSHIPS HELD BY DIRECTOR: Director, CADENCE DESIGN SYSTEMS (1992 to
present)
--------------------------------------------------------------------------------
JEANNE D. WOHLERS, 1665 Charleston Road, Mountain View, CA 94043

YEAR OF BIRTH: 1945

POSITION(S) HELD WITH FUNDS: Director (since 1984)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Retired

NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR: 39

OTHER DIRECTORSHIPS HELD BY DIRECTOR: None
--------------------------------------------------------------------------------

Officers
--------------------------------------------------------------------------------
BARRY FINK, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1955

POSITION(S) HELD WITH FUNDS: Executive Vice President (since 2007)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Operating Officer and
Executive Vice President, ACC (September 2007 to present); President, ACS
(October 2007 to present); Managing Director, MORGAN STANLEY (2000 to 2007);
Global General Counsel, MORGAN STANLEY (2000 to 2006). Also serves as: Director,
ACC, ACS, ACIS and other ACC subsidiaries.
--------------------------------------------------------------------------------
MARYANNE ROEPKE, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1956

POSITION(S) HELD WITH FUNDS: Chief Compliance Officer (since 2006) and Senior
Vice President (since 2000)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Compliance Officer, ACIM,
ACGIM and ACS (August 2006 to present); Assistant Treasurer, ACC (January 1995
to August 2006); and Treasurer and Chief Financial Officer, various American
Century Investments funds (July 2000 to August 2006). Also serves as: Senior
Vice President, ACS
--------------------------------------------------------------------------------
CHARLES A. ETHERINGTON, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1957

POSITION(S) HELD WITH FUNDS: General Counsel (since 2007) and Senior Vice
President (since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Attorney, ACC (February 1994 to
present); Vice President, ACC (November 2005 to present); General Counsel, ACC
(March 2007 to present). Also serves as: General Counsel, ACIM, ACGIM, ACS, ACIS
and other ACC subsidiaries; and Senior Vice President, ACIM, ACGIM and ACS
--------------------------------------------------------------------------------
ROBERT LEACH, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1966

POSITION(S) HELD WITH FUNDS: Vice President, Treasurer and Chief Financial
Officer (all since 2006)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Vice President, ACS (February 2000
to present); and Controller, various American Century Investments funds (1997 to
September 2006)
--------------------------------------------------------------------------------
JON ZINDEL, 4500 Main Street, Kansas City, MO 64111

YEAR OF BIRTH: 1967

POSITION(S) HELD WITH FUNDS: Tax Officer (since 2000)

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS: Chief Financial Officer and Chief
Accounting Officer, ACC (March 2007 to present); Vice President, ACC (October
2001 to present); Vice President, certain ACC subsidiaries (October 2001 to
August 2006); Vice President, Corporate Tax, ACS (April 1998 to August 2006).
Also serves as: Chief Financial Officer, Chief Accounting Officer and Senior
Vice President, ACIM, ACGIM, ACS and other ACC subsidiaries; and Chief
Accounting Officer and Senior Vice President, ACIS
--------------------------------------------------------------------------------

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. The
directors,


------
24


in carrying out their fiduciary duty under the Investment Company Act of 1940,
are responsible for approving new and existing management contracts with the
funds' advisor.

The board has the authority to manage the business of the funds on behalf of
their investors, and it has all powers necessary or convenient to carry out that
responsibility. Consequently, the directors may adopt bylaws providing for the
regulation and management of the affairs of the funds and may amend and repeal
them to the extent that such bylaws do not reserve that right to the funds'
investors. They may fill vacancies in or reduce the number of board members and
may elect and remove such officers and appoint and terminate such agents as they
consider appropriate. They may appoint from their own number and establish and
terminate one or more committees consisting of two or more directors who may
exercise the powers and authority of the board to the extent that the directors
determine. They may, in general, delegate such authority as they consider
desirable to any officer of the funds, to any committee of the board and to any
agent or employee of the funds or to any custodian, transfer or investor
servicing agent, or principal underwriter. Any determination as to what is in
the interests of the funds made by the directors in good faith shall be
conclusive.

The Advisory Board

The funds also have an Advisory Board. Members of the Advisory Board, if any,
function like fund directors in many respects, but do not possess voting power.
Advisory Board members attend all meetings of the Board of Directors and the
independent directors and receive any materials distributed in connection with
such meetings. Advisory Board members may be considered as candidates to fill
vacancies on the Board of Directors.

Committees

The board has four standing committees to oversee specific functions of the
funds' operations. Information about these committees appears in the table
below. The director first named serves as chairman of the committee.

--------------------------------------------------------------------------------
COMMITTEE: Audit and Compliance

MEMBERS: Peter F. Pervere, Jeanne D. Wohlers, Ronald J. Gilson

FUNCTION: The Audit and Compliance Committee approves the engagement of the
funds' independent registered public accounting firm, recommends approval of
such engagement to the independent directors, and oversees the activities of the
funds' independent registered public accounting firm. The committee receives
reports from the advisor's Internal Audit Department, which is accountable to
the committee. The committee also receives reporting about compliance matters
affecting the funds.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 2(1)

NUMBER OF MEETINGS HELD DURING DECEMBER 31, 2006 FISCAL YEAR: 4
--------------------------------------------------------------------------------
COMMITTEE: Corporate Governance

MEMBERS: Ronald J. Gilson, John Freidenrich, John B. Shoven

FUNCTION: The Corporate Governance Committee reviews board procedures and
committee structures. It also considers and recommends individuals for
nomination as directors. The names of potential director candidates may be drawn
from a number of sources, including recommendations from members of the board,
management (in the case of interested directors only) and shareholders.
Shareholders may submit director nominations to the Corporate Secretary,
American Century Investments Funds, P.O. Box 410141, Kansas City, MO 64141. All
such nominations will be forwarded to the committee for consideration. The
committee also may recommend the creation of new committees, evaluate the
membership structure of new and existing committees, consider the frequency and
duration of board and committee meetings and otherwise evaluate the
responsibilities, processes, resources, performance and compensation of the
board.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 1(1)

NUMBER OF MEETINGS HELD DURING DECEMBER 31, 2006 FISCAL YEAR: 1
--------------------------------------------------------------------------------


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25


COMMITTEE: Portfolio

MEMBERS: Myron S. Scholes, John Freidenrich, Frederick L. A. Grauer

FUNCTION: The Portfolio Committee reviews quarterly the investment activities
and strategies used to manage fund assets. The committee regularly receives
reports from portfolio managers, credit analysts and other investment personnel
concerning the funds' investments.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 2(1)

NUMBER OF MEETINGS HELD DURING DECEMBER 31, 2006 FISCAL YEAR: 4
--------------------------------------------------------------------------------
COMMITTEE: Quality of Service

MEMBERS: John B. Shoven, Ronald J. Gilson, Peter Pervere

FUNCTION: The Quality of Service Committee reviews the level and quality of
transfer agent and administrative services provided to the funds and their
shareholders. It receives and reviews reports comparing those services to those
of fund competitors and seeks to improve such services where feasible and
appropriate.

NUMBER OF MEETINGS HELD DURING LAST FISCAL YEAR: 2(1)

NUMBER OF MEETINGS HELD DURING DECEMBER 31, 2006 FISCAL YEAR: 5
--------------------------------------------------------------------------------

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30 RESULTING IN A 6 MONTH ANNUAL REPORTING
     PERIOD.

Compensation of Directors

The directors serve as directors or trustees for eight investment companies of
American Century Investments. 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 such companies based on a schedule that takes into
account the number of meetings attended and the assets of the funds for which
the meetings are held. These fees and expenses are divided among these
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 following table shows the aggregate compensation paid by the funds for the
periods indicated and by the investment companies served by the board to each
director who is not an interested person as defined in the Investment Company
Act.

AGGREGATE DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED JUNE 30, 2007(1)
                                                            TOTAL COMPENSATION
                                                            FROM THE AMERICAN
                             TOTAL COMPENSATION             CENTURY INVESTMENTS
NAME OF DIRECTOR             FROM THE FUNDS(2)              FAMILY OF FUNDS(3)
--------------------------------------------------------------------------------
John Freidenrich             $32,755                        $114,583
--------------------------------------------------------------------------------
Ronald J. Gilson             $53,169                        $182,500
--------------------------------------------------------------------------------
Kathryn A. Hall(4)           $28,886                        $104,583
--------------------------------------------------------------------------------
Peter F. Pervere             $23,044                        $72,495
--------------------------------------------------------------------------------
Myron S. Scholes             $31,034                        $110,166
--------------------------------------------------------------------------------
John B. Shoven               $33,334                        $116,166
--------------------------------------------------------------------------------
Jeanne D. Wohlers            $30,438                        $108,583
--------------------------------------------------------------------------------

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUNDS' FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

(2)  INCLUDES COMPENSATION PAID TO THE DIRECTORS FOR THE FISCAL YEAR ENDED
     JUNE 30, 2007, AND ALSO INCLUDES AMOUNTS DEFERRED AT THE ELECTION OF THE
     DIRECTORS UNDER THE AMERICAN CENTURY MUTUAL FUNDS' INDEPENDENT DIRECTORS'
     DEFERRED COMPENSATION PLAN.

(3)  INCLUDES COMPENSATION PAID BY THE EIGHT INVESTMENT COMPANIES OF THE
     AMERICAN CENTURY INVESTMENTS FAMILY OF FUNDS SERVED BY THIS BOARD. THE
     TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE PRECEDING TABLE IS AS
     FOLLOWS: MR. GILSON, $182,500; MS. HALL, $49,333; MR. SCHOLES, $110,166;
     MR. SHOVEN, $116,166; MR. WOHLERS, $76,008 AND MR. PERVERE, $15,749.

(4)  MS. HALL RETIRED FROM THE BOARD ON DECEMBER 6, 2007.


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26


The following table shows the aggregate compensation paid by the funds during
their last full fiscal year.

AGGREGATE DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2006
                                                          TOTAL COMPENSATION
                                                          FROM THE AMERICAN
                            TOTAL COMPENSATION            CENTURY INVESTMENTS
NAME OF DIRECTOR            FROM THE FUNDS(1)             FAMILY OF FUNDS(2)
--------------------------------------------------------------------------------
John Freidenrich            $28,448                       $100,250
--------------------------------------------------------------------------------
Ronald J. Gilson            $48,614                       $165,875
--------------------------------------------------------------------------------
Kathryn A. Hall(3)          $23,243                       $86,750
--------------------------------------------------------------------------------
Peter F. Pervere            $3,697                        $9,500
--------------------------------------------------------------------------------
Myron S. Scholes            $29,910                       $104,000
--------------------------------------------------------------------------------
John B. Shoven              $31,726                       $108,750
--------------------------------------------------------------------------------
Jeanne D. Wohlers           $26,216                       $94,583
--------------------------------------------------------------------------------

(1)  INCLUDES COMPENSATION PAID TO THE DIRECTORS FOR THE FISCAL YEAR ENDED
     DECEMBER 31, 2006, AND ALSO INCLUDES AMOUNTS DEFERRED AT THE ELECTION OF
     THE DIRECTORS UNDER THE AMERICAN CENTURY MUTUAL FUNDS' INDEPENDENT
     DIRECTORS' DEFERRED COMPENSATION PLAN.

(2)  INCLUDES COMPENSATION PAID BY THE EIGHT INVESTMENT COMPANIES OF THE
     AMERICAN CENTURY INVESTMENTS FAMILY OF FUNDS SERVED BY THIS BOARD. THE
     TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE PRECEDING TABLE IS AS
     FOLLOWS: MR. GILSON, $165,875; MS. HALL, $86,750; MR. SCHOLES, $104,000;
     MR. SHOVEN, $108,750 AND MR. WOHLERS, $66,208.

(3)  MS. HALL RESIGNED FROM THE BOARD ON DECEMBER 6, 2007.

The funds have adopted the American Century Mutual Funds' Independent Directors'
Deferred Compensation Plan. 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.

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 Investments 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. To date, the funds have
voluntarily funded their obligations. 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.


------
27


OWNERSHIP OF FUND SHARES

The directors owned shares in the funds as of December 31, 2007, as shown in the
table below. Because Disciplined Growth 130/30 and Equity Growth 130/30 were not
in operation as of December 31, 2007, they are not included in the table below.

                                                NAME OF DIRECTORS
--------------------------------------------------------------------------------
                                   JOHN             RONALD J.       PETER F.
                                   FREIDENRICH      GILSON          PERVERE
--------------------------------------------------------------------------------
Dollar Range of Equity
Securities in the Funds:
   Disciplined Growth              A                A               A
--------------------------------------------------------------------------------
   Equity Growth                   A                E               A
--------------------------------------------------------------------------------
   Global Gold                     A                A               A
--------------------------------------------------------------------------------
   Income & Growth                 A                A               A
--------------------------------------------------------------------------------
   International Core Equity       A                A               A
--------------------------------------------------------------------------------
   Long-Short Equity               A                A               A
--------------------------------------------------------------------------------
   NT Equity Growth                A                A               A
--------------------------------------------------------------------------------
   NT Small Company                A                A               A
--------------------------------------------------------------------------------
   Small Company                   A                A               A
--------------------------------------------------------------------------------
   Utilities                       A                A               A
--------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Director in Family of
Investment Companies               C                E               A
--------------------------------------------------------------------------------

RANGES: A-NONE, B-$1-$10,000, C-$10,001-$50,000, D-$50,001-$100,000, E-MORE THAN
$100,000

                                              NAME OF DIRECTORS
--------------------------------------------------------------------------------
                               MYRON       JOHN B.    JONATHAN S.   JEANNE D.
                               S. SCHOLES  SHOVEN     THOMAS        WOHLERS
--------------------------------------------------------------------------------
Dollar Range of Equity
Securities in the Funds:
   Disciplined Growth          A           A          C             A
--------------------------------------------------------------------------------
   Equity Growth               E           A          C             A
--------------------------------------------------------------------------------
   Global Gold                 A           A          B             A
--------------------------------------------------------------------------------
   Income & Growth             E           E          C             A
--------------------------------------------------------------------------------
   International Core Equity   A           A          A             A
--------------------------------------------------------------------------------
   Long-Short Equity           A           A          D             A
--------------------------------------------------------------------------------
   NT Equity Growth            A           A          A             A
--------------------------------------------------------------------------------
   NT Small Company            A           A          A             A
--------------------------------------------------------------------------------
   Small Company               C           A          B             A
--------------------------------------------------------------------------------
   Utilities                   A           A          B             A
--------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen by
Director in Family of
Investment Companies           E           E          E             E
--------------------------------------------------------------------------------

RANGES: A-NONE, B-$1-$10,000, C-$10,001-$50,000, D-$50,001-$100,000, E-MORE THAN
$100,000


------
28


CODE OF ETHICS

The funds, their investment advisor and principal underwriter have adopted codes
of ethics under Rule 17j-1 of the Investment Company Act. They permit personnel
subject to the codes to invest in securities, including securities that may be
purchased or held by the funds, provided that they first obtain approval from
the compliance department before making such investments.

PROXY VOTING GUIDELINES

The advisor is responsible for exercising the voting rights associated with the
securities purchased and/or held by the funds. In exercising its voting
obligations, the advisor is guided by general fiduciary principles. It must act
prudently, solely in the interest of the funds, and for the exclusive purpose of
providing benefits to them. The advisor attempts to consider all factors of its
vote that could affect the value of the investment. The funds' Board of
Directors has approved the advisor's proxy voting guidelines to govern the
advisor's proxy voting activities.

