485BPOS 1 document2-pea31.htm PEA 31 document two



                                     485BPOS
                            Post-Effective Amendment

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              [X]

     File No. 33-39242

     Pre-Effective Amendment No.                                     [ ]

     Post-Effective Amendment No. 31                                 [X]

                             and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      [X]

     File No. 811-6247

     Amendment No. 31                                                [X]

                        (Check appropriate box or boxes.)

                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
       _________________________________________________________________
               (Exact Name of Registrant as Specified in Charter)

                  4500 Main Street, Kansas City, MO 64141-6200
       _________________________________________________________________
               (Address of Principal Executive Offices) (Zip Code)

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

David C. Tucker, Esq., 4500 Main Street, 9th Floor, Kansas City, MO 64141
________________________________________________________________________
                   (Name and Address of Agent for Service)

  Approximate Date of Proposed Public Offering: August 29, 2003

It is proposed that this filing will become effective (check appropriate box)

     [ ] immediately upon filing pursuant to paragraph (b)
     [X] on August 29, 2003 pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [ ] on (date) pursuant to paragraph (a)(1)
     [ ] 75 days after filing pursuant to paragraph (a)(2)
     [ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

     [ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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Your American Century prospectus R CLASS International Growth Fund AUGUST 29, 2003 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME. American Century Investment Services, Inc. [american century logo and text logo (reg. sm)] (left margin) [american century logo and text logo (reg. sm)] American Century Investments P.O. Box 419786 Kansas City, MO 64141-6786 Dear Investor, American Century is committed to helping people make the most of their financial opportunities. That's why we are focused on achieving superior results and building long-term relationships with investors. We believe our relationship with you begins with providing a prospectus that's easy to read, and more importantly, that gives you the information you need to have confidence in the investment decisions you have made or are soon to make. Naturally, you may have questions about investing after you read through the Prospectus. Please contact your investment professional with questions or for more information about our funds. Sincerely, American Century Investment Services, Inc. Table of Contents AN OVERVIEW OF THE FUND ................................................... 2 FUND PERFORMANCE HISTORY .................................................. 3 FEES AND EXPENSES ......................................................... 5 OBJECTIVES, STRATEGIES AND RISKS .......................................... 6 MANAGEMENT ................................................................ 9 INVESTING WITH AMERICAN CENTURY ........................................... 11 SHARE PRICE AND DISTRIBUTIONS ............................................. 14 TAXES ..................................................................... 15 MULTIPLE CLASS INFORMATION ................................................ 17 PERFORMANCE INFORMATION OF OTHER CLASS .................................... 18 [graphic of triangle] This symbol is used throughout the book to highlight DEFINITIONS of key investment terms and to provide other helpful information. AN OVERVIEW OF THE FUND WHAT IS THE FUND'S INVESTMENT OBJECTIVE? This fund seeks capital growth. WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS? The fund managers look for stocks of growing foreign companies. The investment strategy of this fund is based on the belief that, over the long term, stocks of companies with earnings and revenue growth have a greater-than-average chance to increase in value. The fund's principal risks include * MARKET RISK - The value of the fund's shares will go up and down based on the performance of the companies whose securities it owns and other factors generally affecting the securities market. * PRICE VOLATILITY - The value of the fund's shares may fluctuate significantly in the short term. * PRINCIPAL LOSS - At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the fund. * FOREIGN RISK - The fund invests primarily in foreign securities, which are generally riskier than U.S. securities. As a result the fund is subject to foreign risk, meaning that political events (such as civil unrest, national elections and imposition of exchange controls), social and economic events (such as labor strikes and rising inflation), and natural disasters occurring in a country where the fund invests could cause the fund's investments in that country to experience gains or losses. * CURRENCY RISK - Because the fund generally invests in securities denominated in foreign currencies, the fund is subject to currency risk, meaning that the fund could experience gains or losses solely on changes in the exchange rate between foreign currencies and the U.S. dollar. WHO MAY WANT TO INVEST IN THE FUND? The fund may be a good investment if you are * seeking long-term capital growth from your investment * seeking diversification of your investment portfolio through investment in foreign securities * comfortable with the risks associated with investing in U.S. and foreign growth securities * comfortable with short-term price volatility * investing through an IRA or other tax-advantaged retirement plan WHO MAY NOT WANT TO INVEST IN THE FUND? The fund may not be a good investment if you are * seeking current income from your investment * investing for a short period of time * uncomfortable with the risks associated with investing in U.S. and foreign growth securities * uncomfortable with short-term volatility in the value of your investment [graphic of triangle] An investment in the fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. 2 FUND PERFORMANCE HISTORY When the R Class of the fund has investment results for a full calendar year, this section will feature charts that show * Annual Total Returns * Highest and Lowest Quarterly Returns * Average Annual Total Returns for the R Class of the fund, including a comparison of these returns to a benchmark index If the R Class had existed during the periods presented, its performance would have been substantially similar to that of the Investor Class because each represents an investment in the same portfolio of securities. However, performance of the R Class would have been lower because of its higher expense ratios. Annual Total Returns The following bar chart shows the performance of the fund's Investor Class shares for each full calendar year in the life of the fund. It indicates the volatility of the fund's historical returns from year to year. The return of the fund's other classes of shares will differ from those shown in the chart, depending on the expenses of those classes. INTERNATIONAL GROWTH FUND -- INVESTOR CLASS ------------------------------------------------------------------------------- 2002 -19.25% 2001 -26.79% 2000 -15.01% 1999 64.44% 1998 19.01% 1997 19.72% 1996 14.43% 1995 11.89% 1994 -4.76% 1993 42.65% ------------------------------------------------------------------------------- The highest and lowest quarterly returns for the periods reflected in the bar chart are: Highest Lowest ------------------------------------------------------------------------------- International Growth 48.19% (4Q 1999) -19.69% (3Q 2002) ------------------------------------------------------------------------------- 3 Average Annual Total Returns The following table shows the average annual total returns of the fund's Investor Class shares calculated three different ways. Because the fund's R Class shares did not have a full calendar year's worth of performance, returns for the R Class shares are not included. Return Before Taxes shows the actual change in the value of fund shares over the time periods shown, but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning fund shares. Return After Taxes on Distributions is a fund's actual performance, adjusted by the effect of taxes on distributions made by the fund during the periods shown. Return After Taxes on Distributions and Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the highest historical federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-Tax Returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. The benchmark is an unmanaged index that has no operating costs and is included in the table for performance comparison. INVESTOR CLASS For the calendar year ended December 31, 2002 1 year 5 years 10 years Life of Class(1) -------------------------------------------------------------------------------------------------------------- International Growth(2) Return Before Taxes -19.25% -0.33% 7.43% 7.67% Return After Taxes on Distributions -19.37% -1.33% 5.62% N/A Return After Taxes on Distributions and Sale of Fund Shares -11.67% 0.03% 5.80% N/A MSCI EAFE Index -15.94% -2.89% 4.00% 2.57%(3) (reflects no deduction for fees, expenses or taxes) -------------------------------------------------------------------------------------------------------------- (1) The inception date for the Investor Class is May 9, 1991. Only a fund with performance history for less than 10 years shows after-tax returns for life of class. (2) From August 1, 1996 to July 30, 1997, a portion of the fund's management fee was waived. As a result, the fund's returns are higher than they would have been had the fee waiver not been in effect. (3) Since April 30, 1991, the date closest to the class's inception for which data is available. The performance information on these pages is designed to help you see how fund returns can vary. Keep in mind that past performance (before and after taxes) does not predict how the fund will perform in the future. For current performance information, please call us at 1-800-378-9878. 4 FEES AND EXPENSES There are no sales loads, fees or other charges * to buy fund shares directly from American Century * to reinvest dividends in additional shares * to exchange into the same class of shares of other American Century funds * to redeem your shares other than a $10 fee to redeem by wire The following table describes the fees and expenses you may pay if you buy and hold shares of the fund. ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) Management Distribution and Other Total Annual Fund Fee(1) Service (12b-1) Fees(2) Expenses(3) Operating Expenses -------------------------------------------------------------------------------------------------- International Growth R Class 1.25% 0.50% 0.00% 1.75% -------------------------------------------------------------------------------------------------- (1) The fund has a stepped fee schedule. As a result, the fund's management fee rate generally decreases as fund assets increase and increases as fund assets decrease. (2) The 12b-1 fee is designed to permit investors to purchase shares through broker-dealers, banks, insurance companies and other financial intermediaries. The fee may be used to compensate such financial intermediaries for distribution and other shareholder services. For more information, see Service and Distribution Fees, page 17. (3) Other expenses, which include the fees and expenses of the fund's independent directors and their legal counsel, as well as interest, are expected to be less than 0.005% for the current fiscal year. EXAMPLE The examples in the table below are intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. Of course, your actual costs may be higher or lower. Assuming you . . . * invest $10,000 in the fund * redeem all of your shares at the end of the periods shown below * earn a 5% return each year incur the same operating expenses as shown above . . . your cost of investing in the fund would be: 1 year 3 years 5 years 10 years ------------------------------------------------------------------------------- International Growth R Class $177 $548 $943 $2,045 ------------------------------------------------------------------------------- 5 OBJECTIVES, STRATEGIES AND RISKS WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The fund seeks capital growth. HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE? The fund managers use a growth investment strategy developed by American Century to invest in stocks of companies that they believe will increase in value over time. This strategy looks for companies with earnings and revenue growth. Ideally, the fund managers look for companies whose earnings and revenues are not only growing, but growing at a successively faster, or accelerating, pace. This strategy is based on the premise that, over the long term, the stocks of companies with earnings and revenue growth have a greater-than-average chance to increase in value. [graphic of triangle] Accelerating growth is shown, for example, by growth that is faster this quarter than last or faster this year than the year before. The managers use a bottom-up approach to select stocks to buy for the fund. This means that the managers make their investment decisions based on the business fundamentals of the individual companies, rather than on economic forecasts or the outlook for industries or sectors. Using American Century's extensive computer database, the managers track financial information for thousands of companies to identify trends in the companies' earnings and revenues. This information is used to help the fund managers select or hold the stocks of companies they believe will be able to sustain accelerating growth and sell the stocks of companies whose growth begins to slow down. In addition to locating strong companies with earnings and revenue growth, the fund managers believe that it is important to diversify the fund's holdings across different countries and geographical regions in an effort to manage the risks of an international portfolio. For this reason, the fund managers also consider the prospects for relative economic growth among countries or regions, economic and political conditions, expected inflation rates, currency exchange fluctuations and tax considerations when making investments. The fund managers do not attempt to time the market. Instead, under normal market conditions, they intend to keep the fund essentially fully invested in stocks regardless of the movement of stock prices generally. When the managers believe it is prudent, the fund may invest a portion of its assets in convertible debt securities, equity-equivalent securities, forward currency exchange contracts, short-term securities, nonleveraged futures contracts and other similar securities. Futures contracts, a type of derivative security, can help the fund's cash assets remain liquid while performing more like stocks. The fund has a policy governing futures contracts and similar derivative securities to help manage the risk of these types of investments. For example, the fund managers cannot invest in a derivative security if it would be possible for the fund to lose more money than it invested. A complete description of the derivatives policy is included in the Statement of Additional Information. 6 WHAT KINDS OF SECURITIES DOES THE FUND BUY? The fund will usually purchase equity securities of foreign companies. This fund can purchase other types of securities as well, such as domestic and foreign preferred stocks, convertible debt securities, equity-equivalent securities, forward currency exchange contracts, nonleveraged futures and options, notes, bonds and other debt securities of companies, and obligations of domestic or foreign governments and their agencies. In the event of exceptional market or economic conditions, the fund may, as a temporary defensive measure, invest all or a substantial portion of its assets in cash or high-quality, short-term debt securities, denominated in U.S. dollars or another currency. To the extent the fund assumes a defensive position, it will not be pursuing its objective of capital growth. International Growth's assets will be invested primarily in securities of companies located in at least three developed countries (excluding the United States). In determining whether a company is foreign, the fund 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 fund considers developed countries to include Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. In addition, as used in the Statement of Additional Information, securities of issuers in emerging market countries (non-developed) means securities of issuers that (i) have their principal place of business or principal office in an emerging market country or (ii) derive a significant portion of their business from emerging market countries. When determining the size of a company, the fund managers will consider, among other factors, the capitalization of the company and the amount of revenues, as well as other information they obtain about the company. WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND? The value of the fund's shares depends on the value of the stocks and other securities it owns. The value of the individual securities the fund owns will go up and down depending on the performance of the companies that issued them, general market and economic conditions and investor confidence. At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the fund Investing in foreign securities has certain unique risks that make it generally riskier than investing in U.S. securities. These risks include increased exposure to political, social and economic events in world markets; limited availability of public information about a company; less-developed trading markets and regulatory practices; and a lack of uniform financial reporting practices compared to those that apply in the United States. In addition, investments in foreign countries are subject to currency risk, meaning that because the fund's investments are generally denominated in foreign currencies, the fund could experience gains or losses based solely on changes in the exchange rate between foreign currencies and the U.S. dollar. 7 Investing in securities of smaller foreign companies generally presents unique risks in addition to the typical risks of investing in foreign securities. Smaller companies may have limited resources, trade less frequently and have less publicly available information. They also may be more sensitive to changing economic conditions. These factors may cause investments in smaller foreign companies to experience more price volatility. Investing in securities of companies located in emerging market countries generally is also riskier than investing in securities of companies located in foreign developed countries. Emerging market countries may have unstable governments and/or economies that are subject to sudden change. These changes may be magnified by the countries' emergent financial markets, resulting in significant volatility to investments in these countries. These countries also may lack the legal, business and social framework to support securities markets. The fund managers may buy a large amount of a company's stock quickly, and may dispose of it quickly if the company's earnings or revenues decline. While the managers believe this strategy provides substantial appreciation potential over the long term, in the short term it can create a significant amount of share price volatility. This volatility can be greater than that of the average stock fund. The fund's performance also may be affected by investments in initial public offerings (IPOs). The impact of IPOs on a fund's performance depends on the strength of the IPO market and the size of the fund. IPOs may have less impact on a fund's performance as its assets grow. In summary, investing in this fund is intended for investors who find foreign securities an appropriate investment and who are willing to accept the increased risk associated with the fund's investment strategy. 8 MANAGEMENT WHO MANAGES THE FUND? The Board of Directors, investment advisor and fund management team play key roles in the management of the fund. THE BOARD OF DIRECTORS The Board of Directors oversees the management of the fund and meets at least quarterly to review reports about fund operations. Although the Board of Directors does not manage the fund, it has hired an investment advisor to do so. More than two-thirds of the directors are independent of the fund's advisor; that is, they are not employed by and have no financial interest in the advisor. THE INVESTMENT ADVISOR The fund's investment advisor is American Century Investment Management, Inc. The advisor has been managing mutual funds since 1958 and is headquartered at 4500 Main Street, Kansas City, Missouri 64111. The advisor is responsible for managing the investment portfolio of the fund and directing the purchase and sale of its investment securities. The advisor also arranges for transfer agency, custody and all other services necessary for the fund to operate. For the services it provides to the R Class of the fund, the advisor receives a unified management fee based on a percentage of the average net assets of the R Class of shares. The amount of the management fee for the fund is calculated daily and paid monthly in arrears. The R Class shares of the fund had no assets as of the date of this Prospectus, but the class will pay the advisor a unified management fee of 1.50% of its pro rata share of the first $1 billion of the fund's average net assets, 1.20% of its pro rata share of the next $1 billion of the fund's average net assets and 1.10% of its pro rata share over $2 billion of the fund's average net assets. Out of the fund's fee, the advisor will pay all expenses of managing and operating that fund except brokerage expenses, taxes, interest, fees and expenses of the independent directors (including legal counsel fees), and extraordinary expenses. A portion of each fund's management fee may be paid by the fund's advisor to unaffiliated third parties who provide recordkeeping and administrative services that would otherwise be performed by an affiliate of the advisor. 9 THE FUND MANAGEMENT TEAM The advisor uses a team of portfolio managers, assistant portfolio managers and analysts to manage the fund. The team meets regularly to review portfolio holdings and discuss purchase and sale activity. Team members buy and sell securities for the fund as they see fit, guided by the fund's investment objective and strategy. The portfolio managers on the investment team are identified below. HENRIK STRABO Mr. Strabo, Chief Investment Officer-International Equities, has been a member of the team that manages International Growth since April 1994. He joined American Century in 1993 as an Investment Analyst and was promoted to Portfolio Manager in April 1994. He has a bachelor's degree in business from the University of Washington. MARK S. KOPINSKI Mr. Kopinski, Senior Vice President and Senior Portfolio Manager, has been a member of the team that manages International Growth since rejoining American Century in April 1997. He has a bachelor's degree in business administration from Monmouth College and a master's degree in Asian studies from the University of Illinois. KEITH CREVELING Mr. Creveling, Portfolio Manager, has been a member of the team that manages International Growth since April 2002. He joined American Century in October 1999 as an analyst. Prior to joining American Century, he was an analyst at Fiduciary Trust Company International from September 1996 to September 1999. He has a bachelor of science degree in accounting from Drexel University and an MBA from the Stern School of Business, New York University. He is a CFA charterholder. Code of Ethics American Century has a Code of Ethics designed to ensure that the interests of fund shareholders come before the interests of the people who manage the fund. Among other provisions, the Code of Ethics prohibits portfolio managers and other investment personnel from buying securities in an initial public offering or profiting from the purchase and sale of the same security within 60 calendar days. In addition, the Code of Ethics requires portfolio managers and other employees with access to information about the purchase or sale of securities by the fund to obtain approval before executing permitted personal trades. FUNDAMENTAL INVESTMENT POLICIES Fundamental investment policies contained in the Statement of Additional Information and the investment objective of the fund may not be changed without shareholder approval. The Board of Directors may change any other policies and investment strategies. 