The advisor and the board have agreed on certain significant contributors to
shareholder value with respect to a number of matters that are often the subject
of proxy solicitations for shareholder meetings. The proxy voting guidelines
specifically address these considerations and establish a framework for the
advisor's consideration of the vote that would be appropriate for the funds. In
particular, the proxy voting guidelines outline principles and factors to be
considered in the exercise of voting authority for proposals addressing:

*  Election of Directors

*  Ratification of Selection of Auditors

*  Equity-Based Compensation Plans

*  Anti-Takeover Proposals

   *  Cumulative Voting

   *  Staggered Boards

   *  "Blank Check" Preferred Stock

   *  Elimination of Preemptive Rights

   *  Non-targeted Share Repurchase

   *  Increase in Authorized Common Stock

   *  "Supermajority" Voting Provisions or Super Voting Share Classes

   *  "Fair Price" Amendments

   *  Limiting the Right to Call Special Shareholder Meetings

   *  Poison Pills or Shareholder Rights Plans

   *  Golden Parachutes

   *  Reincorporation

   *  Confidential Voting

   *  Opting In or Out of State Takeover Laws

*  Shareholder Proposals Involving Social, Moral or Ethical Matters

*  Anti-Greenmail Proposals

*  Changes to Indemnification Provisions

*  Non-Stock Incentive Plans

*  Director Tenure

*  Directors' Stock Options Plans

*  Director Share Ownership


------
29


Finally, the proxy voting guidelines establish procedures for voting of proxies
in cases in which the advisor may have a potential conflict of interest.
Companies with which the advisor has direct business relationships could
theoretically use these relationships to attempt to unduly influence the manner
in which American Century Investments votes on matters for the funds. To ensure
that such a conflict of interest does not affect proxy votes cast for the funds,
all discretionary (including case-by-case) voting for these companies will be
voted in direct consultation with a committee of the independent directors of
the funds.

In addition, to avoid any potential conflict of interest that may arise when one
American Century Investments fund owns shares of another American Century
Investments fund, the advisor will "echo vote" such shares, if possible. That
is, it will vote the shares in the same proportion as the vote of all other
holders of the shares. Shares of American Century Investments "NT" funds will be
voted in the same proportion as the vote of the shareholders of the
corresponding American Century Investments policy portfolio for proposals common
to both funds. For example, NT Growth Fund shares will be echo voted in
accordance with the votes of Growth Fund shareholders. In all other cases, the
shares will be voted in direct consultation with a committee of the independent
directors of the voting fund.

A copy of the advisor's proxy voting guidelines and information regarding how
the advisor voted proxies relating to portfolio securities during the most
recent 12-month period ended June 30 are available on the ABOUT US page at
americancentury.com. The advisor's proxy voting record also is available on the
SEC's website at sec.gov.

DISCLOSURE OF PORTFOLIO HOLDINGS

The advisor (ACIM) has adopted policies and procedures with respect to the
disclosure of fund portfolio holdings and characteristics, which are described
below.

Distribution to the Public

Full portfolio holdings for each fund will be made available for distribution 30
days after the end of each calendar quarter, and will be posted on
americancentury.com at approximately the same time. This disclosure is in
addition to the portfolio disclosure in annual and semi-annual shareholder
reports, and on Form N-Q, which disclosures are filed with the Securities and
Exchange Commission within 60 days of each fiscal quarter end and also posted on
americancentury.com at the time the filings are made.

Top 10 holdings for each fund will be made available for distribution monthly 30
days after the end of each month, and will be posted on americancentury.com at
approximately the same time.

Certain portfolio characteristics determined to be sensitive and confidential
will be made available for distribution monthly 30 days after the end of each
month, and will be posted on americancentury.com at approximately the same time.
Characteristics not deemed confidential will be available for distribution at
any time. The advisor may make determinations of confidentiality on a
fund-by-fund basis, and may add or delete characteristics from those considered
confidential at any time.

So long as portfolio holdings are disclosed in accordance with the above
parameters, the advisor makes no distinction among different categories of
recipients, such as individual investors, institutional investors,
intermediaries that distribute the funds' shares, third-party service providers,
rating and ranking organizations, and fund affiliates. Because this information
is publicly available and widely disseminated, the advisor places no conditions
or restrictions on, and does not monitor, its use. Nor does the advisor require
special authorization for its disclosure.


------
30


Accelerated Disclosure

The advisor recognizes that certain parties, in addition to the advisor and its
affiliates, may have legitimate needs for information about portfolio holdings
and characteristics prior to the times prescribed above. Such accelerated
disclosure is permitted under the circumstances described below.

Ongoing Arrangements

Certain parties, such as investment consultants who provide regular analysis of
fund portfolios for their clients and intermediaries who pass through
information to fund shareholders, may have legitimate needs for accelerated
disclosure. These needs may include, for example, the preparation of reports for
customers who invest in the funds, the creation of analyses of fund
characteristics for intermediary or consultant clients, the reformatting of data
for distribution to the intermediary's or consultant's clients, and the review
of fund performance for ERISA fiduciary purposes.

In such cases, accelerated disclosure is permitted if the service provider
enters an appropriate non-disclosure agreement with the funds' distributor in
which it agrees to treat the information confidentially until the public
distribution date and represents that the information will be used only for the
legitimate services provided to its clients (i.e., not for trading).
Non-disclosure agreements require the approval of an attorney in the advisor's
legal department. The advisor's compliance department receives quarterly reports
detailing which clients received accelerated disclosure, what they received,
when they received it and the purposes of such disclosure. Compliance personnel
are required to confirm that an appropriate non-disclosure agreement has been
obtained from each recipient identified in the reports.

Those parties who have entered into non-disclosure agreements as of March 11,
2008, are as follows:

*  Aetna, Inc.

*  American Fidelity Assurance Co.

*  AUL/American United Life Insurance Company

*  Ameritas Life Insurance Corporation

*  Annuity Investors Life Insurance Company

*  Asset Services Company L.L.C.

*  Bell Globemedia Publishing

*  Bellwether Consulting, LLC

*  Bidart & Ross

*  Callan Associates, Inc.

*  Cambridge Financial Services, Inc.

*  Capital Cities, LLC

*  Charles Schwab & Co., Inc.

*  Cleary Gull Inc.

*  Commerce Bank, N.A.

*  Connecticut General Life Insurance Company

*  Consulting Services Group, LLC

*  CRA RogersCasey, Inc.

*  Defined Contribution Advisors, Inc.

*  EquiTrust Life Insurance Company

*  Evaluation Associates, LLC

*  Evergreen Investments

*  Farm Bureau Life Insurance Company

*  First MetLife Investors Insurance Company

*  Fund Evaluation Group, LLC

*  The Guardian Life Insurance & Annuity Company, Inc.

*  Hammond Associates, Inc.

*  Hewitt Associates LLC

*  ICMA Retirement Corporation


------
31


*  ING Life Insurance Company & Annuity Co.

*  Iron Capital Advisors

*  J.P. Morgan Retirement Plan Services LLC

*  Jefferson National Life Insurance Company

*  Jefferson Pilot Financial

*  Jeffrey Slocum & Associates, Inc.

*  Kansas City Life Insurance Company

*  Kmotion, Inc.

*  Liberty Life Insurance Company

*  The Lincoln National Life Insurance Company

*  Lipper Inc.

*  Manulife Financial

*  Massachusetts Mutual Life Insurance Company

*  Merrill Lynch

*  MetLife Investors Insurance Company

*  MetLife Investors Insurance Company of California

*  Midland National Life Insurance Company

*  Minnesota Life Insurance Company

*  Morgan Keegan & Co., Inc.

*  Morgan Stanley & Co., Incorporated

*  Morningstar Associates LLC

*  Morningstar Investment Services, Inc.

*  National Life Insurance Company

*  Nationwide Financial

*  New England Pension Consultants

*  Northwestern Mutual Life Insurance Co.

*  NT Global Advisors, Inc.

*  NYLIFE Distributors, LLC

*  Principal Life Insurance Company

*  Prudential Financial

*  Rocaton Investment Advisors, LLC

*  S&P Financial Communications

*  Scudder Distributors, Inc.

*  Security Benefit Life Insurance Co.

*  Smith Barney

*  SunTrust Bank

*  Symetra Life Insurance Company

*  Trusco Capital Management

*  Union Bank of California, N.A.

*  The Union Central Life Insurance Company

*  VALIC Financial Advisors

*  VALIC Retirement Services Company

*  Vestek Systems, Inc.

*  Wachovia Bank, N.A.

*  Wells Fargo Bank, N.A.

Once a party has executed a non-disclosure agreement, it may receive any or all
of the following data for funds in which its clients have investments or are
actively considering investment:

(1)  Full holdings quarterly as soon as reasonably available;

(2)  Full holdings monthly as soon as reasonably available;

(3)  Top 10 holdings monthly as soon as reasonably available; and

(4)  Portfolio characteristics monthly as soon as reasonably available.


------
32


The types, frequency and timing of disclosure to such parties vary. In most
situations, the information provided pursuant to a non-disclosure agreement is
limited to certain portfolio characteristics and/or top 10 holdings, which
information is provided on a monthly basis. In limited situations, and when
approved by a member of the legal department and responsible chief investment
officer, full holdings may be provided.

Single Event Requests

In certain circumstances, the advisor may provide fund holding information on an
accelerated basis outside of an ongoing arrangement with manager-level or higher
authorization. For example, from time to time the advisor may receive requests
for proposals (RFPs) from consultants or potential clients that request
information about a fund's holdings on an accelerated basis. As long as such
requests are on a one-time basis, and do not result in continued receipt of
data, such information may be provided in the RFP as of the most recent month
end regardless of lag time. Such information will be provided with a
confidentiality legend and only in cases where the advisor has reason to believe
that the data will be used only for legitimate purposes and not for trading.

In addition, the advisor occasionally may work with a transition manager to move
a large account into or out of a fund. To reduce the impact to the fund, such
transactions may be conducted on an in-kind basis using shares of portfolio
securities rather than cash. The advisor may provide accelerated holdings
disclosure to the transition manager with little or no lag time to facilitate
such transactions, but only if the transition manager enters into an appropriate
non-disclosure agreement.

Service Providers

Various service providers to the funds and the funds' advisor must have access
to some or all of the funds' portfolio holdings information on an accelerated
basis from time to time in the ordinary course of providing services to the
funds. These service providers include the funds' custodian (daily, with no
lag), auditors (as needed) and brokers involved in the execution of fund trades
(as needed). Additional information about these service providers and their
relationships with the funds and the advisor are provided elsewhere in this
statement of additional information.

Additional Safeguards

The advisor's policies and procedures include a number of safeguards designed to
control disclosure of portfolio holdings and characteristics so that such
disclosure is consistent with the best interests of fund shareholders. First,
the frequency with which this information is disclosed to the public, and the
length of time between the date of the information and the date on which the
information is disclosed, are selected to minimize the possibility of a third
party improperly benefiting from fund investment decisions to the detriment of
fund shareholders. Second, distribution of portfolio holdings information,
including compliance with the advisor's policies and the resolution of any
potential conflicts that may arise, is monitored quarterly. Finally, the funds'
Board of Directors exercises oversight of disclosure of the funds' portfolio
securities. The board has received and reviewed a summary of the advisor's
policy and is informed on a quarterly basis of any changes to or violations of
such policy detected during the prior quarter.

Neither the advisor nor the funds receive any compensation from any party for
the distribution of portfolio holdings information.

The advisor reserves the right to change its policies and procedures with
respect to the distribution of portfolio holdings information at any time. There
is no guarantee that these policies and procedures will protect the funds from
the potential misuse of holdings information by individuals or firms in
possession of such information.


------
33


THE FUNDS' PRINCIPAL SHAREHOLDERS

As of April 16, 2008, the following shareholders owned more than 5% of the
outstanding shares of a class of a fund. The table shows shares owned of record.
Beneficial ownership of which American Century Investments is aware appears in a
footnote to the table. Because Disciplined Growth 130/30 and Equity Growth
130/30 were not in operation as of April 16, 2008, they are not included in the
table below.

                                                                   PERCENTAGE
                                                                   OF
                                                                   OUTSTANDING
                                                                   SHARES
FUND/                                                              OWNED OF
CLASS         SHAREHOLDER                                          RECORD
--------------------------------------------------------------------------------
Disciplined Growth
--------------------------------------------------------------------------------
  Investor Class
              None
--------------------------------------------------------------------------------
  Institutional Class
              Trustees of American Century                         77%
              P/S & 401k Savings Plan & Trust
              Kansas City, Missouri

              JPMorgan Chase TR                                    23%
              American Century Executive
              Def Comp Plan Trust
              Kansas City, Missouri
--------------------------------------------------------------------------------
  A Class
              Charles Schwab & Co., Inc.                           85%
              San Francisco, California

              American Enterprise Investment Svcs                  5%
              Minneapolis, Minnesota
--------------------------------------------------------------------------------
  B Class
              American Century Investment Management, Inc.         100%(1)
              Kansas City, Missouri
--------------------------------------------------------------------------------
  C Class
              American Century Investment Management, Inc.         100%(1)
              Kansas City, Missouri
--------------------------------------------------------------------------------
  R Class
              American Century Investment Management, Inc.         100%(1)
              Kansas City, Missouri
--------------------------------------------------------------------------------
Equity Growth
--------------------------------------------------------------------------------
  Investor Class
              Charles Schwab & Co. Inc.                            17%
              San Francisco, California

              Massachusetts Mutual Life Insurance Co.              7%
              Springfield, Massachusetts
--------------------------------------------------------------------------------
  Institutional Class
              Northwestern Mutual Life                             27%
              Milwaukee, Wisconsin

              Mercer Trust Co TR FBO Bosch                         15%
              Savings Incentive Plan
              Norwood, Massachusetts

              JPMorgan Chase Bank Trustee                          14%
              Phelps Dodge Employee Savings Plan
              Kansas City, Missouri

              UBATCO & Co. FBO College Savings Group               8%
              Lincoln, Nebraska

              Fidelity FIIOC TR FBO Certain                        7%
              Employee Benefit Plans
              Covington, Kentucky
--------------------------------------------------------------------------------

(1)  SHARES OWNED OF RECORD AND BENEFICIALLY.

------
34


                                                                   PERCENTAGE
                                                                   OF
                                                                   OUTSTANDING
                                                                   SHARES
FUND/                                                              OWNED OF
CLASS         SHAREHOLDER                                          RECORD
--------------------------------------------------------------------------------
Equity Growth
--------------------------------------------------------------------------------
  A Class
              Charles Schwab & Co., Inc.                           20%
              San Francisco, California

              Saxon & Co. FBO VI Omnibus Account                   8%
              Philadelphia, Pennsylvania
--------------------------------------------------------------------------------
  B Class
              None
--------------------------------------------------------------------------------
  C Class
              Delaware Charter Guarantee & Trust                   11%
              FBO Various Qualified Plans
              Des Moines, Iowa

              Delaware Charter Guarantee & Trust                   10%
              FBO Principal FINL GRP Omnibqual
              Des Moines, Iowa
--------------------------------------------------------------------------------
  R Class
              Hartford Life Insurance Company                      45%
              Hartford, Connecticut

              Lynne Fagan Gwilm Parry Tessa                        18%
              Cholmondeley FBO Medical Associates
              of Reston 401K Plan
              Ridgeland, Mississippi

              MG Trust Company Cust FBO Fairgrounds                17%
              Family Physicians 401k
              Denver, Colorado

              Citistreet Retirement Svcs                           14%
              Citigroup Institutional Trust
              Somerset, New Jersey
--------------------------------------------------------------------------------
Global Gold
--------------------------------------------------------------------------------
  Investor Class
              Charles Schwab & Co., Inc.                           16%
              San Francisco, California

              National Financial Services Corp.                    6%
              New York, New York
--------------------------------------------------------------------------------
  Institutional Class
              Trustees of American Century P/S                     81%
              & 401K Savings Plan & Trust
              Kansas City, Missouri

              JPMorgan Chase TR American Century                   18%
              Def Comp Plan Trust
              Kansas City, Missouri
--------------------------------------------------------------------------------
  A Class
              Delaware Charter Guarantee & Trust                   31%
              FBO Principal Fin Grp Omnibqual
              Des Moines, Iowa

              Delaware Charter Guarantee & Trust                    7%
              FBO Various Qualified Plans
              Des Moines, Iowa

              Charles Schwab & Co., Inc.                           6%
              San Francisco, California
--------------------------------------------------------------------------------
  B Class
              I.R.A. Marvin F. Estes                               40%(1)
              Lansing, Michigan

              American Century Investment Management, Inc.         27%(1)
              Kansas City, Missouri

              Pershing LLC                                         26%
              Jersey City, New Jersey
--------------------------------------------------------------------------------

(1)  SHARES OWNED OF RECORD AND BENEFICIALLY.