10 INVESTING WITH AMERICAN CENTURY ELIGIBILITY FOR R CLASS SHARES The R Class shares are intended for purchase by participants in employer-sponsored retirement or savings plans and for persons purchasing shares through broker-dealers, banks, insurance companies and other financial intermediaries that provide various administrative and distribution services. MINIMUM INITIAL INVESTMENT AMOUNTS To open an account, the minimum initial investments are $2,000 for a Coverdell Education Savings Account (CESA, formerly an Education IRA), and $2,500 for all other accounts. INVESTING THROUGH FINANCIAL INTERMEDIARIES If you do business with us through a financial intermediary or a retirement plan, your ability to purchase, exchange and redeem shares will depend on the policies of that entity. Some policy differences may include * minimum investment requirements * exchange policies * fund choices * cutoff time for investments Please contact your FINANCIAL INTERMEDIARY or plan sponsor for a complete description of its policies. [graphic of triangle] FINANCIAL INTERMEDIARIES include banks, broker-dealers, insurance companies and investment advisors. Certain financial intermediaries perform recordkeeping and administrative services for their clients that would otherwise be performed by American Century's transfer agent. In some circumstances, American Century will pay the service provider a fee for performing those services. The financial intermediary through which you may purchase, redeem and exchange fund shares may charge a transaction-based or other fee for their services. Those charges are retained by the intermediary and are not shared with American Century or the fund. The fund has authorized certain financial intermediaries to accept orders on the fund's behalf. American Century has contracts with these intermediaries requiring them to track the time investment orders are received and to comply with procedures relating to the transmission of orders. Orders must be received by the intermediary on a fund's behalf before the time the net asset value is determined in order to receive that day's share price. If those orders are transmitted to American Century and paid for in accordance with the contract, they will be priced at the net asset value next determined after your request is received in the form required by the intermediary. 11 MODIFYING OR CANCELING AN INVESTMENT Investment instructions are irrevocable. That means that once you have mailed or otherwise transmitted your investment instruction, you may not modify or cancel it. The fund reserves the right to suspend the offering of shares for a period of time and to reject any specific investment (including a purchase by exchange). Additionally, we may refuse a purchase if, in our judgment, it is of a size that would disrupt the management of the fund. ABUSIVE TRADING PRACTICES We discourage market timing and other abusive trading practices, and we take steps to minimize the effect of these activities in our funds. Excessive, short-term (market timing) or other abusive trading practices may disrupt portfolio management strategies and harm fund performance. To minimize harm to the fund and its shareholders, we reserve the right to reject any purchase order (including exchanges) from any investor we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the fund. In making this judgment, we may consider trading done in multiple accounts under common ownership or control. YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS American Century and its affiliated companies use procedures reasonably designed to confirm that telephone, electronic and other instructions are genuine. These procedures include recording telephone calls, requesting personalized security codes or other information, and sending confirmation of transactions. If we follow these procedures, we are not responsible for any losses that may occur due to unauthorized instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them. REDEMPTIONS Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next determined after we receive your transaction request in good order. [graphic of triangle] A fund's NET ASSET VALUE, or NAV, is the price of the fund's shares. However, we reserve the right to delay delivery of redemption proceeds up to seven days. For example, each time you make an investment with American Century, there is a seven-day holding period before we will release redemption proceeds from those shares, unless you provide us with satisfactory proof that your purchase funds have cleared. For funds with CheckWriting privileges, we will not honor checks written against shares subject to this seven-day holding period. Investments by wire generally require only a one-day holding period. If you change your address, we may require that any redemption request made within 15 days be submitted in writing and be signed by all authorized signers with their signatures guaranteed. If you change your bank information, we may impose a 15-day holding period before we will transfer or wire redemption proceeds to your bank. In addition, we reserve the right to honor certain redemptions with securities, rather than cash, as described in the next section. 12 SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS If, during any 90-day period, you redeem fund shares worth more than $250,000 (or 1% of the value of a fund's assets if that amount is less than $250,000), we reserve the right to pay part or all of the redemption proceeds in excess of this amount in readily marketable securities instead of in cash. The fund managers would select these securities from the fund's portfolio. A payment in securities can help the fund's remaining shareholders avoid tax liabilities that they might otherwise have incurred had the fund sold securities prematurely to pay the entire redemption amount in cash. We will value these securities in the same manner as we do in computing the fund's net asset value. We may provide these securities in lieu of cash without prior notice. Also, if payment is made in securities, you may have to pay brokerage or other transaction costs to convert the securities to cash. If your redemption would exceed this limit and you would like to avoid being paid in securities, please provide us with an unconditional instruction to redeem at least 15 days prior to the date on which the redemption transaction is to occur. The instruction must specify the dollar amount or number of shares to be redeemed and the date of the transaction. This minimizes the effect of the redemption on the fund and its remaining investors. REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS If your account balance falls below the minimum initial investment amount for any reason other than as a result of market fluctuation, we will notify you and give you 90 days to meet the minimum. If you do not meet the deadline, American Century reserves the right to redeem the shares in the account and send the proceeds to your address of record. Please note that shares redeemed in this manner may be subject to a sales charge if held less than the applicable time period. You also may incur tax liability as a result of the redemption. SIGNATURE GUARANTEES A signature guarantee -- which is different from a notarized signature -- is a warranty that the signature presented is genuine. We may require a signature guarantee for the following transactions: * Your redemption or distribution check, Check-A-Month or automatic redemption is made payable to someone other than the account owners * Your redemption proceeds or distribution amount is sent by wire or EFT to a destination other than your personal bank account * You are transferring ownership of an account over $100,000 We reserve the right to require a signature guarantee for other transactions, at our discretion. A NOTE ABOUT MAILINGS TO SHAREHOLDERS To reduce the amount of mail you receive from us, we may deliver a single copy of certain investor documents (such as shareholder reports and prospectuses) to investors who share an address, even if accounts are registered under different names. If you prefer to receive multiple copies of these documents individually addressed, please contact your financial intermediary directly. RIGHT TO CHANGE POLICIES We reserve the right to change any stated investment requirement, including those that relate to purchases, exchanges and redemptions. We also may alter, add or discontinue any service or privilege. Changes may affect all investors or only those in certain classes or groups. 13 SHARE PRICE AND DISTRIBUTIONS SHARE PRICE American Century determines the NAV of the fund as of the close of regular trading on the New York Stock Exchange (usually 4 p.m. Eastern time) on each day the Exchange is open. On days when the Exchange is closed (including certain U.S. holidays), we do not calculate the NAV. A fund share's NAV is the current value of the fund's assets, minus any liabilities, divided by the number of fund shares outstanding. If current market prices of securities owned by the fund are not readily available from an independent pricing service, the advisor may determine their fair value in accordance with procedures adopted by the fund's board. For example, if an event occurs after the close of the exchange on which a fund's portfolio securities are principally traded that is likely to have changed the value of the securities, the advisor may determine the securities' fair value. Trading of securities in foreign markets may not take place every day the Exchange is open. Also, trading in some foreign markets and on some electronic trading networks may take place on weekends or holidays when a fund's NAV is not calculated. So, the value of a fund's portfolio may be affected on days when you can't purchase or redeem shares of the fund. We will price your purchase, exchange or redemption at the NAV next determined after we receive your transaction request in GOOD ORDER. [graphic of triangle] GOOD ORDER means that your instructions have been received in the form required by American Century. This may include, for example, providing the fund name and account number, the amount of the transaction and all required signatures. DISTRIBUTIONS Federal tax laws require the fund to make distributions to its shareholders in order to qualify as a "regulated investment company." Qualification as a regulated investment company means the fund will not be subject to state or federal income tax on amounts distributed. The distributions generally consist of dividends and interest received by the fund, as well as CAPITAL GAINS realized on the sale of investment securities. The fund generally pays distributions from net income, if any, once a year in December. Distributions from realized capital gains are paid twice a year, usually in March and December. The fund may make more frequent distributions, if necessary, to comply with Internal Revenue Code provisions. [graphic of triangle] CAPITAL GAINS are increases in the values of capital assets, such as stock, from the time the assets are purchased. You will participate in fund distributions when they are declared, starting the next business day after your purchase is effective. For example, if you purchase shares on a day that a distribution is declared, you will not receive that distribution. If you redeem shares, you will receive any distribution declared on the day you redeem. If you redeem all shares, we will include any distributions received with your redemption proceeds. Participants in tax-deferred retirement plans must reinvest all distributions. For investors investing through taxable accounts, we will reinvest distributions unless you elect to receive them in cash. 14 TAXES The tax consequences of owning shares of the fund will vary depending on whether you own them through a taxable or tax-deferred account. Tax consequences result from distributions by the fund of dividend and interest income it has received or capital gains it has generated through its investment activities. Tax consequences also may result when investors sell fund shares after the net asset value has increased or decreased. Tax-Deferred Accounts If you purchase fund shares through a tax-deferred account, such as an IRA or a qualified employer-sponsored retirement or savings plan, income and capital gains distributions usually will not be subject to current taxation but will accumulate in your account under the plan on a tax-deferred basis. Likewise, moving from one fund to another fund within a plan or tax-deferred account generally will not cause you to be taxed. For information about the tax consequences of making purchases or withdrawals through a tax-deferred account, please consult your plan administrator, your summary plan description or a tax advisor. Taxable Accounts If you own fund shares through a taxable account, you may be taxed on your investments if the fund makes distributions or if you sell your fund shares. If you invest through a taxable account, you may be able to claim a foreign tax credit for any foreign income taxes paid by the fund. In order to qualify for this tax credit, certain requirements must be satisfied. Please consult the Statement of Additional Information for a more complete discussion of the tax consequences of owning shares of the fund. Taxability of Distributions Fund distributions may consist of income such as dividends and interest earned by a fund from its investments, or capital gains generated by a fund from the sale of its investment securities. Distributions of income are taxed 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 the fund, in which case they are taxed as long-term capital gains. [graphic of triangle] QUALIFIED DIVIDEND INCOME is a dividend received by the fund from the stock of a domestic or qualifying foreign corporation, provided that the fund has held the stock for a required holding period. For capital gains recognized by the fund prior to May 6, 2003, the following rates apply: Tax Rate for 10% Tax Rate for Type of Distribution and 15% Brackets All Other Brackets -------------------------------------------------------------------------------- Short-term capital gains Ordinary income rate Ordinary income rate -------------------------------------------------------------------------------- Long-term capital gains (1-5 years) 10% 20% -------------------------------------------------------------------------------- Long-term capital gains (> 5 years) 8% 20% -------------------------------------------------------------------------------- For capital gains recognized by the fund after May 5, 2003, and for income distributions designated as qualified dividend income, the following rates apply: Tax Rate for 10% and Tax Rate for Type of Distribution 15% Brackets All Other Brackets -------------------------------------------------------------------------------- Short-term capital gains Ordinary Income Ordinary Income -------------------------------------------------------------------------------- Long-term capital gains (> 1 year) and Qualified Dividend Income 5% 15% -------------------------------------------------------------------------------- 15 The tax status of any distributions of capital gains is determined by how long the fund held the underlying security that was sold, not by how long you have been invested in the fund, or whether you reinvest your distributions in additional shares or take them in cash. For taxable accounts, American Century or your financial intermediary will inform you of the tax status of fund distributions for each calendar year in an annual tax mailing (Form 1099-DIV). Distributions also may be subject to state and local taxes. Because everyone's tax situation is unique, you may want to consult your tax professional about federal, state and local tax consequences. Taxes on Transactions Your redemptions -- including exchanges to other American Century funds -- are subject to capital gains tax. The table above can provide a general guide for your potential tax liability when selling or exchanging fund shares. Short-term capital gains are gains on fund shares you held for 12 months or less. Long-term capital gains are gains on fund shares you held for more than 12 months. If your shares decrease in value, their sale or exchange will result in a long-term or short-term capital loss. However, you should note that loss realized upon the sale or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any distribution of long-term capital gain to you with respect to those shares. If a loss is realized on the redemption of fund shares, the reinvestment in additional fund shares within 30 days before or after the redemption may be subject to the wash sale rules of the Internal Revenue Code. This may result in a postponement of the recognition of such loss for federal income tax purposes. If you have not certified to us that your Social Security number or tax identification number is correct and that you are not subject to withholding, we are required to withhold and pay to the IRS the applicable federal withholding tax rate on taxable dividends, capital gains distributions and redemption proceeds. Buying a Dividend Purchasing fund shares in a taxable account shortly before a distribution is sometimes known as buying a dividend. In taxable accounts, you must pay income taxes on the distribution whether you reinvest the distribution or take it in cash. In addition, you will have to pay taxes on the distribution whether the value of your investment decreased, increased or remained the same after you bought the fund shares. The risk in buying a dividend is that the fund's portfolio may build up taxable gains throughout the period covered by a distribution, as securities are sold at a profit. The fund distributes those gains to you, after subtracting any losses, even if you did not own the shares when the gains occurred. If you buy a dividend, you incur the full tax liability of the distribution period, but you may not enjoy the full benefit of the gains realized in the fund's portfolio. 16 MULTIPLE CLASS INFORMATION American Century offers seven classes of the fund through financial intermediaries: A Class, B Class, C Class, R Class, Advisor Class, Investor Class and Institutional Class. The shares offered by this Prospectus are R Class shares, which are offered primarily through employer-sponsored retirement plans and through institutions like investment advisors, banks, broker-dealers and insurance companies. The other classes have different fees, expenses and/or minimum investment requirements from the classes offered by this Prospectus. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. For additional information concerning the other classes of shares not offered by this Prospectus, call us at 1-800-378-9878. You also can contact a sales representative or financial intermediary who offers that class of shares. Except as described herein, all classes of shares of the fund have identical voting, dividend, liquidation and other rights, preferences, terms and conditions. The only differences between the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting such class; (d) each class may have different exchange privileges; (e) the Institutional Class may provide for automatic conversion from that class into shares of the Investor Class of the same fund; and (f) the B Class provides for automatic conversion from that class into shares of the A Class of the same fund after eight years. Service and Distribution Fees Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan to pay certain expenses associated with the distribution of their shares out of fund assets. The fund's R Class shares have a 12b-1 plan. Under the R Class Plan, the fund's R Class pays an annual fee of 0.50% of R Class average net assets to the distributor. The distributor pays all or a portion of such fees to the investment advisors, banks, broker-dealers, insurance companies and recordkeepers that make R Class shares available. Because these fees are paid out of the fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than other types of sales charges. For additional information about the Plan and its terms, see Multiple Class Structure in the Statement of Additional Information. In addition, the advisor or the fund's distributor may make payments for various services or other expenses out of their past profits or other available sources. Such expenses may include distribution services, shareholder services or marketing, promotional or related expenses. The amount of these payments is determined by the advisor or the distributor and is not paid by you. 17 PERFORMANCE INFORMATION OF OTHER CLASS The following financial information is provided to show the performance of the fund's original class of shares. This class, the Investor Class, has a total expense ratio that is lower than the R Class offered by this Prospectus. If the R Class had existed during the periods presented, its performance would have been lower because of the additional expenses. The table on the next page itemizes what contributed to the changes in the Investor Class share price during the most recently ended fiscal year. It also shows the changes in share price for this period in comparison to changes over the last five fiscal years. On a per-share basis, the table includes as appropriate * share price at the beginning of the period * investment income and capital gains or losses * distributions of income and capital gains paid to investors * share price at the end of the period The table also includes some key statistics for the period as appropriate * TOTAL RETURN - the overall percentage of return of the fund, assuming the reinvestment of all distributions * EXPENSE RATIO - the operating expenses of the fund as a percentage of average net assets * NET INCOME RATIO - the net investment income of the fund as a percentage of average net assets * PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio that is replaced during the period The Financial Highlights have been audited by Deloitte & Touche LLP, independent auditors. Their Independent Auditors' Report and the financial statements are included in the fund's Annual Report, which is available upon request. 18 INTERNATIONAL GROWTH FUND Investor Class FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED NOVEMBER 30 ----------------------------------------------------------------------------------------------------------------------- 2002 2001 2000 1999 1998 ----------------------------------------------------------------------------------------------------------------------- PER-SHARE DATA Net Asset Value, Beginning of Period $7.86 $12.05 $13.02 $9.25 $9.22 ----------------------------------------------------------------------------------------------------------------------- Income From Investment Operations --------------------------------------------------- Net Investment Income (Loss)(1) 0.06 0.04 (0.02) (0.01) 0.03 --------------------------------------------------- Net Realized and Unrealized Gain (Loss) (1.20) (2.50) (0.22) 3.95 1.31 ----------------------------------------------------------------------------------------------------------------------- Total From Investment Operations (1.14) (2.46) (0.24) 3.94 1.34 ----------------------------------------------------------------------------------------------------------------------- Distributions --------------------------------------------------- From Net Investment Income (0.03) -- (0.01) (0.02) (0.03) --------------------------------------------------- From Net Realized Gains -- (1.73) (0.72) (0.15) (1.28) ----------------------------------------------------------------------------------------------------------------------- Total Distributions (0.03) (1.73) (0.73) (0.17) (1.31) ----------------------------------------------------------------------------------------------------------------------- Net Asset Value, End of Period $6.69 $7.86 $12.05 $13.02 $9.25 ======================================================================================================================= TOTAL RETURN(2) (14.54)% (24.18)% (2.47)% 43.22% 16.74% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 1.25% 1.21% 1.20% 1.27% 1.33% --------------------------------------------------- Ratio of Net Investment Income (Loss) to Average Net Assets 0.76% 0.48% (0.16)% (0.06)% 0.33% --------------------------------------------------- Portfolio Turnover Rate 215% 178% 116% 117% 190% --------------------------------------------------- Net Assets, End of Period (in thousands) $2,410,600 $3,290,867 $4,455,433 $3,701,903 $2,448,162 ----------------------------------------------------------------------------------------------------------------------- (1) Computed using average shares outstanding throughout the period. (2) Total return assumes reinvestment of net investment income and capital gains distributions, if any. The total return of the classes may not precisely reflect the class expense differences because of the impact of calculating the net asset values to two decimal places. If net asset values were calculated to three decimal places, the total return differences would more closely reflect the class expense differences. The calculation of net asset values to two decimal places is made in accordance with SEC guidelines and does not result in any gain or loss of value between one class and another. 19 NOTES 20 NOTES 21 MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS Annual and Semiannual Reports Annual and semiannual reports contain more information about the fund's investments and the market conditions and investment strategies that significantly affected the fund's performance during the most recent fiscal period. Statement of Additional Information (SAI) The SAI contains a more detailed, legal description of the fund's operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this Prospectus. This means that it is legally part of this Prospectus, even if you don't request a copy. You may obtain a free copy of the SAI or annual and semiannual reports, and ask questions about the fund or your accounts, by contacting American Century at the address or telephone numbers listed below. You also can get information about the fund (including the SAI) 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 www.sec.gov * By email request at publicinfo@sec.gov By mail SEC Public Reference Section Washington, D.C. 20549-0102 This Prospectus shall not constitute an offer to sell securities of a fund in any state, territory, or other jurisdiction where the fund's shares have not been registered or qualified for sale, unless such registration or qualification is not required, or under any circumstances in which such offer or solicitation would be unlawful. Fund Reference Fund Code Ticker Newspaper Listing -------------------------------------------------------------------------------- International Growth Fund R Class 214 N/A Intl Gr -------------------------------------------------------------------------------- Investment Company Act File No. 811-6247 AMERICAN CENTURY INVESTMENTS P.O. Box 419786 Kansas City, Missouri 64141-6786 1-800-378-9878 0308 SH-PRS-34868