------
35


                                                                  PERCENTAGE
                                                                  OF
                                                                  OUTSTANDING
                                                                  SHARES
FUND/                                                             OWNED OF
CLASS        SHAREHOLDER                                          RECORD
--------------------------------------------------------------------------------
Global Gold
--------------------------------------------------------------------------------
  C Class
             American Century Investment Management, Inc.         15%(1)
             Kansas City, Missouri

             UBS Financial Services Inc.                          12%(1)
             FBO Robert L. Brooks and
             Francine E. Brooks, as TTEES
             of the Francine E. Brooks Trust
             Redding, California

             Pershing LLC                                         10%
             Jersey City, New Jersey

             AG Edwards & Sons Cust                               9%(1)
             FBO Nelson K. Miller IRA
             Monticello, Illinois

             LPL Financial Services                               8%
             San Diego, California

             Edward D. Jones & Co Cust                            8%(1)
             FBO Gail S. McClintock IRA
             Douglass, Texas

             UBS Financial Services Inc.                          8%(1)
             FBO RE & SM Melvard Co-TEES
             Richard E. & Shirley M. Melvard UA 12/01/1989
             Buffalo, Wyoming

             American Enterprise Investment Svcs                  7%
             Minneapolis, Minnesota
--------------------------------------------------------------------------------
  R Class
             American Century Investment Management, Inc.         100%(1)
             Kansas City, Missouri
--------------------------------------------------------------------------------
Income & Growth
--------------------------------------------------------------------------------
  Investor Class
             Charles Schwab & Co. Inc.                            13%
             San Francisco, California
--------------------------------------------------------------------------------
  Institutional Class
             JPMorgan Chase Bank Trustee Phelps                   12%
             Dodge Employee Savings Plan
             Kansas City, Missouri

             JPMorgan Chase Bank Trustee                          9%
              Aurora Health Care Inc.
             Kansas City, Missouri

             JPMorgan Chase Bank Trustee                          8%
             Allergan, Inc. Savings and Investment Plan
             Kansas City, Missouri

             Wachovia Bank                                        7%
             Charlotte, North Carolina

             JPMorgan Chase Bank Trustee                          6%
             Black & Veatch Employee Savings Plan
             Kansas City, Missouri

             Mercer Trust Co TR                                   5%
             FBO Arch Coal Employee Thrift Plan
             Norwood, Massachusetts
--------------------------------------------------------------------------------
  A Class
             Nationwide Insurance Company QPVA                    17%
             Columbus, Ohio

             Nationwide Trust Company FSB                         15%
             Columbus, Ohio

             Wells Fargo Bank NA FBO RPS                          11%
             American Century Income & Growth
             Minneapolis, Minnesota

             State Street Bank FBO ADP Daily Val                  8%
             North Quincy, Massachusetts
--------------------------------------------------------------------------------

(1)  SHARES OWNED OF RECORD AND BENEFICIALLY.


------
36


                                                             PERCENTAGE OF
FUND/                                                        OUTSTANDING SHARES
CLASS     SHAREHOLDER                                        OWNED OF RECORD
--------------------------------------------------------------------------------
Income & Growth
--------------------------------------------------------------------------------
  B Class
          American Century Investment Management Inc.        83%(1)
          Kansas City, Missouri

          NFS LLC FEBO JPMorgan Chase Bank                   17%(1)
          Trad IRA R/O Cus IRA of Robert O. Slonaker
          Newark, Ohio
--------------------------------------------------------------------------------
  C Class
          Pershing LLC                                       6%
          Jersey City, New Jersey

          NFS LLC FEBO NFS/FMTC IRA R/O                      6%(1)
          FBO Patricia B. Mackinnon
          Ventnor City, New Jersey

          Raymond James & Assoc Inc.                         6%(1)
          FBO Marie Bailey Bin #47367136
          St. Petersburg, Florida
--------------------------------------------------------------------------------
  R Class
          MLPF&S                                             57%
          Jacksonville, Florida

          GPC as Agent for MFS Heritage Trust Company        10%
          FBO Alpha Solutions Corporation EE Plan
          Atlanta, Georgia

          MG Trust Cust FBO Datavision SVP                   8%
          Denver, Colorado

          Union Bank of California TR Nominee                6%
          FBO RSG Securities 457/403(B) Plan/Omnibus A/C
          San Diego, California

          MG Trust Lifecare Home Svcs of NW PA Retir         6%
          Denver, Colorado
--------------------------------------------------------------------------------
International Core Equity
--------------------------------------------------------------------------------
  Investor Class
          American Century Investment Management, Inc.       45%(1)
          Kansas City, Missouri
--------------------------------------------------------------------------------
  Institutional Class
          American Century Investment Management, Inc.       78%(1)
          Kansas City, Missouri

          Trustees of American Century P/S                   15%
          & 401K Savings Plan & Trust
          Kansas City, Missouri

          JPMorgan Chase TR American Century Executive       7%
          Def Comp Plan Trust
          Kansas City, Missouri
--------------------------------------------------------------------------------
  A Class
          American Century Investment Management, Inc.       84%(1)
          Kansas City, Missouri
--------------------------------------------------------------------------------

(1)  SHARES OWNED OF RECORD AND BENEFICIALLY.


------
37


                                                                   PERCENTAGE
                                                                   OF
                                                                   OUTSTANDING
                                                                   SHARES
FUND/                                                              OWNED OF
CLASS    SHAREHOLDER                                               RECORD
--------------------------------------------------------------------------------
International Core Equity
--------------------------------------------------------------------------------
  B Class
         American Century Investment Management, Inc.              92%(1)
         Kansas City, Missouri

         MLPF&S                                                    7%
         Jacksonville, Florida
--------------------------------------------------------------------------------
  C Class
         American Century Investment Management, Inc.              90%(1)
         Kansas City, Missouri
--------------------------------------------------------------------------------
  R Class
         American Century Investment Management, Inc.              99.87%(1)
         Kansas City, Missouri
--------------------------------------------------------------------------------
Long-Short Equity
--------------------------------------------------------------------------------
  Investor Class
         National Financial Services Corp.                         28%
         New York, New York

         MLPF&S                                                    25%
         Jacksonville, Florida

         Charles Schwab & Co., Inc.                                16%
         San Francisco, California

         I.R.A.-Rollover Robert T. Jackson                         6%(1)
         Naples, Florida
--------------------------------------------------------------------------------
  Institutional Class
         Prudential Investment Mgmt Svc FBO Mutual Fund Clients    34%
         Newark, New Jersey

         Trustees of American Century                              32%
         P/S & 401k Savings Plan & Trust
         Kansas City, Missouri

         JPMorgan Chase TR American Century Executive              14%
         Def Comp Plan Trust
         Kansas City, Missouri

         Charles Schwab & Co., Inc.                                13%
         San Francisco, California

         National Financial Services Corp                          6%
         New York, New York
--------------------------------------------------------------------------------
  A Class
         Charles Schwab & Co, Inc.                                 77%
         San Francisco, California
--------------------------------------------------------------------------------
  B Class
         MLPF&S                                                    31%
         Jacksonville, Florida
--------------------------------------------------------------------------------
  C Class
         MLPF&S                                                    40%
         Jacksonville, Florida
--------------------------------------------------------------------------------

(1)  SHARES OWNED OF RECORD AND BENEFICIALLY.


------
38


                                                             PERCENTAGE OF
FUND/                                                        OUTSTANDING SHARES
CLASS   SHAREHOLDER                                          OWNED OF RECORD
--------------------------------------------------------------------------------
Long-Short Equity
--------------------------------------------------------------------------------
  R Class
        American Century Investment Management, Inc.         79%(1)
        Kansas City, Missouri

        MG Trust Company as Agent for Frontier Trust Co as   18%
        TR Dearborn Midwest Conveyor Co 401K
        Fargo, North Dakota
--------------------------------------------------------------------------------
NT Equity Growth
--------------------------------------------------------------------------------
  Institutional Class
        American Century Serv Port                           32%(1)
        LIVESTRONG(TM) 2025 Portfolio
        NT Equity Growth Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           23%(1)
        LIVESTRONG(TM) 2015 Portfolio
        NT Equity Growth Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           21%(1)
        LIVESTRONG(TM) 2035 Portfolio
        NT Equity Growth Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           16%(1)
        LIVESTRONG(TM) 2045 Portfolio
        NT Equity Growth Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           8%(1)
        LIVESTRONG(TM) Income Portfolio
        NT Equity Growth Omnibus
        Kansas City, Missouri
--------------------------------------------------------------------------------
NT Small Company
--------------------------------------------------------------------------------
  Institutional Class
        American Century Serv Port                           36%(1)
        LIVESTRONG(TM) 2025 Portfolio
        NT Small Company Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           24%(1)
        LIVESTRONG(TM) 2035 Portfolio
        NT Small Company Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           20%(1)
        LIVESTRONG(TM) 2045 Portfolio
        NT Small Company Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           15%(1)
        LIVESTRONG(TM) 2015 Portfolio
        NT Small Company Omnibus
        Kansas City, Missouri

        American Century Serv Corp                           5%(1)
        LIVESTRONG(TM) Income Portfolio
        NT Small Company Omnibus
        Kansas City, Missouri
--------------------------------------------------------------------------------
Small Company
--------------------------------------------------------------------------------
  Investor Class
        Wells Fargo Bank NA                                  12%
        FBO ITT Industries Inv & Savings
        For Salaried Employees
        Minneapolis, Minnesota

        Charles Schwab & Co. Inc.                            11%
        San Francisco, California
--------------------------------------------------------------------------------

(1)  SHARES OWNED OF RECORD AND BENEFICIALLY.


------
39


                                                                  PERCENTAGE
                                                                  OF
                                                                  OUTSTANDING
                                                                  SHARES
FUND/                                                             OWNED OF
CLASS   SHAREHOLDER                                               RECORD
--------------------------------------------------------------------------------
Small Company
--------------------------------------------------------------------------------
  Investor Class
        Fidelity FIIOC TR FBO Certain Employee Benefit Plans      7%
        Covington, Kentucky
--------------------------------------------------------------------------------
  Institutional Class
        JPMorgan Chase Bank Trustee Koch Industries               18%
        Employee Savings Plan
        Kansas City, Missouri

        Kenneth E. Goodman William B. Sparks                      16%
        TR Forest Laboratories Inc.
        New York, New York

        Fidelity FIIOC TR FBO Certain Employee Benefit Plans      9%
        Covington, Kentucky

        Nationwide Trust Company FSB Trust                        9%
        FBO Participating Retirement Plans TPA-NTC
        Columbus, Ohio

        JPMorgan as Directed Trustee                              9%
        FBO Mastercard Intl Pension Plan Trust
        New York, New York

        Citibank NA Trustee FBO Rowan Companies Pension Plan      8%
        New York, New York
--------------------------------------------------------------------------------
  R Class
        MG Trust Lifecare Home Svcs of NW PA Retirement           64%
        Denver, Colorado

        Charles Schwab & Co Inc                                   24%
        San Francisco, California

        State Street Bank Trust Co Cust                           10%
        for Various Symetra Retirement Plans
        Kansas City, Missouri
--------------------------------------------------------------------------------
  Advisor Class
        John Hancock Life Ins Co. USA RPS                         28%
        Seg. Funds & Accounting ET-7
        Boston, Massachusetts

        Nationwide Trust Company FSB                              27%
        Columbus, Ohio

        American Century Serv Corp Schwab - Aggressive            9%
        Small Company Advisor Omnibus
        Kansas City, Missouri

        American Century Serv Corp Schwab-Moderately Aggressive   8%
        Small Company Advisor Omnibus
        Kansas City, Missouri
--------------------------------------------------------------------------------
Utilities
--------------------------------------------------------------------------------
  Investor Class
        Charles Schwab & Co. Inc.                                 22%
        San Francisco, California

        National Financial Services Corp                          5%
        New York, New York
--------------------------------------------------------------------------------

The funds are unaware of any other shareholders, beneficial or of record, who
own more than 5% of any class of a fund's outstanding shares. The funds are
unaware of any other shareholders, beneficial or of record, who own more than
25% of the voting securities of the corporation. A shareholder owning of record
or beneficially more than 25% of the corporation's outstanding shares may be
considered a


------
40


controlling person. The vote of any such person could have a more significant
effect on matters presented at a shareholders' meeting than votes of other
shareholders. As of April 16, 2008, the officers and directors of the funds, as
a group, owned less than 1% of any class of a fund's outstanding shares.

SERVICE PROVIDERS

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

ACIM, ACS and ACIS are wholly owned, directly or indirectly, by ACC. James E.
Stowers, Jr. controls ACC by virtue of his ownership of a majority of its voting
stock.

INVESTMENT ADVISOR

American Century Investment Management, Inc. (ACIM) serves as the investment
advisor for each of the funds. A description of the responsibilities of the
advisor appears in each prospectus under the heading MANAGEMENT.

For the services provided to each fund, the advisor receives a unified
management fee based on a percentage of the net assets of each fund. For more
information about the unified management fee, see THE INVESTMENT ADVISOR under
the heading MANAGEMENT in each fund's prospectus. The annual rate at which this
fee is assessed is determined daily in a multi-step process. First, each of the
corporation's funds is categorized according to the broad asset class in which
it invests (e.g., money market, bond or equity), and the assets of the funds in
each category are totaled (Fund Category Assets). Second, the assets are totaled
for certain other accounts managed by the advisor (Other Account Category
Assets). To be included, these accounts must have the same management team and
investment objective as a fund in the same category with the same Board of
Directors as the corporation. Together, the Fund Category Assets and the Other
Account Category Assets comprise the "Investment Category Assets." The
Investment Category Fee Rate is then calculated by applying a fund's Investment
Category Fee Schedule to the Investment Category Assets and dividing the result
by the Investment Category Assets. Finally, a separate Complex Fee Schedule is
applied to the assets of all of the funds in the American Century family of
funds (the Complex Assets), and the Complex Fee Rate is calculated based on the
resulting total. The Investment Category Fee Rate and the Complex Fee Rate are
then added to determine the Management Fee Rate payable by a class of the fund
to the advisor.

For purposes of determining the assets that comprise the Fund Category Assets,
Other Account Category Assets and Complex Assets, the assets of registered
investment companies managed by the advisor that invest primarily in the shares
of other registered investment companies shall not be included.

The schedules by which the unified management fee is determined are shown below.