American Century statement of additional information AUGUST 29, 2003 American Century World Mutual Funds, Inc. Global Growth Fund International Growth Fund International Opportunities Fund International Discovery Fund Emerging Markets Fund Life Sciences Fund Technology Fund This Statement of Additional Information adds to the discussion in the funds' Prospectuses dated April 1, 2003, and August 29, 2003, but is not a prospectus. The Statement of Additional Information should be read in conjunction with the funds' current 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's Web site at www.americancentury.com. This Statement of Additional Information incorporates by reference certain information that appears in the funds' annual and semiannual reports, which are delivered to all 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. [american century logo and text logo (reg. sm)] Table of Contents The Funds' History ........................................................ 2 Fund Investment Guidelines ................................................ 3 Fund Investments and Risks ................................................ 4 Investment Strategies and Risks ...................................... 4 Investment Policies .................................................. 15 Portfolio Turnover ................................................... 18 Management ................................................................ 19 The Board of Directors ............................................... 22 Ownership of Fund Shares ............................................. 26 Code of Ethics ....................................................... 26 The Funds' Principal Shareholders ......................................... 28 Service Providers ......................................................... 32 Investment Advisor ................................................... 32 Transfer Agent and Administrator ..................................... 35 Distributor .......................................................... 35 Other Service Providers ................................................... 36 Custodian Banks ...................................................... 36 Independent Auditors ................................................. 36 Brokerage Allocation ...................................................... 36 Information about Fund Shares ............................................. 37 Multiple Class Structure ............................................. 37 Buying and Selling Fund Shares ....................................... 47 Valuation of a Fund's Securities ..................................... 47 Taxes ..................................................................... 49 Federal Income Taxes ................................................. 49 State and Local Taxes ................................................ 50 How Fund Performance Information Is Calculated ............................ 51 Performance Comparisons .............................................. 55 Permissible Advertising Information .................................. 56 Multiple Class Performance Advertising ............................... 56 Financial Statements ...................................................... 56 Explanation of Fixed-Income Securities Ratings ............................ 57 1 THE FUNDS' HISTORY American Century World Mutual Funds, Inc., is a registered open-end management investment company that was organized in 1990 as a Maryland corporation under the name Twentieth Century World Investors, Inc. In January 1997 it changed its name to American Century World Mutual Funds, Inc. Throughout this Statement of Additional Information we refer to American Century World Mutual Funds, Inc. as the corporation. Each fund described in this Statement of Additional Information is a separate series of the corporation and operates for many purposes as if it were an independent company. Each fund has its own investment objective, strategy, management team, assets, and tax identification and stock registration numbers. Fund/Class Ticker Symbol Inception Date -------------------------------------------------------------------------------- Global Growth Investor Class TWGGX 12/01/1998 -------------------------------------------------------------------------------- Institutional Class AGGIX 08/01/2000 -------------------------------------------------------------------------------- C Class AGLCX 03/01/2002 -------------------------------------------------------------------------------- Advisor Class AGGRX 02/05/1999 -------------------------------------------------------------------------------- International Growth Investor Class TWIEX 05/09/1991 -------------------------------------------------------------------------------- Institutional Class TGRIX 11/20/1997 -------------------------------------------------------------------------------- A Class CAIGX 01/31/2003 -------------------------------------------------------------------------------- B Class CBIGX 01/31/2003 -------------------------------------------------------------------------------- C Class AIWCX 06/04/2001 -------------------------------------------------------------------------------- R Class N/A 08/29/2003 -------------------------------------------------------------------------------- Advisor Class TWGAX 10/02/1996 -------------------------------------------------------------------------------- International Opportunities Investor Class AIOIX 06/01/2001 -------------------------------------------------------------------------------- Institutional Class ACIOX 01/09/2003 -------------------------------------------------------------------------------- International Discovery Investor Class TWEGX 04/01/1994 -------------------------------------------------------------------------------- Institutional Class TIDIX 01/02/1998 -------------------------------------------------------------------------------- Advisor Class ACIDX 04/28/1998 -------------------------------------------------------------------------------- Emerging Markets Investor Class TWMIX 09/30/1997 -------------------------------------------------------------------------------- Institutional Class AMKIX 01/28/1999 -------------------------------------------------------------------------------- C Class ACECX 12/18/2001 -------------------------------------------------------------------------------- Advisor Class AEMMX 05/12/1999 -------------------------------------------------------------------------------- Life Sciences Investor Class ALSIX 06/30/2000 -------------------------------------------------------------------------------- Institutional Class AILSX 07/17/2000 -------------------------------------------------------------------------------- C Class ALFSX 11/29/2001 -------------------------------------------------------------------------------- Advisor Class ALSVX 11/14/2000 -------------------------------------------------------------------------------- Technology Investor Class ATCIX 06/30/2000 -------------------------------------------------------------------------------- Institutional Class ATYIX 07/14/2000 -------------------------------------------------------------------------------- C Class N/A N/A -------------------------------------------------------------------------------- Advisor Class ATADX 06/30/2000 -------------------------------------------------------------------------------- 2 FUND INVESTMENT GUIDELINES This section explains the extent to which the funds' advisor, American Century Investment Management, Inc., can use various investment vehicles and strategies in managing a fund's assets. Descriptions of the investment techniques and risks associated with each appear in the section, Investment Strategies and Risks, which begins on page 4. In the case of the funds' principal investment strategies, these descriptions elaborate upon discussions contained in the Prospectuses. Global Growth, International Growth, International Opportunities, International Discovery and Emerging Markets are 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. Life Sciences and Technology are non-diversified. Nondiversified means that a 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. In general, within the restrictions outlined here and in the funds' Prospectuses, the fund 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 will generally consist of foreign (and U.S. in the case of Global Growth, Life Sciences and Technology) equity 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 reflected in Table 1 on page 4, when such a course is deemed appropriate in order to pursue a fund's investment objective. So long as a sufficient number of acceptable securities are available, the fund managers intend to keep the funds fully invested, regardless of the movement of stock or bond prices generally. In most circumstances, each fund's actual level of cash and cash equivalents will be less than 10%. The managers may use stock index futures as a way to expose each fund's cash assets to the market, while maintaining liquidity. As mentioned in the Prospectuses, 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 8, Short-term Securities, page 11 and Futures and Options, page 11. 3 TABLE 1 -------------------------------------------------------------------------------- An "X" in the table below indicates that the fund may invest in the security or employ the investment technique that appears in the corresponding row. International Opportunities, Global Growth International Discovery Life Sciences and and and International Growth Emerging Markets Technology --------------------------------------------------------------------------------------------------------- Foreign Securities X X X --------------------------------------------------------------------------------------------------------- Equity Equivalents X X X --------------------------------------------------------------------------------------------------------- Debt Securities 35% 35% 35% (except Emerging Markets is 20%) --------------------------------------------------------------------------------------------------------- Convertible Debt Securities X X X --------------------------------------------------------------------------------------------------------- Short Sales X X X --------------------------------------------------------------------------------------------------------- Portfolio Lending 33-1/3% 33-1/3% 33-1/3% --------------------------------------------------------------------------------------------------------- Derivative Securities X X X --------------------------------------------------------------------------------------------------------- Investments in Issuers with Limited 5% 10% (except International 15% Operating Histories Opportunities is 20%) --------------------------------------------------------------------------------------------------------- Repurchase Agreements X X X --------------------------------------------------------------------------------------------------------- When-Issued and Forward Commitment Agreements X X X --------------------------------------------------------------------------------------------------------- Restricted and Illiquid Securities 15% 15% 15% --------------------------------------------------------------------------------------------------------- Short-Term Securities X X X --------------------------------------------------------------------------------------------------------- Other Investment Companies 10% 10% 10% --------------------------------------------------------------------------------------------------------- Futures & Options X X X --------------------------------------------------------------------------------------------------------- Foreign Currency Transactions and Forward Exchange Contracts X X X --------------------------------------------------------------------------------------------------------- FUND INVESTMENTS AND RISKS INVESTMENT STRATEGIES AND RISKS This section describes investment vehicles and techniques that the fund 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. To determine whether a fund may invest in a particular investment vehicle and whether there is a limit on the amount of fund assets that can be invested in such vehicle or technique, consult Table 1. Foreign Securities Each fund may invest in the securities of foreign issuers, including foreign governments, when these securities meet the fund's standards of selection. A description of the funds' investment strategies