INVESTMENT CATEGORY FEE SCHEDULE FOR:
EQUITY GROWTH, GLOBAL GOLD, INCOME & GROWTH, NT EQUITY GROWTH AND UTILITIES
--------------------------------------------------------------------------------
CATEGORY ASSETS                                                         FEE RATE
--------------------------------------------------------------------------------
First $1 billion                                                        0.5200%
--------------------------------------------------------------------------------
Next $5 billion                                                         0.4600%
--------------------------------------------------------------------------------
Next $15 billion                                                        0.4160%
--------------------------------------------------------------------------------
Next $25 billion                                                        0.3690%
--------------------------------------------------------------------------------
Next $50 billion                                                        0.3420%
--------------------------------------------------------------------------------
Next $150 billion                                                       0.3390%
--------------------------------------------------------------------------------
Thereafter                                                              0.3380%
--------------------------------------------------------------------------------


------
41


INVESTMENT CATEGORY FEE SCHEDULE FOR: DISCIPLINED GROWTH
--------------------------------------------------------------------------------
CATEGORY ASSETS                                                         FEE RATE
--------------------------------------------------------------------------------
First $1 billion                                                        0.8700%
--------------------------------------------------------------------------------
Next $5 billion                                                         0.8100%
--------------------------------------------------------------------------------
Next $15 billion                                                        0.7660%
--------------------------------------------------------------------------------
Next $25 billion                                                        0.7190%
--------------------------------------------------------------------------------
Next $50 billion                                                        0.6920%
--------------------------------------------------------------------------------
Next $150 billion                                                       0.6890%
--------------------------------------------------------------------------------
Thereafter                                                              0.6880%
--------------------------------------------------------------------------------

INVESTMENT CATEGORY FEE SCHEDULE FOR: LONG-SHORT EQUITY
--------------------------------------------------------------------------------
CATEGORY ASSETS                                                         FEE RATE
--------------------------------------------------------------------------------
First $1 billion                                                        1.2300%
--------------------------------------------------------------------------------
Next $5 billion                                                         1.1700%
--------------------------------------------------------------------------------
Next $15 billion                                                        1.1260%
--------------------------------------------------------------------------------
Next $25 billion                                                        1.0790%
--------------------------------------------------------------------------------
Next $50 billion                                                        1.0520%
--------------------------------------------------------------------------------
Next $150 billion                                                       1.0490%
--------------------------------------------------------------------------------
Thereafter                                                              1.0480%
--------------------------------------------------------------------------------

INVESTMENT CATEGORY FEE SCHEDULE FOR: NT SMALL COMPANY AND SMALL COMPANY
--------------------------------------------------------------------------------
CATEGORY ASSETS                                                         FEE RATE
--------------------------------------------------------------------------------
First $1 billion                                                        0.7200%
--------------------------------------------------------------------------------
Next $5 billion                                                         0.6600%
--------------------------------------------------------------------------------
Next $15 billion                                                        0.6160%
--------------------------------------------------------------------------------
Next $25 billion                                                        0.5690%
--------------------------------------------------------------------------------
Next $50 billion                                                        0.5420%
--------------------------------------------------------------------------------
Next $150 billion                                                       0.5390%
--------------------------------------------------------------------------------
Thereafter                                                              0.5380%
--------------------------------------------------------------------------------

INVESTMENT CATEGORY FEE SCHEDULE FOR: INTERNATIONAL CORE EQUITY
--------------------------------------------------------------------------------
CATEGORY ASSETS                                                         FEE RATE
--------------------------------------------------------------------------------
First $1 billion                                                        1.0000%
--------------------------------------------------------------------------------
Next $5 billion                                                         0.9400%
--------------------------------------------------------------------------------
Next $15 billion                                                        0.8960%
--------------------------------------------------------------------------------
Next $25 billion                                                        0.8490%
--------------------------------------------------------------------------------
Next $50 billion                                                        0.8220%
--------------------------------------------------------------------------------
Next $150 billion                                                       0.8190%
--------------------------------------------------------------------------------
Thereafter                                                              0.8180%
--------------------------------------------------------------------------------

INVESTMENT CATEGORY FEE SCHEDULE FOR:  DISCIPLINED GROWTH 130/30
--------------------------------------------------------------------------------
CATEGORY ASSETS                                                         FEE RATE
--------------------------------------------------------------------------------
First $1 billion                                                        1.3000%
--------------------------------------------------------------------------------
Next $5 billion                                                         1.2400%
--------------------------------------------------------------------------------
Next $15 billion                                                        1.1960%
--------------------------------------------------------------------------------
Next $25 billion                                                        1.1490%
--------------------------------------------------------------------------------
Next $50 billion                                                        1.1220%
--------------------------------------------------------------------------------
Next $150 billion                                                       1.1190%
--------------------------------------------------------------------------------
Thereafter                                                              1.1180%
--------------------------------------------------------------------------------


------
42


INVESTMENT CATEGORY FEE SCHEDULE FOR:  EQUITY GROWTH 130/30
--------------------------------------------------------------------------------
CATEGORY ASSETS                                                         FEE RATE
--------------------------------------------------------------------------------
First $1 billion                                                        1.1500%
--------------------------------------------------------------------------------
Next $5 billion                                                         1.0900%
--------------------------------------------------------------------------------
Next $15 billion                                                        1.0460%
--------------------------------------------------------------------------------
Next $25 billion                                                        0.9990%
--------------------------------------------------------------------------------
Next $50 billion                                                        0.9720%
--------------------------------------------------------------------------------
Next $150 billion                                                       0.9690%
--------------------------------------------------------------------------------
Thereafter                                                              0.9680%
--------------------------------------------------------------------------------

The Complex Fee is determined according to the schedule below.

                            INVESTOR, A, B, C,
                            R AND ADVISOR CLASSES           INSTITUTIONAL CLASS
COMPLEX ASSETS              FEE RATE                        FEE RATE
--------------------------------------------------------------------------------
First $2.5 billion          0.3100%                         0.1100%
--------------------------------------------------------------------------------
Next $7.5 billion           0.3000%                         0.1000%
--------------------------------------------------------------------------------
Next $15 billion            0.2985%                         0.0985%
--------------------------------------------------------------------------------
Next $25 billion            0.2970%                         0.0970%
--------------------------------------------------------------------------------
Next $25 billion            0.2870%                         0.0870%
--------------------------------------------------------------------------------
Next $25 billion            0.2800%                         0.0800%
--------------------------------------------------------------------------------
Next $25 billion            0.2700%                         0.0700%
--------------------------------------------------------------------------------
Next $25 billion            0.2650%                         0.0650%
--------------------------------------------------------------------------------
Next $25 billion            0.2600%                         0.0600%
--------------------------------------------------------------------------------
Next $25 billion            0.2550%                         0.0550%
--------------------------------------------------------------------------------
Thereafter                  0.2500%                         0.0500%
--------------------------------------------------------------------------------

On each calendar day, each class of each fund accrues a management fee that
is equal to the class's Management Fee Rate times the net assets of the class
divided by 365 (366 in leap years). On the first business day of each month, the
funds pay a management fee to the advisor for the previous month. The fee for
the previous month is the sum of the calculated daily fees for each class of a
fund during the previous month.

The management agreement between the corporation and the advisor 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 fund 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 a majority of outstanding
     shareholder votes (as defined in the Investment Company Act); and

(2)  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 states that the funds' Board of Directors or a majority
of outstanding shareholder votes may terminate the management agreement at any
time without payment of any penalty on 60 days' written notice to the advisor.
The management agreement shall be automatically terminated if it is assigned.

The management agreement states that the advisor shall not be liable to the
funds or their 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, render services to others
and devote time and attention to any other business whether of a similar or
dissimilar nature.


------
43


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 funds. A
particular security may be bought for one client or fund on the same day it is
sold for another client or fund, and a client or fund may hold a short position
in a particular security at the same time another client or fund holds a long
position. In addition, purchases or sales of the same security may be made for
two or more clients or funds on the same date. The advisor has adopted
procedures designed to ensure such transactions will be allocated among clients
and funds 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 such aggregation
provides the best execution for the funds. The Board of Directors has approved
the policy of the advisor with respect to the aggregation of portfolio
transactions. To the extent equity trades are aggregated, shares purchased or
sold are generally allocated to the participating portfolios pro rata based on
order size. 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, the terms of the management agreement, and any
other appropriate considerations. The advisor receives no additional
compensation or remuneration as a result of such aggregation. Because the short
sales and purchases to close such short sales of Disciplined Growth 130/30,
Equity Growth 130/30 and Long-Short Equity are executed through Goldman, Sachs &
Co., such transactions are not aggregated with transactions of the other funds
or those of the advisor's other clients.

Except as otherwise noted, unified management fees incurred by each fund for the
six-month fiscal period ended June 30, 2007, and the fiscal periods ended
December 31, 2006, 2005 and 2004 are indicated in the following table. Because
Disciplined Growth 130/30 and Equity Growth 130/30 were not in operation as of
June 30, 2007, they are not included in the table below.

FUND              2007              2006           2005           2004
--------------------------------------------------------------------------------
Disciplined       $136,705(1)       $153,961       $18,923(2)     N/A
Growth
--------------------------------------------------------------------------------
Equity            $10,735,496(1)    $18,079,022    $12,890,226    $10,029,000
Growth
--------------------------------------------------------------------------------
Global Gold       $3,390,078(1)     $6,605,608     $4,271,332     $4,504,373
--------------------------------------------------------------------------------
Income &          $14,238,423(1)    $28,622,915    $30,378,534    $30,576,000
Growth
--------------------------------------------------------------------------------
International     $44,950(3)        N/A            N/A            N/A
Core Equity
--------------------------------------------------------------------------------
Long-Short        $847,019(1)       $339,309       $10,027(2)     N/A
Equity
--------------------------------------------------------------------------------
NT Equity         $188,296(1)       $173,527(4)    N/A            N/A
Growth
--------------------------------------------------------------------------------
NT Small          $69,411(1)        $62,693(4)     N/A            N/A
Company
--------------------------------------------------------------------------------
Small             $6,390,839(1)     $14,058,828    $13,608,887    $8,507,000
Company
--------------------------------------------------------------------------------
Utilities         $1,417,820(1)     $1,886,751     $1,826,154     $1,027,452
--------------------------------------------------------------------------------

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD. FOR THE YEARS BEFORE 2007, THE FUNDS' FISCAL YEAR END
     WAS DECEMBER 31.

(2)  FEES ACCRUED FROM SEPTEMBER 30, 2005 (INCEPTION) THROUGH DECEMBER 31,
     2005.

(3)  FEES ACCRUED FROM NOVEMBER 30, 2006 (INCEPTION) THROUGH JUNE 30, 2007.

(4)  FEES ACCRUED FROM MAY 12, 2006 (INCEPTION) THROUGH DECEMBER 31, 2006.


------
44


PORTFOLIO MANAGERS

Accounts Managed

The portfolio managers also may be responsible for the day-to-day management of
various accounts, as indicated by the following table. None of these accounts
has an advisory fee based on the performance of the account.

ACCOUNTS MANAGED (AS OF JUNE 30, 2007)
--------------------------------------------------------------------------------
                           REGISTERED
                           INVESTMENT                            OTHER
                           COMPANIES (E.G.,                      ACCOUNTS (E.G.,
                           AMERICAN                              SEPARATE
                           CENTURY              OTHER POOLED     ACCOUNTS AND
                           INVESTMENTS          INVESTMENT       CORPORATE
                           FUNDS AND            VEHICLES (E.G.,  ACCOUNTS,
                           AMERICAN             COMMINGLED       INCLUDING
                           CENTURY              TRUSTS           INCUBATION
                           INVESTMENTS -        AND 529          STRATEGIES AND
                           SUBADVISED           EDUCATION        CORPORATE
                           FUNDS)               SAVINGS PLANS)   MONEY)
--------------------------------------------------------------------------------
Kurt          Number of    7                    0                2
Borgwardt     Accounts
              ------------------------------------------------------------------
              Assets       $6,230,580,959(1)    N/A              $4,522,743
--------------------------------------------------------------------------------
Brian         Number of    8                    1                2
Ertley        Accounts
              ------------------------------------------------------------------
              Assets       $2,356,350,692(2)    $67,285,166      $264,664,279
--------------------------------------------------------------------------------
Melissa       Number of    6                    1                2
Fong(3)       Accounts
              ------------------------------------------------------------------
              Assets       $2,085,666,882(4)    $71,676,766      $213,750,421
--------------------------------------------------------------------------------
William       Number of    6                    1                2
Martin        Accounts
              ------------------------------------------------------------------
              Assets       $5,635,507,120(5)    $52,786,441      $16,434,743
--------------------------------------------------------------------------------
Claudia       Number of    0                    0                2
Musat(3)      Accounts
              ------------------------------------------------------------------
              Assets       N/A                  N/A              $4,053,818
--------------------------------------------------------------------------------
Lynette       Number of    6                    0                0
Pang          Accounts
              ------------------------------------------------------------------
              Assets       $1,457,079,088(6)    N/A              N/A
--------------------------------------------------------------------------------
John          Number of    8                    0                1
Schniedwind   Accounts
              ------------------------------------------------------------------
              Assets       $6,574,953,130(7)    N/A              $4,501,006
--------------------------------------------------------------------------------
Joseph B.     Number of    2                    0                0
Sterling      Accounts
              ------------------------------------------------------------------
              Assets       $1,464,515,194(8)    N/A              N/A
--------------------------------------------------------------------------------
Wilhelmine    Number of    7                    1                2
von Turk      Accounts
              ------------------------------------------------------------------
              Assets       $2,324,758,821(9)    $67,285,166      $264,664,279
--------------------------------------------------------------------------------
Thomas P.     Number of    11                   2                3
Vaiana        Accounts
              ------------------------------------------------------------------
              Assets       $6,973,772,061(10)   $120,071,607     $278,837,393
--------------------------------------------------------------------------------
Zili Zhang    Number of    8                    0                2
              Accounts
              ------------------------------------------------------------------
              Assets       $6,238,150,105(11)   N/A              $6,762,120
--------------------------------------------------------------------------------

(1)  INCLUDES $4,632,283,582 IN INCOME & GROWTH AND $172,810,160 IN
     LONG-SHORT EQUITY.

(2)  INCLUDES $31,591,871 IN DISCIPLINED GROWTH, $23,768,079 IN NT SMALL
     COMPANY AND $1,656,485,147 IN SMALL COMPANY.

(3)  MS. MUSAT AND MS. FONG BECAME PORTFOLIO MANAGERS ON FEBRUARY 15, 2008.
     INFORMATION IS PROVIDED AS OF FEBRUARY 15, 2008.

(4)  INCLUDES $1,579,437,434 IN NT SMALL COMPANY AND $506,229,448 IN SMALL
     COMPANY.

(5)  INCLUDES $31,591,871 IN DISCIPLINED GROWTH, $3,701,238,441 IN EQUITY
     GROWTH, $954,902,009 IN GLOBAL GOLD AND $91,849,523 IN NT EQUITY GROWTH.

(6)  INCLUDES $31,591,871 IN DISCIPLINED GROWTH.

(7)  INCLUDES $4,632,283,582 IN INCOME & GROWTH, $7,569,146 IN
     INTERNATIONAL CORE EQUITY AND $509,613,185 IN UTILITIES.

(8)  INCLUDES $954,902,009 IN GLOBAL GOLD AND $509,613,185 IN UTILITIES.

(9)  INCLUDES $23,768,079 IN NT SMALL COMPANY AND $1,656,485,147 IN SMALL
     COMPANY.

(10) INCLUDES $3,701,238,441 IN EQUITY GROWTH, $91,849,523 IN NT EQUITY
     GROWTH, $23,768,079 IN NT SMALL COMPANY AND $1,656,485,147 IN SMALL
     COMPANY.

(11) INCLUDES $4,632,283,582 IN INCOME & GROWTH, $7,569,146 IN
     INTERNATIONAL CORE EQUITY AND $172,810,160 IN LONG-SHORT EQUITY.


------
45


Potential Conflicts of Interest

Certain conflicts of interest may arise in connection with the management of
multiple portfolios. Potential conflicts include, for example, conflicts among
investment strategies and conflicts in the allocation of investment
opportunities. American Century Investments has adopted policies and procedures
that are designed to minimize the effects of these conflicts.

Responsibility for managing American Century Investments client portfolios is
organized according to investment discipline. Investment disciplines include,
for example, quantitative equity, small- and mid-cap growth, large-cap growth,
value, international, fixed income, asset allocation, and sector funds. Within
each discipline are one or more portfolio teams responsible for managing
specific client portfolios. Generally, client portfolios with similar strategies
are managed by the same team using the same objective, approach, and philosophy.
Accordingly, portfolio holdings, position sizes, and industry and sector
exposures tend to be similar across similar portfolios, which minimizes the
potential for conflicts of interest.

For each investment strategy, one portfolio is generally designated as the
"policy portfolio." Other portfolios with similar investment objectives,
guidelines and restrictions, if any, are referred to as "tracking portfolios."
When managing policy and tracking portfolios, a portfolio team typically
purchases and sells securities across all portfolios that the team manages.
American Century Investments' trading systems include various order entry
programs that assist in the management of multiple portfolios, such as the
ability to purchase or sell the same relative amount of one security across
several funds. In some cases a tracking portfolio may have additional
restrictions or limitations that cause it to be managed separately from the
policy portfolio. Portfolio managers make purchase and sale decisions for such
portfolios alongside the policy portfolio to the extent the overlap is
appropriate, and separately, if the overlap is not.

American Century Investments may aggregate orders to purchase or sell the same
security for multiple portfolios when it believes such aggregation is consistent
with its duty to seek best execution on behalf of its clients. Orders of certain
client portfolios may, by investment restriction or otherwise, be determined not
available for aggregation. American Century Investments has adopted policies and
procedures to minimize the risk that a client portfolio could be systematically
advantaged or disadvantaged in connection with the aggregation of orders. To the
extent equity trades are aggregated, shares purchased or sold are generally
allocated to the participating portfolios pro rata based on order size. Because
initial public offerings (IPOs) are usually available in limited supply and in
amounts too small to permit across-the-board pro rata allocations, American
Century Investments has adopted special procedures designed to promote a fair
and equitable allocation of IPO securities among clients over time. Fixed income
securities transactions are not executed through a centralized trading desk.
Instead, portfolio teams are responsible for executing trades with
broker/dealers in a predominantly dealer marketplace. Trade allocation decisions
are made by the portfolio manager at the time of trade execution and orders
entered on the fixed income order management system.

Finally, investment of American Century Investments' corporate assets in
proprietary accounts may raise additional conflicts of interest. To mitigate
these potential conflicts of interest, American Century Investments has adopted
policies and procedures intended to provide that trading in proprietary accounts
is performed in a manner that does not give improper advantage to American
Century Investments to the detriment of client portfolios.

Compensation

American Century Investments portfolio manager compensation is structured to
align the interests of portfolio managers with those of the shareholders whose
assets they manage. For the fiscal year ended June 30, 2007, it included the
components described below, each of which is determined with reference to a
number of factors such as overall performance, market competition, and internal
equity. Compensation is not directly tied to the value of assets held in client
portfolios.


------
46


Base Salary

Portfolio managers receive base pay in the form of a fixed annual salary.

Bonus

A significant portion of portfolio manager compensation takes the form of an
annual incentive bonus tied to performance. Bonus payments are determined by a
combination of factors. One factor is fund investment performance. Fund
investment performance is generally measured by a combination of one- and
three-year pre-tax performance relative to various benchmarks and/or
internally-customized peer groups, such as those indicated below. The
performance comparison periods may be adjusted based on a fund's inception date
or a portfolio manager's tenure on the fund.

FUND                       BENCHMARK                     PEER GROUP (1)
--------------------------------------------------------------------------------
Disciplined Growth         Russell 1000® Growth Index    Morningstar-Large
                                                         Cap Growth
--------------------------------------------------------------------------------
Equity Growth              S&P 500® Index                Morningstar-Large Blend
--------------------------------------------------------------------------------
Global Gold                Custom Benchmark-             Lipper-Specialty
                           rebalanced quarterly          Funds, Gold
--------------------------------------------------------------------------------
Income & Growth            S&P 500® Index                Morningstar-Large Value
--------------------------------------------------------------------------------
International Core Equity  MSCI EAFE Index               Morningstar-Foreign
                                                         Large Cap Blend
--------------------------------------------------------------------------------
Long-Short Equity          Citigroup 3 Month             Lipper-Equity Market
                           Treasury Bill                 Neutral Funds
--------------------------------------------------------------------------------
NT Equity Growth(2)        N/A                           N/A
--------------------------------------------------------------------------------
NT Small Company(2)        N/A                           N/A
--------------------------------------------------------------------------------
Small Company              S&P 600 Small Cap Index       Morningstar-Small Blend
--------------------------------------------------------------------------------
Utilities                  Custom Benchmark-             Lipper-Specialty
                           rebalanced semiannually       Funds, Utility
--------------------------------------------------------------------------------

(1)  CUSTOM PEER GROUPS ARE CONSTRUCTED USING ALL THE FUNDS IN THE
     INDICATED CATEGORIES AS A STARTING POINT. FUNDS ARE THEN ELIMINATED FROM
     THE PEER GROUP BASED ON A STANDARDIZED METHODOLOGY DESIGNED TO RESULT IN A
     FINAL PEER GROUP THAT IS BOTH MORE STABLE (I.E., HAS LESS PEER TURNOVER)
     OVER THE LONG TERM AND THAT MORE CLOSELY REPRESENTS THE FUND'S TRUE PEERS
     BASED ON INTERNAL INVESTMENT MANDATES.

(2)  PERFORMANCE OF "NT" FUNDS IS NOT SEPARATELY CONSIDERED IN DETERMINING
     PORTFOLIO MANAGER COMPENSATION.

Portfolio managers may have responsibility for multiple American Century
Investments mutual funds. In such cases, the performance of each is assigned a
percentage weight appropriate for the portfolio manager's relative levels of
responsibility. Portfolio managers also may have responsibility for other types
of similarly managed portfolios. If the performance of a similarly managed
account is considered for purposes of compensation, it is either measured in the
same way as a comparable American Century Investments mutual fund (i.e.,
relative to the performance of a benchmark and/or peer group) or relative to the
performance of such mutual fund.

A second factor in the bonus calculation relates to the performance of a number
of American Century Investments funds managed according to one of the following
investment styles: U.S. growth, U.S. value, international and fixed-income.
Performance is measured for each product individually as described above and
then combined to create an overall composite for the product group. These
composites may measure one-year performance (equal weighted) or a combination of
one- and three-year performance (equal or asset weighted) depending on the
portfolio manager's responsibilities and products managed. This feature is
designed to encourage effective teamwork among portfolio management teams in
achieving long-term investment success for similarly styled portfolios.

A portion of portfolio managers' bonuses may be tied to individual performance
goals, such as research projects and the development of new products.


------
47


Restricted Stock Plans

Portfolio managers are eligible for grants of restricted stock of ACC. These
grants are discretionary, and eligibility and availability can vary from year to
year. The size of an individual's grant is determined by individual and product
performance as well as other product-specific considerations. Grants can
appreciate/depreciate in value based on the performance of the ACC stock during
the restriction period (generally three years).

Deferred Compensation Plans

Portfolio managers are eligible for grants of deferred compensation. These
grants are used in very limited situations, primarily for retention purposes.
Grants are fixed and can appreciate/depreciate in value based on the performance
of the American Century Investments mutual funds in which the portfolio manager
chooses to invest them.

Ownership of Securities

The following table indicates the dollar range of securities of each fund
beneficially owned by the fund's portfolio managers as of June 30, 2007, the
fund's most recent fiscal year end. Because Disciplined Growth 130/30 and Equity
Growth 130/30 are new, they are not included in the table below.

OWNERSHIP OF SECURITIES
--------------------------------------------------------------------------------
                                    AGGREGATE DOLLAR RANGE OF SECURITIES IN FUND
--------------------------------------------------------------------------------
Disciplined Growth
  William Martin                      D
--------------------------------------------------------------------------------
  Brian Ertley                        B
--------------------------------------------------------------------------------
  Lynette Pang                        C
--------------------------------------------------------------------------------
Equity Growth
  William Martin                      D
--------------------------------------------------------------------------------
  Thomas P. Vaiana                    D
--------------------------------------------------------------------------------
Global Gold
  William Martin                      C
--------------------------------------------------------------------------------
  Joseph B. Sterling                  C
--------------------------------------------------------------------------------
Income & Growth
  John Schniedwind                    E
--------------------------------------------------------------------------------
  Kurt Borgwardt                      F
--------------------------------------------------------------------------------
  Zili Zhang                          E
--------------------------------------------------------------------------------
International Core Equity
  John Schniedwind                    D
--------------------------------------------------------------------------------
  Zili Zhang                          C
--------------------------------------------------------------------------------
Long-Short Equity
  Kurt Borgwardt                      G
--------------------------------------------------------------------------------
  Zili Zhang                          D
--------------------------------------------------------------------------------

RANGES: A - NONE; B - $1-$10,000; C - $10,001-$50,000; D - $50,001-$100,000; E -
$100,001-$500,000; F - $500,001-$1,000,000; G - MORE THAN $1,000,000.


------
48


OWNERSHIP OF SECURITIES
--------------------------------------------------------------------------------
                                    AGGREGATE DOLLAR RANGE OF SECURITIES IN FUND
--------------------------------------------------------------------------------
NT Equity Growth
  William Martin(1)                   A
--------------------------------------------------------------------------------
  Thomas P. Vaiana(1)                 A
--------------------------------------------------------------------------------
NT Small Company
  Brian Ertley(1)                     A
--------------------------------------------------------------------------------
  Thomas P. Vaiana(1)                 A
--------------------------------------------------------------------------------
  Wilhelmine von Turk(1)              A
--------------------------------------------------------------------------------
Small Company(2)
  Brian Ertley                        B
--------------------------------------------------------------------------------
  Thomas P. Vaiana                    D
--------------------------------------------------------------------------------
  Wilhelmine von Turk                 E
--------------------------------------------------------------------------------
Utilities
  John Schniedwind                    C
--------------------------------------------------------------------------------
  Joseph B. Sterling                  C
--------------------------------------------------------------------------------

RANGES: A - NONE; B - $1-$10,000; C - $10,001-$50,000; D - $50,001-$100,000; E -
$100,001-$500,000; F - $500,001-$1,000,000; G - MORE THAN $1,000,000.

(1)  THIS PORTFOLIO MANAGER SERVES ON AN INVESTMENT TEAM THAT OVERSEES A
     NUMBER OF FUNDS IN THE SAME BROAD INVESTMENT CATEGORY AND IS NOT EXPECTED
     TO INVEST IN EACH SUCH FUND.

(2)  TO FURTHER ENCOURAGE ALIGNMENT OF THE PORTFOLIO MANAGERS' INTERESTS
     WITH THOSE OF THE SHAREHOLDERS WHOSE ASSETS THEY MANAGE, PORTFOLIO MANAGERS
     ARE PERMITTED TO INVEST IN THE FUND EVEN THOUGH IT IS CLOSED TO NEW
     INVESTORS.

TRANSFER AGENT AND ADMINISTRATOR

American Century Services, LLC, (ACS) 4500 Main Street, Kansas City, Missouri
64111, serves 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 the advisor. The advisor pays
ACS's costs for serving as transfer agent and dividend-paying agent for the
funds out of the advisor's unified management fee. For a description of this fee
and the terms of its payment, see the above discussion under the caption
INVESTMENT ADVISOR on page 41.

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.

DISTRIBUTOR

The funds' shares are distributed by American Century Investment Services, Inc.
(ACIS), a registered broker-dealer. The distributor is a wholly owned subsidiary
of ACC and its principal business address is 4500 Main Street, Kansas City,
Missouri 64111.

The distributor is the principal underwriter of the funds' shares. The
distributor makes a continuous, best-efforts underwriting of the funds' shares.
This means the distributor has no liability for unsold shares. The advisor pays
ACIS's cost for serving as principal underwriter of the funds' shares out of the
advisor's unified management fee. For a description of this fee and the terms of
its payment, see the above discussion under the heading INVESTMENT ADVISOR on
page 41. ACIS does not earn commissions for distributing the funds' shares.


------
49


Certain financial intermediaries unaffiliated with the distributor or the funds
may perform various administrative and shareholder services for their clients
who are invested in the funds. These services may include assisting with fund
purchases, redemptions and exchanges, distributing information about the funds
and their performance, preparing and distributing client account statements, and
other administrative and shareholder services that would otherwise be provided
by the distributor or its affiliates. The distributor may pay fees out of its
own resources to such financial intermediaries for the provision of these
services.

CUSTODIAN BANKS

Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, serves as
custodian of the funds' assets. In addition, JPMorgan Chase Bank, 4 Metro Tech
Center, Brooklyn, New York 11245, serves as custodian for Disciplined Growth,
Equity Growth, Global Gold, Income & Growth, International Core Equity, NT
Equity Growth, NT Small Company, Small Company and Utilities. We anticipate that
Commerce Bank N.A. and JPMorgan Chase Bank will also serve as custodians for
Disciplined Growth 130/30 and Equity Growth 130/30 upon those funds' inception
and State Street Bank and Trust Company, One Lincoln Street, Boston,
Massachusetts 02111, serves as custodian of Long-Short Equity's assets. State
Street Bank and Trust Company also performs certain investment accounting and
recordkeeping functions on behalf of Long-Short Equity. 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. JPMorgan Chase Bank is paid based on the
monthly average of assets held in custody plus a transaction fee.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP is the independent registered public accounting firm
of the funds. The address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th
Floor, Kansas City, Missouri 64105. As the independent registered public
accounting firm of the funds, PricewaterhouseCoopers provides services including

(1)  auditing the annual financial statements for each fund, and

(2)  assisting and consulting in connection with SEC filings.

BROKERAGE ALLOCATION

Under the management agreement between the funds and the advisor, the advisor
has the responsibility of selecting brokers and dealers 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
intends 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.


------
50


Except as otherwise noted, in the six-month fiscal period ended June 30, 2007,
and the fiscal periods ended December 31, 2006, 2005 and 2004, the brokerage
commissions of each fund are listed in the following table. Because Disciplined
Growth 130/30 and Equity Growth 130/30 were not in operation as of June 30,
2007, they are not included in the table below.

FUND                2007              2006           2005           2004
--------------------------------------------------------------------------------
Disciplined         $12,046(1)        $14,554        $3,062(2)      N/A
Growth
--------------------------------------------------------------------------------
Equity              $1,551,510(1)     $2,921,198     $1,339,900     $5,483,178
Growth
--------------------------------------------------------------------------------
Global Gold         $220,331(1)       $984,335       $454,829       $783,446
--------------------------------------------------------------------------------
Income &            $1,357,295(1)     $3,361,841     $2,406,735     $12,539,672
Growth
--------------------------------------------------------------------------------
International       $9,079(3)         N/A            N/A            N/A
Core Equity
--------------------------------------------------------------------------------
Long-Short          $150,922          $93,669        $2,835(2)      N/A
Equity
--------------------------------------------------------------------------------
NT Equity           $36,111(1)        $38,267(4)     N/A            N/A
Growth
--------------------------------------------------------------------------------
NT Small            $11,664(1)        $15,018(4)     N/A            N/A
Company
--------------------------------------------------------------------------------
Small               $802,463(1)       $2,623,476     $1,932,158     $3,228,335
Company
--------------------------------------------------------------------------------
Utilities           $91,552(1)        $115,814       $88,649        $85,172
--------------------------------------------------------------------------------

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUNDS' FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD. FOR THE YEARS BEFORE 2007, THE FUNDS' FISCAL YEAR END WAS
     DECEMBER 31.

(2)  COMMISSIONS PAID FROM SEPTEMBER 30, 2005 (INCEPTION) THROUGH DECEMBER
     31, 2005.

(3)  COMMISSIONS PAID FROM NOVEMBER 30, 2006 (INCEPTION) THROUGH JUNE 30,
     2007.

(4)  COMMISSIONS PAID FROM MAY 12, 2006 (INCEPTION) THROUGH DECEMBER 31,
     2006.

Brokerage commissions paid by a fund may vary significantly from year to year as
a result of changing asset levels throughout the year, portfolio turnover,
varying market conditions and other factors. The relatively high brokerage
commissions paid by Equity Growth and Income & Growth in 2004 was primarily due
to increased use of principal bids. The relatively high brokerage commissions
paid by Small Company in 2004 was a result of an increase in securities
purchased by the fund due to a substantial inflow of assets into the fund.

The brokerage commissions paid by the funds may exceed those that another broker
might have charged for effecting the same transactions, because of the value of
the brokerage and 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 their over-the-counter
transactions with principal market makers, but also may deal on a brokerage
basis when utilizing electronic trading networks or as circumstances warrant.

The funds' distributor (ACIS) and investment advisor (ACIM) are wholly owned,
directly or indirectly, by ACC. JPMorgan Chase & Co. (JPM) is an equity investor
in ACC. The funds paid J.P. Morgan Securities Inc. (JPMS), a subsidiary of JPM,
the following brokerage commissions for the six-month fiscal period ended June
30, 2007, and the fiscal periods ended December 31, 2006, 2005 and 2004. Because
Disciplined Growth 130/30 and Equity Growth 130/30 were not in operation as of
June 30, 2007, they are not included in the table below.


------
51


FUND                           2007          2006       2005      2004
--------------------------------------------------------------------------------
Disciplined Growth             0(1)          0          0(2)      N/A
--------------------------------------------------------------------------------
Equity Growth                  0(1)          0          0         $457
--------------------------------------------------------------------------------
Global Gold                    0(1)          $4,480     0         0
--------------------------------------------------------------------------------
Income & Growth                $11,453(1)    $15,639    0         $1,164
--------------------------------------------------------------------------------
International Core Equity      0(3)          N/A        N/A       N/A
--------------------------------------------------------------------------------
Long-Short Equity              0(1)          0          0(2)      N/A
--------------------------------------------------------------------------------
NT Equity Growth               $4(1)         0(4)       N/A       N/A
--------------------------------------------------------------------------------
NT Small Company               0(1)          $87(4)     N/A       N/A
--------------------------------------------------------------------------------
Small Company                  0(1)          $9,443     0         0
--------------------------------------------------------------------------------
Utilities                      $19,914(1)    0          $1,532    $1,800
--------------------------------------------------------------------------------

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD. FOR THE YEARS BEFORE 2007, THE FUNDS' FISCAL YEAR END
     WAS DECEMBER 31.