regarding foreign securities is contained in the funds' Prospectuses. Investing in securities of foreign issuers generally involves greater risks than investing in the 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 4 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, or confiscatory taxation, and limitations on the removal of funds or other assets, could also 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 are generally 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 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 is generally 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 fund has entered into a contract to sell the security, liability to the purchaser. OWNERSHIP RISK. Evidence of securities ownership may be uncertain in many foreign countries. In many of these countries, the most notable of which is the Russian Federation, the ultimate evidence of securities ownership is the share register held by the issuing company or its registrar. While some companies may issue share certificates or provide extracts of the company's share register, these are not negotiable instruments and are not effective evidence of securities ownership. In an ownership dispute, the company's share register is controlling. As a result, there is a risk that a fund's trade details could be incorrectly or fraudulently entered on the issuer's share register at the time of the transaction, or that a fund's ownership position could thereafter be altered or deleted entirely, resulting in a loss to the fund. While the funds intend to invest directly in Russian companies that utilize an independent registrar, there can be no assurance that such investments will not result in a loss to the funds. EMERGING MARKETS RISK . Investing in emerging market companies generally is also riskier than investing in other foreign securities. Emerging market countries may have unstable governments and/or economies that are subject to sudden change. These changes may be magnified by the countries' emergent financial markets, resulting in significant volatility to investments in these countries. These countries also may lack the legal, business and social framework to support securities markets. 5 As a result of the foregoing risks, these funds are intended for aggressive investors seeking significant gains through investments in foreign securities. Those investors must be willing and able to accept the significantly greater risks associated with the investment strategy that the funds will pursue. An investment in the funds is not appropriate for individuals with limited investment resources or who are unable to tolerate fluctuations in the value of their investment. 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 debt securities. Equity equivalents also may include securities whose value or return is derived from the value or return of a different security. An example of one type of derivative security in which the funds might invest is a depositary receipt. The funds may make foreign investments either directly in foreign securities or indirectly by purchasing depositary receipts, depositary shares or similar instruments (DRs) for foreign securities. DRs are securities that are listed on exchanges or quoted in over-the-counter markets in one country but represent shares of issuers domiciled in another country. The funds also may purchase securities of such issuers in foreign markets, either on foreign securities exchanges, electronic trading networks or in over-the-counter markets. Debt Securities The managers believe that common stocks and other equity and equity-equivalent securities ordinarily offer the greatest potential for capital appreciation. The funds may invest, however, in any security the managers believe has the potential for capital appreciation. When the managers believe that the total return potential of other securities equals or exceeds the potential return of equity securities, each fund (except Emerging Markets, which is 20%) may invest up to 35% of its assets in such other securities. The other securities the funds may invest in are bonds, notes and debt securities of companies, and obligations of domestic or foreign governments and their agencies. The funds may purchase sovereign debt instruments issued or guaranteed by foreign governments or their agencies, including debt of emerging market countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments, such as loans or loan participations. Sovereign debt of emerging market countries may involve a high degree of risk and may present a risk of default or renegotiation or rescheduling of debt payments. In the event of exceptional market or economic conditions, the funds may, as a temporary defensive measure, invest all or a substantial portion of their assets in cash or high-quality, short-term debt securities. To the extent a fund assumes a defensive position, it will not be pursuing its objective of capital growth. International Growth and Global Growth will limit their purchases of debt securities to investment-grade obligations except convertible debt securities, which may be rated below investment grade. For long-term debt obligations, this includes securities that are rated Baa or better by Moody's Investors Service, Inc. or BBB or better by Standard & Poor's Corporation (S&P), or that are not rated but are considered by the managers to be of equivalent quality. 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 6 for repayment, but is more vulnerable to adverse economic conditions or changing circumstances than is the case with higher-quality debt securities. See Explanation of Fixed-Income Securities Ratings, page 57. International Discovery, International Opportunities and Emerging Markets have no credit quality or maturity restrictions with regard to the bonds, corporate debt securities and government obligations in which the funds may invest, although less than 35% of each fund's assets will be invested in below-investment-grade fixed income securities. See Explanation of Fixed-Income Securities Ratings, page 57. Debt securities, especially those of issuers in emerging market countries, may be of poor quality and speculative in nature. While these securities will be chosen primarily for their appreciation potential, a fund also may take the potential for income into account when selecting investments. In addition to other factors that will affect its value, 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 rise. When prevailing interest rates rise, bond prices generally fall. These changes in value may, depending upon the particular amount and type of fixed-income securities holdings of a fund, impact the net asset value of that fund's shares. Convertible Debt Securities A convertible debt security is a fixed-income security that offers the potential for capital appreciation through a conversion feature that enables the holder to convert the fixed-income security into a stated number of shares of common stock. As fixed-income securities, convertible debt securities provide a stable stream of income, with generally higher yields than common stocks. Convertible debt securities offer the potential to benefit from increases in the market price of the underlying common stock; however, they generally offer lower yields than non-convertible securities of similar quality. Of course, as with all fixed-income securities, there can be no assurance of current income because the issuers of the convertible debt securities may default on their obligations. In addition, there can be no assurance of capital appreciation because the value of the underlying common stock will fluctuate. Convertible debt securities generally are subordinated to other similar but non-convertible securities of the same issuer, although convertible bonds, as corporate debt obligations, enjoy seniority in right of payment to all equity securities, and convertible preferred stock is senior to common stock of the same issuer. Because of the subordination feature, however, convertible debt securities typically have lower ratings from ratings organizations than similar non-convertible securities. Unlike a convertible security that is a single security, a synthetic convertible security is comprised of two distinct securities that together resemble convertible securities in certain respects. Synthetic convertible securities are created by combining non-convertible bonds or preferred stocks with warrants or stock call options. The options that will form elements of synthetic convertible securities will be listed on a securities exchange or NASDAQ. The two components of a synthetic convertible security, which will be issued with respect to the same entity, generally are not offered as a unit, and may be purchased and sold by the fund at different times. Synthetic convertible securities differ from convertible securities in certain respects. Each component of a synthetic convertible security has a separate market value and responds differently to market fluctuations. Investing in a synthetic convertible security involves the risk normally found in holding the securities comprising the synthetic convertible security. 7 Short Sales A fund 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. In a short sale, the seller does not immediately deliver the securities sold and is said to have a short position in those securities until delivery occurs. To make delivery to the purchaser, the executing broker borrows the securities being sold short on behalf of the seller. While the short position is maintained, the seller collateralizes its obligation to deliver the securities sold short in an amount equal to the proceeds of the short sale plus an additional margin amount established by the Board of Governors of the Federal Reserve. If a fund engages in a short sale, the fund's custodian will segregate cash, cash equivalents or other appropriate liquid securities on its records in an amount sufficient to meet the purchase price. There will be certain additional transaction costs associated with short sales, but the fund will endeavor to offset these costs with income from the investment of the cash proceeds of short sales. Portfolio Lending In order to realize additional income, a fund may lend its portfolio securities. Such loans may not exceed one-third of the fund's total net assets valued at market except * through the purchase of debt securities in accordance with its investment objectives, policies and limitations, or * by engaging in repurchase agreements with respect to portfolio securities. Derivative Securities To the extent permitted by its investment objectives and policies, each of the funds may invest in securities that are commonly referred to as derivative securities. Generally, a derivative 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 are more accurately described as index/structured securities. Index/structured securities are derivative securities whose value or performance is linked to other equity securities (such as depositary receipts), currencies, interest rates, indices or other financial indicators (reference indices). For example, Standard & Poor's Depositary Receipts, also known as "SPIDERS," track the price performance and dividend yield of the S&P Index by providing a stake in the stocks that make up that index. In addition, the funds may make foreign investments either directly in foreign securities or indirectly by purchasing derivative securities known as depositary receipts, depositary shares or similar instruments (DRs) for foreign securities. DRs are securities that are listed on exchanges or quoted in over-the-counter markets in one country but represent shares of issuers domiciled in another country. The funds also may purchase securities of issuers in foreign markets, either on foreign securities exchanges, electronic trading networks or in over-the-counter markets. 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. 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. No fund may invest in a derivative security unless the reference index or the instrument to which it relates is an eligible investment for the fund. 8 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 fund 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. The Board of Directors has approved the advisor's policy regarding investments in derivative securities. That policy specifies factors that must be considered in connection with a purchase of derivative securities 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 it had invested. The policy also establishes a committee that must review certain proposed purchases before the purchases can be made. The advisor will report on fund activity in derivative securities to the Board of Directors as necessary. Investments in Issuers with Limited Operating Histories The funds may invest a portion of their assets in the securities of issuers with limited operating histories. The fund 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 would not be subject to the limitation. 