(2)  COMMISSIONS PAID FROM SEPTEMBER 30, 2005 (INCEPTION) THROUGH DECEMBER
     31, 2005.

(3)  COMMISSIONS PAID FROM NOVEMBER 30, 2006 (INCEPTION) THROUGH JUNE 30,
     2007.

(4)  COMMISSIONS PAID FROM MAY 12, 2006 (INCEPTION) THROUGH DECEMBER 31,
     2006.

For the six-month fiscal period ended June 30, 2007, the following table shows
the percentage of each fund's aggregate brokerage commissions paid to JPMS and
the percentage of each fund's aggregate dollar amount of portfolio transactions
involving the payment of commissions effected through JPMS. Because Disciplined
Growth 130/30 and Equity Growth 130/30 were not in operation as of June 30,
2007, they are not included in the table below.

                                                                 PERCENTAGE OF
                                       PERCENTAGE OF             DOLLAR AMOUNT
                                       BROKERAGE                 OF PORTFOLIO
FUND                                   COMMISSIONS               TRANSACTIONS
--------------------------------------------------------------------------------
Disciplined Growth                     0.00%                     0.00%
--------------------------------------------------------------------------------
Equity Growth                          0.00%                     0.00%
--------------------------------------------------------------------------------
Global Gold                            0.00%                     0.00%
--------------------------------------------------------------------------------
Income & Growth                        0.84%                     0.23%
--------------------------------------------------------------------------------
International Core Equity(1)           0.00%                     0.00%
--------------------------------------------------------------------------------
Long-Short Equity                      0.00%                     0.00%
--------------------------------------------------------------------------------
NT Equity Growth                       0.01%                     0.00%
--------------------------------------------------------------------------------
NT Small Company                       0.00%                     0.00%
--------------------------------------------------------------------------------
Small Company                          0.00%                     0.00%
--------------------------------------------------------------------------------
Utilities                              21.75%                    5.43%
--------------------------------------------------------------------------------

(1)  COMMISSIONS PAID FROM NOVEMBER 30, 2006 (INCEPTION) THROUGH JUNE 30,
     2007.

For the fiscal year ended December 31, 2006, the following table shows the
percentage of each fund's aggregate brokerage commissions paid to JPMS and the
percentage of each fund's aggregate dollar amount of portfolio transactions
involving the payment of commissions effected through JPMS. Because
International Core Equity was not in operation as of its fiscal year end, it is
not included in the table below.


------
52


                                                                PERCENTAGE OF
                                  PERCENTAGE OF                 DOLLAR AMOUNT
                                  BROKERAGE                     OF PORTFOLIO
FUND                              COMMISSIONS                   TRANSACTIONS
--------------------------------------------------------------------------------
Disciplined Growth                0.00%                         0.00%
--------------------------------------------------------------------------------
Equity Growth                     0.00%                         0.00%
--------------------------------------------------------------------------------
Global Gold                       0.46%                         0.71%
--------------------------------------------------------------------------------
Income & Growth                   0.47%                         0.16%
--------------------------------------------------------------------------------
Long-Short Equity                 0.00%                         0.00%
--------------------------------------------------------------------------------
NT Equity Growth(1)               0.00%                         0.00%
--------------------------------------------------------------------------------
NT Small Company(1)               0.58%                         0.11%
--------------------------------------------------------------------------------
Small Company                     0.36%                         0.08%
--------------------------------------------------------------------------------
Utilities                         0.00%                         0.00%
--------------------------------------------------------------------------------

(1)  COMMISSIONS PAID FROM MAY 12, 2006 (INCEPTION) THROUGH DECEMBER 31,
     2006.

REGULAR BROKER-DEALERS

As of the end of its most recently completed fiscal year, each of the funds
listed below owned securities of its regular brokers or dealers (as identified
by Rule 10b-1 under the Investment Company Act of 1940) or of their parent
companies. Because Disciplined Growth 130/30 and Equity Growth 130/30 were not
in operation as of June 30, 2007, they are not included in the table below.

                                                           VALUE OF SECURITIES
                                                           OWNED AS OF
FUND                  BROKER, DEALER OR PARENT             JUNE 30, 2007
--------------------------------------------------------------------------------
Disciplined           None
Growth
--------------------------------------------------------------------------------
Equity Growth         Citigroup, Inc.                      $124,459,442
                      ----------------------------------------------------------
                      Morgan Stanley                       $81,281,817
                      ----------------------------------------------------------
                      Goldman Sachs Group Inc.             $71,481,116
                      ----------------------------------------------------------
                      Bank of America Corp.                $71,322,541
                      ----------------------------------------------------------
                      Merrill Lynch & Company, Inc.        $14,217,459
--------------------------------------------------------------------------------
Global Gold           None
--------------------------------------------------------------------------------
Income &              Citigroup, Inc.                      $144,852,295
Growth                ----------------------------------------------------------
                      Bank of America Corp.                $134,709,942
                      ----------------------------------------------------------
                      Morgan Stanley                       $91,764,720
                      ----------------------------------------------------------
                      Goldman Sachs Group Inc.             $89,129,551
                      ----------------------------------------------------------
                      Merrill Lynch & Company, Inc.        $69,240,012
                      ----------------------------------------------------------
                      Lehman Brothers Holdings, Inc.       $37,413,884
--------------------------------------------------------------------------------
International         ING Groep N.V. CVA                   $102,081
Core Equity           ----------------------------------------------------------
                      Credit Suisse Group                  $96,082
--------------------------------------------------------------------------------
Long-Short            Morgan Stanley                       $3,048,955
Equity                ----------------------------------------------------------
                      Goldman Sachs Group Inc.             $880,222
                      ----------------------------------------------------------
                      Citigroup Inc.                       $14,207
                      ----------------------------------------------------------
                      Lehman Brothers Holdings, Inc.       $2,906
--------------------------------------------------------------------------------
NT Equity             Citigroup Inc.                       $2,995,798
Growth                ----------------------------------------------------------
                      Bank of America Corp.                $2,095,523
                      ----------------------------------------------------------
                      Morgan Stanley                       $1,997,350
                      ----------------------------------------------------------
                      Goldman Sachs Group Inc.             $1,730,099
                      ----------------------------------------------------------
                      Merrill Lynch & Company, Inc.        $338,750
--------------------------------------------------------------------------------
NT Small              None
Company
--------------------------------------------------------------------------------
Small                 None
Company
--------------------------------------------------------------------------------
Utilities             None
--------------------------------------------------------------------------------


------
53


INFORMATION ABOUT FUND SHARES

Each of the funds named on the front of this statement of additional information
is a series of shares issued by the corporation, and shares of each fund have
equal voting rights. In addition, each series (or fund) may be divided into
separate classes. See MULTIPLE CLASS STRUCTURE, which 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 investors holding more than 50% of the
corporation's (all funds') outstanding shares may be able to elect a Board of
Directors. The corporation undertakes dollar-based voting, meaning that the
number of votes a shareholder is entitled to is based upon the dollar amount of
the shareholder's investment. The election of directors is determined by the
votes received from all 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 are held separately by the custodian and the
shares of each series represent a beneficial interest in the principal, earnings
and profit (or losses) of investments and other assets held for each series.
Within their respective series or class, all shares have equal redemption
rights. Each share, when issued, is fully paid and non-assessable.

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.

MULTIPLE CLASS STRUCTURE

The corporation's Board of Directors has adopted a multiple class plan pursuant
to Rule 18f-3 adopted by the SEC. The plan is described in the prospectus of any
fund that offers more than one class. Pursuant to such plan, the funds may issue
up to seven classes of shares: Investor Class, Institutional Class, A Class, B
Class, C Class, R Class and Advisor Class. Not all funds offer all seven
classes.

The Investor Class is made available to investors directly from American Century
Investments and/or through some financial intermediaries. Investor Class shares
charge a single unified management fee, without any load or commission payable
to American Century Investments. Additional information regarding eligibility
for Investor Class shares may be found in the funds' prospectuses. The
Institutional Class is made available to institutional shareholders or through
financial intermediaries whose clients 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 this class a lower
total management fee. The A, B, C and Advisor Classes also are made available
through financial intermediaries, for purchase by individual investors who
receive advisory and personal services from the intermediary. The R Class is
made available through financial intermediaries and is generally used in 401(k)
and other retirement plans. The unified management fee for the A, B, C, R and
Advisor Classes is the same as for Investor Class, but the A, B, C, R and
Advisor Class shares each are subject to a separate Master Distribution and
Individual Shareholder Services Plan (the A Class Plan, B Class Plan, C Class
Plan, R Class Plan and Advisor Class Plan, respectively, and collectively, the
plans) described below. The plans have been adopted by the funds' Board of
Directors 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 its Board of
Directors and approved by its shareholders. Pursuant to such rule, the Board of
Directors and initial shareholder of the funds' A, B, C, R and Advisor Classes
------
54


have approved and entered into the A Class Plan, B Class Plan, C Class Plan, R
Class Plan and Advisor Class Plan, respectively. The plans are described below.

In adopting the plans, the Board of Directors (including a majority of directors
who are not interested persons of the funds [as defined in the Investment
Company Act], hereafter referred to as the independent directors) determined
that there was a reasonable likelihood that the plans would benefit the funds
and the shareholders of the affected class. Some of the anticipated benefits
include improved name recognition of the funds generally; and growing assets in
existing funds, which helps retain and attract investment management talent,
provides a better environment for improving fund performance, and can lower the
total expense ratio for funds with stepped-fee schedules. Pursuant to Rule
12b-1, information about revenues and expenses under the plans is presented to
the Board of Directors quarterly for its consideration in continuing the plans.
Continuance of the plans must be approved by the Board of Directors, including a
majority of the independent directors, annually. The plans may be amended by a
vote of the Board of Directors, including a majority of the independent
directors, except that the plans may not be amended to materially increase the
amount spent for distribution without majority approval of the shareholders of
the affected class. The plans terminate automatically in the event of an
assignment and may be terminated upon a vote of a majority of the independent
directors or by a majority of the outstanding shareholder votes of the affected
class.

All fees paid under the plans will be made in accordance with Section 2830 of
the Conduct Rules of the Financial Industry Regulatory Authority (FINRA).

A Class Plan

As described in the prospectuses, the A Class shares of the funds are made
available to participants in employer-sponsored retirement plans and to persons
purchasing through broker-dealers, banks, insurance companies and other
financial intermediaries that provide various administrative, shareholder and
distribution services. The funds' 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 A Class
investors. In addition to such services, the financial intermediaries provide
various individual shareholder and 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'
Board of Directors has adopted the A Class Plan. Pursuant to the A Class Plan,
the A Class pays the funds' distributor 0.25% annually of the average daily net
asset value of the A Class shares. The distributor may use these fees to pay for
certain individual shareholder services (as described below) and for
distribution services, including past distribution services (as described
below). This payment is fixed at 0.25% and is not based on expenses incurred by
the distributor. Because Disciplined Growth 130/30 and Equity Growth 130/30 were
not in operation as of their fiscal year end, no fees were paid under the A
Class Plans. During the fiscal year ended June 30, 2007, the aggregate amount of
fees paid under the A Class Plan was:

International Core Equity             $1,650(1)
Long-Short Equity                    $95,423(2)

(1)  INCEPTION (NOVEMBER 30, 2006) THROUGH JUNE 30, 2007.

(2)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.


------
55


During the fiscal year ended December 31, 2006, the aggregate amount of fees
paid under the A Class Plan was:

Long-Short Equity                       $30,817

The distributor then makes these payments to the financial intermediaries
(including underwriters and broker-dealers, who may use some of the proceeds to
compensate sales personnel) who offer the A Class shares for the services
described below. No portion of these payments is used by the distributor to pay
for advertising, printing costs or interest expenses.

Payments may be made for a variety of individual shareholder services,
including, but not limited to:

(a)  providing individualized and customized investment advisory services,
     including the consideration of shareholder profiles and specific goals;

(b)  creating investment models and asset allocation models for use by
     shareholders in selecting appropriate funds;

(c)  conducting proprietary research about investment choices and the
     market in general;

(d)  periodic rebalancing of shareholder accounts to ensure compliance with
     the selected asset allocation;

(e)  consolidating shareholder accounts in one place; and

(f)  other individual services.

Individual shareholder services do not include those activities and expenses
that are primarily intended to result in the sale of additional shares of the
funds.

Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of A Class shares, which services
may include but are not limited to:

(a)  paying sales commissions, on-going commissions and other payments to
     brokers, dealers, financial institutions or others who sell A Class shares
     pursuant to selling agreements;

(b)  compensating registered representatives or other employees of the
     distributor who engage in or support distribution of the funds' A Class
     shares;

(c)  compensating and paying expenses (including overhead and telephone
     expenses) of the distributor;

(d)  printing prospectuses, statements of additional information and
     reports for other-than-existing shareholders;

(e)  preparing, printing and distributing 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)  providing facilities to answer questions from prospective shareholders
     about fund shares;

(h)  complying with federal and state securities laws pertaining to the
     sale of fund shares;

(i)  assisting shareholders in completing application forms and selecting
     dividend and other account options;

(j)  providing other reasonable assistance in connection with the
     distribution of fund shares;

(k)  organizing and conducting sales seminars and payments in the form of
     transactional and compensation or promotional incentives;

(l)  profit on the foregoing;


------
56


(m)  paying service fees for providing personal, continuing services to
     investors, as contemplated by the Conduct Rules of the FINRA; and

(n)  such other distribution and services activities as the advisor
     determines may be paid for by the funds pursuant to the terms of the
     agreement between the corporation and the funds' distributor and in
     accordance with Rule 12b-1 of the Investment Company Act.

B Class Plan

As described in the prospectuses, the B Class shares of the funds are made
available to participants in employer-sponsored retirement plans and to persons
purchasing through broker-dealers, banks, insurance companies and other
financial intermediaries that provide various administrative, shareholder and
distribution services. The funds' 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 B Class
investors. In addition to such services, the financial intermediaries provide
various individual shareholder and 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'
Board of Directors has adopted the B Class Plan. Pursuant to the B Class Plan,
the B Class pays the funds' distributor 1.00% annually of the average daily net
asset value of the funds' B Class shares, 0.25% of which is paid for certain
ongoing individual shareholder and administrative services (as described below)
and 0.75% of which is paid for distribution services, including past
distribution services (as described below). This payment is fixed at 1.00% and
is not based on expenses incurred by the distributor. Because the B Classes of
Disciplined Growth, Disciplined Growth 130/30, Equity Growth, Equity Growth
130/30, Global Gold and Income & Growth were not in operation as of their fiscal
year end, no fees were paid under the B Class Plans. During the fiscal year
ended June 30, 2007, the aggregate amount of fees paid under the B Class Plan
was:

International Core Equity              $6,556(1)
Long-Short Equity                     $10,410(2)

(1)  INCEPTION (NOVEMBER 30, 2006) THROUGH JUNE 30, 2007.

(2)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

During the fiscal year ended December 31, 2006, the aggregate amount of fees
paid under the B Class Plan was:

Long-Short Equity                        $7,275

The distributor then makes these payments to the financial intermediaries
(including underwriters and broker-dealers, who may use some of the proceeds to
compensate sales personnel) who offer the B Class shares for the services
described below. No portion of these payments is used by the distributor to pay
for advertising, printing costs or interest expenses.

Payments may be made for a variety of individual shareholder services,
including, but not limited to:

(a)  providing individualized and customized investment advisory services,
     including the consideration of shareholder profiles and specific goals;

(b)  creating investment models and asset allocation models for use by
     shareholders in selecting appropriate funds;


------
57


(c)  conducting proprietary research about investment choices and the
     market in general;

(d)  periodic rebalancing of shareholder accounts to ensure compliance with
     the selected asset allocation;

(e)  consolidating shareholder accounts in one place; and

(f)  other individual services.

Individual shareholder services do not include those activities and expenses
that are primarily intended to result in the sale of additional shares of the
funds.

Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of B Class shares, which services
may include but are not limited to:

(a)  paying sales commissions, on-going commissions and other payments to
     brokers, dealers, financial institutions or others who sell B Class shares
     pursuant to selling agreements;

(b)  compensating registered representatives or other employees of the
     distributor who engage in or support distribution of the funds' B Class
     shares;

(c)  compensating and paying expenses (including overhead and telephone
     expenses) of the distributor;

(d)  printing prospectuses, statements of additional information and
     reports for other-than-existing shareholders;

(e)  preparing, printing and distributing 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)  providing facilities to answer questions from prospective shareholders
     about fund shares;

(h)  complying with federal and state securities laws pertaining to the
     sale of fund shares;

(i)  assisting shareholders in completing application forms and selecting
     dividend and other account options;

(j)  providing other reasonable assistance in connection with the
     distribution of fund shares;

(k)  organizing and conducting sales seminars and payments in the form of
     transactional and compensation or promotional incentives;

(l)  profit on the foregoing;

(m)  paying service fees for providing personal, continuing services to
     investors, as contemplated by the Conduct Rules of the FINRA; and

(n)  such other distribution and services activities as the advisor
     determines may be paid for by the funds pursuant to the terms of the
     agreement between the corporation and the funds' distributor and in
     accordance with Rule 12b-1 of the Investment Company Act.

C Class Plan

As described in the prospectuses, the C Class shares of the funds are made
available to participants in employer-sponsored retirement plans and to persons
purchasing through broker-dealers, banks, insurance companies and other
financial intermediaries that provide various administrative, shareholder and
distribution services. The funds' 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.


------
58


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 C Class
investors. In addition to such services, the financial intermediaries provide
various individual shareholder and 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'
Board of Directors has adopted the C Class Plan. Pursuant to the C Class Plan,
the C Class pays the funds' distributor 1.00% annually of the average daily net
asset value of the C Class shares, 0.25% of which is paid for certain ongoing
individual shareholder and administrative services (as described below) and
0.75% of which is paid for distribution services, including past distribution
services (as described below). This payment is fixed at 1.00% and is not based
on expenses incurred by the distributor. Because the C Classes of Disciplined
Growth, Disciplined Growth 130/30, Equity Growth 130/30 and Global Gold were not
in operation as of their fiscal year end, no fees were paid under the C Class
Plans. During the fiscal year ended June 30, 2007, the aggregate amount of fees
paid under the C Class Plan was:

Equity Growth                      $58,909(1)
Income & Growth                     $9,793(1)
International Core Equity           $6,580(2)
Long-Short Equity                  $70,345(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

(2)  INCEPTION (NOVEMBER 30, 2006) THROUGH JUNE 30, 2007.

During the fiscal year ended December 31, 2006, the aggregate amount of fees
paid under the C Class Plan was:

Equity Growth                         $72,366
Income & Growth                       $20,064
Long-Short Equity                     $22,405

The distributor then makes these payments to the financial intermediaries
(including underwriters and broker-dealers, who may use some of the proceeds to
compensate sales personnel) who offer the C Class shares for the services
described below. No portion of these payments is used by the distributor to pay
for advertising, printing costs or interest expenses.

Payments may be made for a variety of individual shareholder services,
including, but not limited to:

(a)  providing individualized and customized investment advisory services,
     including the consideration of shareholder profiles and specific goals;

(b)  creating investment models and asset allocation models for use by
     shareholders in selecting appropriate funds;

(c)  conducting proprietary research about investment choices and the
     market in general;

(d)  periodic rebalancing of shareholder accounts to ensure compliance with
     the selected asset allocation;

(e)  consolidating shareholder accounts in one place; and

(f)  other individual services.

Individual shareholder services do not include those activities and expenses
that are primarily intended to result in the sale of additional shares of the
funds.


------
59


Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of C Class shares, which services
may include but are not limited to:

(a)  paying sales commissions, on-going commissions and other payments to
     brokers, dealers, financial institutions or others who sell C Class shares
     pursuant to selling agreements;

(b)  compensating registered representatives or other employees of the
     distributor who engage in or support distribution of the funds' C Class
     shares;

(c)  compensating and paying expenses (including overhead and telephone
     expenses) of the distributor;

(d)  printing prospectuses, statements of additional information and
     reports for other-than-existing shareholders;

(e)  preparing, printing and distributing 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)  providing facilities to answer questions from prospective shareholders
     about fund shares;

(h)  complying with federal and state securities laws pertaining to the
     sale of fund shares;

(i)  assisting shareholders in completing application forms and selecting
     dividend and other account options;

(j)  providing other reasonable assistance in connection with the
     distribution of fund shares;

(k)  organizing and conducting sales seminars and payments in the form of
     transactional and compensation or promotional incentives;

(l)  profit on the foregoing;

(m)  paying service fees for providing personal, continuing services to
     investors, as contemplated by the Conduct Rules of the FINRA; and

(n)  such other distribution and services activities as the advisor
     determines may be paid for by the funds pursuant to the terms of the
     agreement between the corporation and the funds' distributor and in
     accordance with Rule 12b-1 of the Investment Company Act.

R Class Plan

As described in the prospectuses, the R Class shares of the funds are made
available to participants in employer-sponsored retirement plans and to persons
purchasing through broker-dealers, banks, insurance companies and other
financial intermediaries that provide various administrative, shareholder and
distribution services. The funds' 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 R Class
investors. In addition to such services, the financial intermediaries provide
various individual shareholder and distribution services.


------
60


To enable the funds' shares to be made available through such plans and
financial intermediaries, and to compensate them for such services, the funds'
Board of Directors has adopted the R Class Plan. Pursuant to the R Class Plan,
the R Class pays the funds' distributor 0.50% annually of the average daily net
asset value of the R Class shares. The distributor may use these fees to pay for
certain ongoing shareholder and administrative services (as described below) and
for distribution services, including past distribution services (as described
below). This payment is fixed at 0.50% and is not based on expenses incurred by
the distributor. Because the R Class of Disciplined Growth 130/30, Equity Growth
130/30 and Global Gold were not in operation as of their fiscal year end, no
fees were paid under the R Class Plans. During the fiscal year ended June 30,
2007, the aggregate amount of fees paid under the R Class Plan was:

Disciplined Growth                     $1,496(1)
Equity Growth                          $2,217(1)
Income & Growth                        $1,810(1)
International Core Equity              $3,274(2)
Long-Short Equity                      $1,354(1)
Small Company                            $933(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

(2)  INCEPTION (NOVEMBER 30, 2006) THROUGH JUNE 30, 2007.

During the fiscal year ended December 31, 2006, the aggregate amount of fees
paid under the R class Plan was:

Disciplined Growth                       $2,720
Equity Growth                            $1,096
Income & Growth                          $2,712
Long-Short Equity                        $2,616
Small Company                           $19,499

The distributor then makes these payments to the financial intermediaries
(including underwriters and broker-dealers, who may use some of the proceeds to
compensate sales personnel) who offer the R Class shares for the services
described below. No portion of these payments is used by the distributor to pay
for advertising, printing costs or interest expenses.

Payments may be made for a variety of individual shareholder services,
including, but not limited to:

(a)  providing individualized and customized investment advisory services,
     including the consideration of shareholder profiles and specific goals;

(b)  creating investment models and asset allocation models for use by
     shareholders in selecting appropriate funds;

(c)  conducting proprietary research about investment choices and the
     market in general;

(d)  periodic rebalancing of shareholder accounts to ensure compliance with
     the selected asset allocation;

(e)  consolidating shareholder accounts in one place; and

(f)  other individual services.

Individual shareholder services do not include those activities and expenses
that are primarily intended to result in the sale of additional shares of the
funds.

Distribution services include any activity undertaken or expense incurred that
is primarily intended to result in the sale of R Class shares, which services
may include but are not limited to:

(a)  paying sales commissions, on-going commissions and other payments to
     brokers, dealers, financial institutions or others who sell R Class shares
     pursuant to selling agreements;


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61


(b)  compensating registered representatives or other employees of the
     distributor who engage in or support distribution of the funds' R Class
     shares;

(c)  compensating and paying expenses (including overhead and telephone
     expenses) of the distributor;

(d)  printing prospectuses, statements of additional information and
     reports for other-than-existing shareholders;

(e)  preparing, printing and distributing 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)  providing facilities to answer questions from prospective shareholders
     about fund shares;

(h)  complying with federal and state securities laws pertaining to the
     sale of fund shares;

(i)  assisting shareholders in completing application forms and selecting
     dividend and other account options;

(j)  providing other reasonable assistance in connection with the
     distribution of fund shares;

(k)  organizing and conducting sales seminars and payments in the form of
     transactional and compensation or promotional incentives;

(l)  profit on the foregoing;

(m)  paying service fees for providing personal, continuing services to
     investors, as contemplated by the Conduct Rules of the FINRA; and

(n)  such other distribution and services activities as the advisor
     determines may be paid for by the funds pursuant to the terms of the
     agreement between the corporation and the funds' distributor and in
     accordance with Rule 12b-1 of the Investment Company Act.

Advisor Class Plan

As described in the prospectuses, the funds' Advisor Class shares are made
available to participants in employer-sponsored retirement plans and to persons
purchasing through broker-dealers, banks, insurance companies and other
financial intermediaries that provide various administrative, shareholder and
distribution services. The funds' 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 make the funds' shares available through such plans and financial
intermediaries, and to compensate them for these services, the funds' Board of
Directors has adopted the Advisor Class Plan. Prior to September 4, 2007, the
Advisor Class Plan required the Advisor Class to pay 0.50% annually of the
aggregate average daily net assets of the funds' Advisor Class shares, 0.25% for
certain ongoing shareholder and administrative services (as described below) and
0.25% for distribution services, including past distribution services (as
described below). However, at a shareholder meeting on July 27, 2007, the
Advisor Class shareholders approved a decrease in the fee required by the
Advisor Class Plan of 0.25%, and a corresponding increase in the Advisor Class
management fee. This change was made because the administrative services portion
of the 12b-1 fee does not need to be made out of the 12b-1 plan, but may
properly be made out of the funds' unified fee, consistent with the other
classes of the funds. This


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62


change resulted in no difference in the overall fee for the Advisor Class, but
will lower the amount of the 12b-1 fee charged under the Advisor Class Plan from
and after September 4, 2007. After that date, pursuant to the Advisor Class
Plan, the Advisor Class pays the funds' distributor 0.25% annually of the
aggregate average daily net assets of the funds' Advisor Class shares, which is
paid for certain ongoing individual shareholder services (as described below)
and for distribution services, including past distribution services (as
described below). This payment is fixed at 0.25% and is not based on expenses
incurred by the distributor. During the fiscal year ended June 30, 2007, the
aggregate amount of fees paid under the Advisor Class Plan was:

Disciplined Growth                    $2,512(1)
Equity Growth                     $1,134,702(1)
Global Gold                          $14,946(1)
Income & Growth                   $1,748,146(1)
Small Company                       $893,426(1)
Utilities                            $15,974(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

During the fiscal year ended December 31, 2006, the aggregate amount of fees
paid under the Advisor Class Plan was:

Disciplined Growth                       $2,816
Equity Growth                        $1,752,248
Global Gold                             $27,570
Income & Growth                      $3,471,200
Small Company                        $1,903,412
Utilities                               $25,670

The distributor then makes these payments to the financial intermediaries
(including underwriters and broker-dealers, who may use some of the proceeds to
compensate sales personnel) who offer the Advisor Class shares in payment for
provisions of the services described below. No portion of these payments is used
by the distributor to pay for advertising, printing costs or interest expenses.

Prior to September 4, 2007, 0.25% of the fee charged pursuant to the Advisor
Class Plan was for a variety of shareholder services, including, but not limited
to:

(a)  receiving, aggregating and processing purchase, exchange and
     redemption requests from beneficial owners of shares (including contract
     owners of insurance products that utilize the funds as underlying
     investment media) and placing purchase, exchange and redemption orders with
     the funds' distributor;

(b)  providing shareholders with a service that invests the assets of their
     accounts in shares pursuant to specific or pre-authorized instructions;

(c)  processing dividend payments from a fund on behalf of shareholders and
     assisting shareholders in changing dividend options, account designations
     and addresses;

(d)  providing and maintaining elective services such as check writing and
     wire transfer services;

(e)  acting as shareholder of record and nominee for beneficial owners;

(f)  maintaining account records for shareholders and/or other beneficial
     owners;

(g)  issuing confirmations of transactions;

(h)  providing subaccounting with respect to shares beneficially owned by
     customers of third parties or providing the information to a fund as
     necessary for such subaccounting;

(i)  preparing and forwarding shareholder communications from the funds
     (such as proxies, shareholder reports, annual and semi-annual financial
     statements and dividend, distribution and tax notices) to shareholders
     and/or other beneficial owners;

(j)  providing other similar administrative and sub-transfer agency
     services.


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63


Shareholder services do not include those activities and expenses that are
primarily intended to result in the sale of additional shares of the funds.
During the fiscal year ended June 30, 2007, the aggregate amount of fees paid by
the funds under the Advisor Class Plan for shareholder services was:

Disciplined Growth                     $1,256(1)
Equity Growth                        $567,351(1)
Global Gold                            $7,473(1)
Income & Growth                      $874,073(1)
Small Company                        $446,713(1)
Utilities                              $7,987(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

During the fiscal year ended December 31, 2006, the aggregate amount of fees
paid under the Advisor Class Plan for shareholder services was:

Disciplined Growth                       $1,408
Equity Growth                          $876,124
Global Gold                             $13,785
Income & Growth                      $1,735,600
Small Company                          $951,706
Utilities                               $12,835

Although these services are still being provided by the financial
intermediaries, after September 4, 2007, they will be reimbursed by the funds'
advisor out of the unified management fee rather than out of a 12b-1 fee, as
described above.

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)  paying sales commissions, ongoing commissions and other payments to
     brokers, dealers, financial institutions or others who sell Advisor Class
     shares pursuant to selling agreements;

(b)  compensating registered representatives or other employees of the
     distributor who engage in or support distribution of the funds' Advisor
     Class shares;

(c)  compensating and paying expenses (including overhead and telephone
     expenses) of the distributor;

(d)  printing prospectuses, statements of additional information and
     reports for other-than-existing shareholders;

(e)  preparing, printing and distributing 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)  providing 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 shareholders in completing application forms and selecting
     dividend and other account options;

(j)  providing other reasonable assistance in connection with the
     distribution of fund shares;

(k)  organizing and conducting sales seminars and payments in the form of
     transactional and compensation or promotional incentives;

(l)  profit on the foregoing;


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64


(m)  paying "service fees" for the provision of personal, continuing
     services to investors, as contemplated by the Conduct Rules of the FINRA;
     and

(n)  such other distribution and services activities as the advisor
     determines may be paid for by the funds pursuant to the terms of the
     agreement between the corporation and the funds' distributor and in
     accordance with Rule 12b-1 of the Investment Company Act.

During the fiscal year ended June 30, 2007, the aggregate amount of fees paid by
the funds under the Advisor Class Plan for distribution services was:

Disciplined Growth                     $1,256(1)
Equity Growth                        $567,351(1)
Global Gold                            $7,473(1)
Income & Growth                      $874,073(1)
Small Company                        $446,713(1)
Utilities                              $7,987(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

During the fiscal year ended December 31, 2006, the aggregate amount of fees
paid under the Advisor Class Plan for distribution services was:

Disciplined Growth                       $1,408
Equity Growth                          $876,124
Global Gold                             $13,785
Income & Growth                      $1,735,600
Small Company                          $951,706
Utilities                               $12,835

Beginning on September 4, 2007, a portion of the 12b-1 fee will be paid to the
distributor for certain individual shareholder services. These payments may be
made for a variety of individual shareholder services, including, but not
limited to:

(a)  providing individualized and customized investment advisory services,
     including the consideration of shareholder profiles and specific goals;

(b)  creating investment models and asset allocation models for use by
     shareholders in selecting appropriate funds;

(c)  conducting proprietary research about investment choices and the
     market in general;

(d)  periodic rebalancing of shareholder accounts to ensure compliance with
     the selected asset allocation;

(e)  consolidating shareholder accounts in one place; and

(f)  other individual services.

Individual shareholder services do not include those activities and expenses
that are primarily intended to result in the sale of additional shares of the
funds.

As of September 4, 2007, the Advisor Classes of Disciplined Growth, Equity
Growth, Global Gold and Income & Growth were renamed A Class and became subject
to the A Class Plan.