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 security 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 9 the bankruptcy laws, the disposition of the collateral may be delayed or limited. To the extent the value of the security decreases, the fund could experience a loss. The funds will limit repurchase agreement transactions to securities issued by the U.S. government, its agencies and instrumentalities, and will enter into such transactions with those banks and securities dealers who are deemed creditworthy by the funds' advisor. Repurchase Agreements maturing in more than seven days would count toward a fund's 15% limit on illiquid securities. 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, 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 the 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 segregate cash, cash equivalents or other appropriate liquid securities on its records in an amount sufficient to meet the purchase price. When the time comes to pay for the when-issued securities, a 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. 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 Securities and Exchange Commission (SEC) has taken the position that the liquidity of such securities in the portfolio of a fund offering redeemable securities is a question of fact for the Board of Directors to determine, such determination to be based upon a consideration of the readily available trading markets and the review of any contractual restrictions. Accordingly, the Board of Directors is responsible for developing and establishing the guidelines and procedures for determining the liquidity of Rule 144A securities. As allowed by Rule 144A, the Board of Directors has delegated the day-to-day function of determining the liquidity of 10 Rule 144A securities to the fund managers. The board retains the responsibility to monitor the implementation of the guidelines and procedures it has adopted. Because the secondary market for restricted securities is generally 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 fund managers will consider appropriate remedies to minimize the effect on such fund's liquidity. 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. Under the Investment Company Act, a fund's investment in other investment companies (including money market funds) currently is limited to (a) 3% of the total voting stock of any one investment company; (b) 5% of the fund's total assets with respect to any one investment company; and (c) 10% of the fund's total assets in the aggregate. These investments may include investments in money market funds managed by the advisor. Any investments in money market funds must be consistent with the investment policies and restrictions of the fund making the investment. Other Investment Companies Each of the funds may invest up to 10% of its total assets in other investment companies, such as mutual funds, provided that the investment is consistent with the fund's investment policies and restrictions. These investments may include investments in money market funds managed by the advisor. 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. Such purchases will be made in the open market where no commission or profit to a sponsor or dealer results from the purchase other than the customary brokers' commissions. As a shareholder of another investment company, a fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the management fee that each fund bears directly in connection with its own operations. Futures and Options Each fund may enter into futures contracts, options or options on futures contracts. 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: 11 * 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 be purchased in an orderly fashion. Some futures and options strategies, such as selling futures, buying puts and writing calls, hedge a fund's investments against price fluctuations. Other strategies, such as buying futures, writing puts and buying calls, tend to increase market exposure. Although other techniques may be used to control a fund's exposure to market fluctuations, the use of futures contracts may be a more effective means of hedging this exposure. While a fund pays brokerage commissions in connection with opening and closing out futures positions, these costs are lower than the transaction costs incurred in the purchase and sale of the underlying securities. For example, the sale of a future by a fund means the fund becomes obligated to deliver the security (or securities, in the case of an index future) at a specified price on a specified date. The purchase of a future means the fund becomes obligated to buy the security (or securities) at a specified price on a specified date. The fund 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 Morgan Stanley Capital International (MSCI) Europe, Australia, Far East Index, the MSCI Emerging Markets Free Index, the S&P SuperComposite 1500 Technology Index and the S&P SuperComposite Health Care Index. 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 bond, no price is paid or received by the fund upon the purchase or sale of the future. Initially, the fund will be required to deposit an amount of cash or securities equal to a varying specified percentage of the contract amount. This amount is known as initial margin. The margin deposit is intended to 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 funds' investment restrictions. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, brokers may establish margin deposit requirements that are higher than the exchange minimums. Cash held in the margin 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. 12 Risks Related to Futures and Options Transactions Futures and options prices can be volatile, and trading in these markets involves certain risks. If the fund 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 were unable to close out its position because of an illiquid secondary market. Futures contracts may be closed out only on an exchange that provides a secondary market for these contracts, and there is no assurance that a liquid secondary market will exist for any particular futures contract at any particular time. Consequently, it may not be possible to close a futures position when the fund 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 fund managers would not otherwise elect to do so. In addition, a fund may be required to deliver or take delivery of instruments underlying futures contracts it holds. The fund 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. 13 Restrictions on the Use of Futures Contracts and Options Each fund may enter into futures contracts, options or options on futures contracts. Under the Commodity Exchange Act, a fund may enter into futures and options transactions (a) for hedging purposes without regard to the percentage of assets committed to initial margin and option premiums or (b) for other than hedging purposes, provided that assets committed to initial margin and option premiums do not exceed 5% of the fund's total assets. To the extent required by law, each fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in an amount sufficient to cover its obligations under the futures contracts and options. Foreign Currency Transactions and Forward Exchange Contracts A fund may conduct foreign currency transactions on a spot basis (i.e., cash) or forward basis (i.e., by entering into forward currency exchange contracts, currency options and futures transactions to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such transactions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency traders (usually larger commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange. The following summarizes the principal currency management strategies involving forward contracts. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same purposes. (1) Settlement Hedges or Transaction Hedges. When the fund managers wish to lock in the U.S. dollar price of a foreign currency denominated security when a fund is purchasing or selling the security, the fund may enter into a forward contract to do so. This type of currency transaction, often called a "settlement hedge" or "transaction hedge," protects the fund against an adverse change in foreign currency values between the date a security is purchased or sold and the date on which payment is made or received (i.e., settled). Forward contracts to purchase or sell a foreign currency may also be used by a fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet been selected by the fund managers. This strategy is often referred to as "anticipatory hedging." (2) Position Hedges. When the fund managers believe that the currency of a particular foreign country may suffer substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell foreign currency for a fixed U.S. dollar amount approximating the value of some or all of its portfolio securities either denominated in, or whose value is tied to, such foreign currency. This use of a forward contract is sometimes referred to as a "position hedge." For example, if a fund owned securities denominated in Euro, it could enter into a forward contract to sell Euro in return for U.S. dollars to hedge against possible declines in the Euro's value. This hedge would tend to offset both positive and negative currency fluctuations, but would not tend to offset changes in security values caused by other factors. A fund could also hedge the position by entering into a forward contract to sell another currency expected to perform similarly to the currency in which the fund's existing investments are denominated. This type of hedge, often called a "proxy hedge," could offer advantages in terms of cost, yield or efficiency, but may not hedge currency exposure as effectively as a simple position hedge against U.S. dollars. This type of hedge may result in losses if the currency used to hedge does not perform similarly to the currency in which the hedged securities are denominated. 14 The precise matching of forward 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 contract is entered into and the date it matures. Predicting short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. 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 managers believe that it is important to have flexibility to enter into such forward contracts when they determine that a fund's best interests may be served. At the maturity of the forward contract, the fund may either sell the portfolio security and make delivery of the foreign currency, or it may retain the security and terminate the obligation to deliver the foreign currency by purchasing an "offsetting" forward contract with the same currency trader obligating the fund to purchase, on the same maturity date, the same amount of the foreign currency. It is impossible to forecast with absolute precision the market value of portfolio securities at the expiration of the forward contract. Accordingly, it may be necessary for a fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency the fund is obligated to deliver. (3) Shifting Currency Exposure. A fund may also enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure from U.S. dollars to foreign currency, or from one foreign currency to another foreign currency. This strategy tends to limit exposure to the currency sold, and increase exposure to the currency that is purchased, much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another currency. For example, if the fund managers believed that the U.S. dollar may suffer a substantial decline against the Euro, they could enter into a forward contract to purchase Euros for a fixed amount of U.S. dollars. This transaction would protect against losses resulting from a decline in the value of the U.S. dollar, but would cause the fund to assume the risk of fluctuations in the value of the Euro. Successful use of currency management strategies will depend on the fund management team's skill in analyzing currency values. Currency management strategies may substantially change a fund's investment exposure to changes in currency rates and could result in losses to a fund if currencies do not perform as the fund managers anticipate. For example, if a currency's value rose at a time when the fund manager hedged a fund by selling the currency in exchange for U.S. dollars, a fund would not participate in the currency's appreciation. Similarly, if the fund managers increase a fund's exposure to a currency and that currency's value declines, a fund will sustain a loss. There is no assurance that the fund managers' use of foreign currency management strategies will be advantageous to a fund or that they will hedge at appropriate times. The fund will 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 the fund is not able to cover its forward currency positions with underlying portfolio securities, the fund's custodian will segregate cash or other liquid assets having a value equal to the aggregate amount of the fund's commitments under forward contracts entered into with respect to position hedges, settlement hedges and anticipatory hedges. 