Sales Charges

The sales charges applicable to the A, B and C Classes of the funds are
described in the prospectuses for those classes in the section titled INVESTING
THROUGH A FINANCIAL INTERMEDIARY. Shares of the A Class are subject to an
initial sales charge, which declines as the amount of the purchase increases
pursuant to the schedule set forth in the prospectus. This charge may be waived
in the following situations:

*  Employer-sponsored retirement plan purchases

*  Certain individual retirement account rollovers

*  Purchases by registered representatives and other employees of certain
   financial intermediaries (and their immediate family members) having sales
   agreements with the advisor or the distributor


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65


*  Wrap accounts maintained for clients of certain financial intermediaries
   who have entered into agreements with American Century Investments

*  Purchases by current and retired employees of American Century Investments
   and their immediate family members (spouses and children under age 21) and
   trusts or employer-sponsored retirement plans established by those persons

*  Purchases by certain other investors that American Century Investments
   deems appropriate, including but not limited to current or retired directors,
   trustees and officers of funds managed by the advisor and trusts and
   employer-sponsored retirement plans established by those persons

There are several ways to reduce the sales charges applicable to a purchase of A
Class shares. These methods are described in the relevant prospectuses. You or
your financial advisor must indicate at the time of purchase that you intend to
take advantage of one of these reductions.

Shares of the A, B and C Classes are subject to a contingent deferred sales
charge (CDSC) upon redemption of the shares in certain circumstances. The
specific charges and when they apply are described in the relevant prospectuses.
The CDSC may be waived for certain redemptions by some shareholders, as
described in the prospectuses.

An investor may terminate his relationship with an intermediary at any time. If
the investor does not establish a relationship with a new intermediary and
transfer any accounts to that new intermediary, such accounts may be exchanged
to the Investor Class of the fund, if such class is available. The investor will
be the shareholder of record of such accounts. In this situation, any applicable
CDSCs will be charged when the exchange is made. Because Disciplined Growth
130/30 and Equity Growth 130/30 were not in operation as of their fiscal year
end, no CDSC fees were paid for these funds.

The aggregate CDSCs paid to the distributor for the A Class shares in the fiscal
year ended June 30, 2007, were:

Long-Short Equity                     $2,391(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

The aggregate CDSCs paid to the distributor for the A Class shares in the fiscal
year ended December 31, 2006, were:

Long-Short Equity                        $2,391

The aggregate CDSCs paid to the distributor for the B Class shares in the fiscal
year ended June 30, 2007, were:

 Long-Short Equity                    $2,458(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUND'S FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.

No aggregate CDSCs were paid to the distributor for the B Class shares in the
fiscal year ended December 31, 2006.

The aggregate CDSCs paid to the distributor for the C Class shares in the fiscal
year ended June 30, 2007, were:

Equity Growth                        $ 1,926(1)
Income & Growth                         $601(1)
Long-Short Equity                     $4,222(1)

(1)  JANUARY 1, 2007 THROUGH JUNE 30, 2007. THE FUNDS' FISCAL YEAR END WAS
     CHANGED FROM DECEMBER 31 TO JUNE 30, RESULTING IN A SIX-MONTH ANNUAL
     REPORTING PERIOD.


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66


The aggregate CDSCs paid to the distributor for the C Class shares in the fiscal
year ended December 31, 2006, were:

Equity Growth                            $3,451
Income & Growth                            $109
Long-Short Equity                        $2,159

Payments to Dealers

The funds' distributor expects to pay sales commissions to the financial
intermediaries who sell A, B and/or C Class shares of the fund at the time of
such sales. Payments for A Class shares are as follows:

PURCHASE AMOUNT                                                DEALER CONCESSION
--------------------------------------------------------------------------------
LESS THAN $50,000                                              5.00%
--------------------------------------------------------------------------------
$50,000 - $99,999                                              4.00%
--------------------------------------------------------------------------------
$100,000 - $249,999                                            3.25%
--------------------------------------------------------------------------------
$250,000 - $499,999                                            2.00%
--------------------------------------------------------------------------------
$500,000 - $999,999                                            1.75%
--------------------------------------------------------------------------------
$1,000,000 - $3,999,999                                        1.00%
--------------------------------------------------------------------------------
$4,000,000 - $9,999,999                                        0.50%
--------------------------------------------------------------------------------
GREATER THAN $10,000,000                                       0.25%
--------------------------------------------------------------------------------

No concession will be paid on purchases by employer-sponsored retirement plans.
Payments will equal 4.00% of the purchase price of B Class shares and 1.00% of
the purchase price of the C Class shares sold by the intermediary. The
distributor will retain the 12b-1 fee paid by the C Class of funds for the first
12 months after the shares are purchased. This fee is intended in part to permit
the distributor to recoup a portion of on-going sales commissions to dealers
plus financing costs, if any. Beginning with the first day of the 13th month,
the distributor will make the C Class distribution and individual shareholder
services fee payments described above to the financial intermediaries involved
on a quarterly basis. In addition, B and C Class purchases and A Class purchases
greater than $1,000,000 are subject to a CDSC as described in the prospectuses.

From time to time, the distributor may provide additional concessions to
dealers, including but not limited to payment assistance for conferences and
seminars, provision of sales or training programs for dealer employees and/or
the public (including, in some cases, payment for travel expenses for registered
representatives and other dealer employees who participate), advertising and
sales campaigns about a fund or funds, and assistance in financing
dealer-sponsored events. Other payments may be offered as well, and all such
payments will be consistent with applicable law, including the then-current
rules of the Financial Industry Regulatory Authority. Such payments will not
change the price paid by investors for shares of the funds.

BUYING AND SELLING FUND SHARES

Information about buying, selling, exchanging and, if applicable, converting
fund shares is contained in the funds' prospectuses. The prospectuses are
available to investors without charge and may be obtained by calling us.

Examples of employer-sponsored retirement plans include the following:

*  401(a) plans

*  pension plans

*  profit sharing plans

*  401(k) plans

*  money purchase plans


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67


*  target benefit plans

*  Taft-Hartley multi-employer pension plans

*  SERP and "Top Hat" plans

*  ERISA trusts

*  employee benefit plans and trusts

*  employer-sponsored health plans

*  457 plans

*  KEOGH plans

*  employer-sponsored 403(b) plans (including self-directed)

*  nonqualified deferred compensation plans

*  nonqualified excess benefit plans

*  nonqualified retirement plans

*  SIMPLE IRAs

*  SEP IRAs

*  SARSEP

Traditional and Roth IRAs are not considered employer-sponsored retirement
plans. The following table indicates the types of shares that may be purchased
through employer-sponsored retirement plans, Traditional IRAs and Roth IRAs.

                                                                  TRADITIONAL
                                          EMPLOYER-SPONSORED      AND
                                          RETIREMENT PLANS        ROTH IRAS
--------------------------------------------------------------------------------
A Class Shares may be                     Yes                     Yes
purchased at NAV(1)
--------------------------------------------------------------------------------
A Class shares may be purchased with      Yes, for plans          Yes
dealer concessions and sales charge       under $1 million
--------------------------------------------------------------------------------
B Class shares may be purchased(2)        No(3)                   Yes
--------------------------------------------------------------------------------
C Class shares may be purchased           Yes, for plans          Yes
with dealer concessions and CDSC(2)       under $1 million
--------------------------------------------------------------------------------
C Class shares may be purchased with      Yes                     No
no dealer concessions and CDSC(1) (2)
--------------------------------------------------------------------------------
Institutional Class shares                Yes                     Yes
may be purchased
--------------------------------------------------------------------------------
Investor Class shares may be purchased    Yes                     Yes
--------------------------------------------------------------------------------
Advisor Class shares may be purchased     Yes                     Yes
--------------------------------------------------------------------------------
R Class shares may be purchased           Yes                     No(4)
--------------------------------------------------------------------------------

(1)  REFER TO THE PROSPECTUS REGARDING SALES CHARGES AND CDSC WAIVERS.

(2)  REFER TO THE PROSPECTUS FOR MAXIMUM PURCHASE REQUIREMENTS.

(3)  SIMPLE IRA PLANS, SEP IRA PLANS AND SARSEP PLANS ESTABLISHED PRIOR TO
     AUGUST 1, 2006 MAY MAKE ADDITIONAL PURCHASES.

(4)  ACCOUNTS ESTABLISHED PRIOR TO AUGUST 1, 2006 MAY MAKE ADDITIONAL
     PURCHASES.

VALUATION OF A FUND'S SECURITIES

All classes of the funds except the A Class are offered at their net asset
value, as described below. The A Class of the funds are offered at their public
offering price, which is the net asset value plus the appropriate sales charge.
This calculation may be expressed as a formula:

Offering Price = Net Asset Value/(1 - Sales Charge as a % of Offering Price)

For example, if the net asset value of a fund's A Class shares is $5.00, the
public offering price would be $5.00/(1-5.75%) = $5.31.

Each fund's net asset value per share (NAV) is calculated as of the close of
business of the New York Stock Exchange (the NYSE) each day the NYSE is open for
business. The NYSE usually closes at 4 p.m. Eastern time. The NYSE typically
observes the following holidays: New Year's Day, Martin Luther King Jr. Day,
Presidents'


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68


Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. Although the funds expect the same holidays to be observed in
the future, the NYSE may modify its holiday schedule at any time.

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 each fund that are listed or traded on a domestic
securities exchange are valued at the last sale price on that exchange, except
as otherwise noted. Portfolio securities primarily traded on foreign securities
exchanges generally are 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, the
last sale price or the official closing price. When market quotations are not
readily available, securities and other assets are valued 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.

Because there are hundreds of thousands of municipal issues outstanding, and the
majority of them do not trade daily, the prices provided by pricing services for
these types of securities are generally determined without regard to bid or last
sale prices. In valuing securities, the pricing services generally take into
account institutional trading activity, trading in similar groups of securities,
and any developments related to specific securities. The methods used by the
pricing service and the valuations so established are reviewed by the advisor
under the general supervision of the Board of Directors. There are a number of
pricing services available, and the advisor, on the basis of ongoing evaluation
of these services, may use other pricing services or discontinue the use of any
pricing service in whole or in part.

Securities maturing within 60 days of the valuation date may be valued at cost,
plus or minus any amortized discount or premium, unless the advisor, based on
guidelines and procedures established by the Board of Directors for determining
the valuation of a security, determines that this would not result in fair
valuation of a given security. Other assets and securities for which quotations
are not readily available are valued in good faith using methods approved 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 NYSE, if that is earlier. That
value is then translated 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 NYSE is open. If an event were to occur after
the value of a security was established but before the net asset value per share
was determined that was likely to materially change the net asset value, then
that security would be valued 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 day
that the NYSE is open. In addition, trading may take place in various foreign
markets and on some electronic trading networks on Saturdays or on other days
when the NYSE is not open and on which the funds' net asset values are 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 funds' portfolios may be affected on days
when shares of the funds may not be purchased or redeemed.


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69


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 should 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 investors. If a fund fails to qualify as a regulated
investment company, it will be liable for taxes, significantly reducing its
distributions to investors and eliminating investors' ability to treat
distributions from the funds in the same manner in which 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, unless they are designated as qualified dividend income and you
meet a minimum required holding period with respect to your shares of a fund, in
which case such distributions are taxed as long-term capital gains. Qualified
dividend income is a dividend received by a fund from the stock of a domestic or
qualifying foreign corporation, provided that the fund has held the stock for a
required holding period. The required holding period for qualified dividend
income is met if the underlying shares are held more than 60 days in the 121-day
period beginning 60 days prior to the ex-dividend date. Dividends received by
the funds on shares of stock of domestic corporations may qualify for the 70%
dividends received deduction to the extent that the fund held those shares for
more than 45 days.

Distributions from gains on assets held by the funds longer than 12 months are
taxable as long-term gains regardless of the length of time you have held your
shares in the fund. If you purchase shares in the fund and sell them at a loss
within six months, your loss on the sale of those shares will be treated as a
long-term capital loss to the extent of any long-term capital gains dividends
you received on those shares.

Dividends and interest received by a fund on foreign securities may give rise to
withholding and other taxes imposed by foreign countries. However, 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 with respect to investments by non-resident investors. Any foreign taxes
paid by a fund will reduce its dividend distributions to investors.

If more than 50% of the value of a fund's total assets at the end 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 you to utilize the foreign tax credit, you must
have held your shares for 16 days or more during the 31-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 that is ineligible as a result of the fund not meeting the holding period
requirement will be deducted in computing net investment income.


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70


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 ordinary income regardless of how long the fund
holds the investment. The fund also may 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
them to shareholders. Any distribution attributable to a PFIC is characterized
as ordinary income.

As of June 30, 2007, the funds in the table below had the following capital loss
carryovers, which expire in the years and amounts listed. When a fund has a
capital loss carryover, it does not make capital gains distributions until the
loss has been offset or expired. Because Disciplined Growth 130/30 and Equity
Growth 130/30 were not in operation as of June 30, 2007, they are not included
in the table below.

FUND            2008          2009           2010          2011           2014        2015
---------------------------------------------------------------------------------------------------
Disciplined     -             -              -             -              -           -
Growth
---------------------------------------------------------------------------------------------------
Equity          -             -              -             -              -           -
Growth
---------------------------------------------------------------------------------------------------
Global Gold     ($5,035,285)  ($20,993,041)  ($5,359,777)  -              -           -
---------------------------------------------------------------------------------------------------
Income &        -             -              -             -              -           -
Growth
---------------------------------------------------------------------------------------------------
International   -             -              -             -              -           -
Core
Equity
---------------------------------------------------------------------------------------------------
Long-Short      -             -              -             -              ($726,362)  ($11,723,614)
Equity
---------------------------------------------------------------------------------------------------
NT Equity       -             -              -             -              -           -
Growth
---------------------------------------------------------------------------------------------------
NT Small        -             -              -             -              ($652,509)  -
Company
---------------------------------------------------------------------------------------------------
Small           -             -              -             -              -           -
Company
---------------------------------------------------------------------------------------------------
Utilities       -             -              ($7,576,037)  ($6,457,505)   -           -
---------------------------------------------------------------------------------------------------

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

A redemption of shares of a fund (including a redemption made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
you generally will recognize gain or loss in an amount equal to the difference
between the basis of the shares and the amount received. If a loss is realized
on the redemption of fund shares, the reinvestment in additional fund shares
within 30 days before or after the redemption may be subject to the wash sale
rules of the Code, resulting in a postponement of the recognition of such loss
for federal income tax purposes.


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71


STATE AND LOCAL TAXES

Distributions by the funds also may be subject to state and local taxes, even if
all or a substantial part of such distributions are derived from interest on
U.S. government obligations which, if you received such interest 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 state.

FINANCIAL STATEMENTS

The  financial  statements  have been  audited  by  PricewaterhouseCoopers  LLP,
independent registered public accounting firm. The funds' Reports of Independent
Registered  Public  Accounting  Firm, the financial  statements  included in the
funds' annual  reports for the fiscal period ended June 30, 2007, and the funds'
financial   statements  for  the  six-month   period  ended  December  31,  2007
(unaudited) are incorporated herein by reference.  The financial  statements for
the period ended  December  31,  2007,  include all  adjustments  that  American
Century  Investments  considers  necessary  for  a  fair  presentation  of  such
information. All such adjustments are of a normal recurring nature.


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72


NOTES


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73


MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS.

Annual and Semiannual Reports

The annual and semiannual 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.

You can receive a free copy of the annual and semiannual reports, and ask any
questions about the funds, online at americancentury.com, by contacting American
Century Investments at the addresses or telephone numbers listed below or by
contacting your financial intermediary.

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 receive the annual and semiannual reports directly from them.

You also can get information about the funds from the Securities and Exchange
Commission (SEC). The SEC charges a duplicating fee to provide copies of this
information.

IN PERSON            SEC Public Reference Room
                     Washington, D.C.
                     Call 202-942-8090 for location and hours.

ON THE INTERNET      * EDGAR database at sec.gov
                     * By email request at publicinfo@sec.gov

BY MAIL              SEC Public Reference Section
                     Washington, D.C. 20549-6009

Investment Company Act File No. 811-5447

AMERICAN CENTURY INVESTMENTS
americancentury.com
                                   Banks and Trust Companies, Broker-Dealers,
Self-Directed Retail Investors     Financial Professionals, Insurance Companies
P.O. Box 419200                    P.O. Box 419786
Kansas City, Missouri 64141-6200   Kansas City, Missouri 64141-6786
1-800-345-2021 or 816-531-5575     1-800-345-6488

SH-SAI-58705 0804