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 net assets will not be considered in determining whether it has complied with its investment policies. 15 Fundamental Investment Policies The funds' fundamental investment policies are set forth below. These investment policies and the funds' investment objectives set forth in their prospectuses 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 Securities A fund may not issue senior securities, except as permitted under the Investment Company Act. -------------------------------------------------------------------------------- Borrowing A fund may not borrow money, except for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33-1/3% of the fund's total assets. -------------------------------------------------------------------------------- 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 A fund may not concentrate its investments in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities) except that the funds may concentrate their investments in securities of issuers as follows: engaged in the technology or telecommunications industries and related industry groups (Technology only); or engaged in the medical and health care industry and related industry groups (Life Sciences 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 A fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this limitation shall not prohibit the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities. -------------------------------------------------------------------------------- Control A fund may not invest for purposes of exercising control over management. -------------------------------------------------------------------------------- For purposes of the investment restrictions 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 ACIM-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 cost 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 (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. For purposes of the investment restriction relating to concentration, a fund (except Life Sciences and Technology) 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 16 (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 in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market. -------------------------------------------------------------------------------- Short Sales A fund may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short. -------------------------------------------------------------------------------- Margin A fund may not purchase securities on margin, except to the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin. -------------------------------------------------------------------------------- Futures and A fund may enter into futures contracts and write and buy Options put and call options relating to futures contracts. A fund may not, however, enter into leveraged futures transactions if it would be possible for the fund to lose more money than it invested. -------------------------------------------------------------------------------- Issuers with A fund may invest a portion of its assets in the securities Limited of issuers with limited operating histories. An issuer is Operating considered to have a limited operating history if that issuer Histories has a record of less than three years of continuous operation Periods of capital formation, incubation, consolidations, and research and development may be considered in determining whether a particular issuer has a record of three years of continuous operation. -------------------------------------------------------------------------------- The Investment Company Act imposes certain additional restrictions upon 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. 17 PORTFOLIO TURNOVER The portfolio turnover rates of each fund are listed in the Financial Highlights tables in the funds' Prospectuses. The fund managers will sell securities without regard to the length of time the security has been held. Accordingly, each fund's portfolio turnover rate may be substantial. The fund managers intend to purchase a given security whenever they believe it will contribute to the stated objective of a particular fund. In order to achieve each fund's investment objective, the fund managers may sell a given security, regardless of the length of time it has been held in the portfolio, and regardless of the gain or loss realized on the sale. The managers may sell a portfolio security if they believe that the security is not fulfilling its purpose because, among other things, it did not live up to the managers' expectations, because it may be replaced with another security holding greater promise, because it has reached its optimum potential, because of a change in the circumstances of a particular company or industry or in general economic conditions, or because of some combination of such reasons. When a general decline in security prices is anticipated, the funds may decrease or eliminate entirely their equity positions and increase their cash positions, and when a general rise in price levels is anticipated, the funds may increase their equity positions and decrease their cash positions. However, it should be expected that the funds will, under most circumstances, be essentially fully invested in equity securities. Because investment decisions are based on a particular security's anticipated contribution to a fund's investment objective, the managers believe that the rate of portfolio turnover is irrelevant when they determine that a change is required to pursue the fund's investment. As a result, a fund's annual portfolio turnover rate cannot be anticipated and may be higher than that of other mutual funds with similar investment objectives. Higher turnover would generate correspondingly greater brokerage commissions, which is a cost the funds pay directly. Portfolio turnover also may affect the character of capital gains realized and distributed by the fund, if any, since short-term capital gains are taxable as ordinary income. Because the managers do not take portfolio turnover rate into account in making investment decisions, (1) the managers have no intention of maintaining any particular rate of portfolio turnover, whether high or low, and (2) the portfolio turnover rates in the past should not be considered as representative of the rates that will be attained in the future. For Global Growth, the higher portfolio turnover rate for 2001 resulted from increased trading due to our efforts to find stocks that consistently demonstrate the acceleration characteristics we seek, which proved difficult in the prevailing market and global economic environment. This, combined with increased stock price volatility, were the reasons for the uncharacteristically high turnover rate in 2001. For International Growth, events that occurred in 2001 created significant challenges. For example, the extreme volatility in the markets in recent months has been dramatic, causing us to trade more frequently than is typical. In addition, the collapse of corporate earnings has made it increasingly difficult to find stocks that consistently demonstrated the characteristics we seek, which also resulted in more frequent trading. Due to these factors, portfolio turnover has been uncharacteristically high. For International Discovery, the higher portfolio turnover rate for 2001 resulted from efforts to improve the fund's performance, which included replacing underperforming stocks and increasing the fund's diversification across a broader range of industries. As a result, a greater number of stocks were sold and purchased during 2001 than has been the fund's historical practice. For Emerging Markets, the increased portfolio turnover rate for 2001 is principally due to the increase in volatility of the asset class and, more significantly, the large investment cash flows of the fund. For Technology, the lower portfolio turnover rate for 2002 can be attributed to a decrease in security selection opportunities that satisfied the fund's investment criteria. 18 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. Mandatory retirement age for independent directors is 75. Those listed as interested directors are "interested" primarily by virtue of their engagement as officers of American Century Companies, Inc. (ACC) or its wholly-owned subsidiaries, including the funds' investment adviser, American Century Investment Management, Inc. (ACIM); the funds' principal underwriter, American Century Investment Services, Inc. (ACIS); and the funds' transfer agent, American Century Services Corporation (ACSC). The other directors, (more than two-thirds of the total number) are independent; that is, they are not employees or officers of, and have no financial interest in, ACC or any of its wholly-owned subsidiaries, including ACIM, ACIS and ACSC. All persons named as officers of the funds also serve in similar capacities for other funds advised by ACIM. Only officers with policy-making functions are listed. No officer is compensated for his 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. Number of Portfolios in Fund Position(s) Length Complex Other Held of Time Overseen Directorships with Served Principal Occupation(s) by Held by Name, Address (Age) Fund (years) During Past 5 Years Director Director ----------------------------------------------------------------------------------------------------------------- Interested Directors ----------------------------------------------------------------------------------------------------------------- James E. Stowers, Jr.(1) Director, 44 Chairman, Director and 39 None 4500 Main Street Chairman controlling shareholder, ACC Kansas City, MO 64111 of the Chairman , ACSC, ACIS and (79) Board other ACC subsidiaries Director, ACIM, ACSC and other ACC subsidiaries ----------------------------------------------------------------------------------------------------------------- James E. Stowers III(1) Director, 12 Co-Chairman, ACC 39 None 4500 Main Street Chairman (September 2000 to present) Kansas City, MO 64111 of the Chief Executive Officer, ACC (44) Board (June 1996 to September 2000) Director, ACC, ACIM, ACSC and other ACC subsidiaries President, ACC (January 1995 to June 1997) President, ACIM and ACSC (April 1993 to August 1997) ----------------------------------------------------------------------------------------------------------------- Independent Directors ----------------------------------------------------------------------------------------------------------------- Thomas A. Brown Director 22 Strategic Account 39 None 4500 Main Street Implementation Manager, Kansas City, MO 64111 Applied Industrial (63) Technologies, Inc., a corporation engaged in the sale of bearings and power transmission products ----------------------------------------------------------------------------------------------------------------- (1) James E. Stowers, Jr. is the father of James E. Stowers III. 19 Number of Portfolios in Fund Position(s) Length Complex Other Held of Time Overseen Directorships with Served Principal Occupation(s) by Held by Name, Address (Age) Fund (years) During Past 5 Years Director Director -------------------------------------------------------------------------------------------------------------------- Robert W. Doering, M.D. Director 1 Retired, formerly a 39 None 4500 Main Street Emeritus(1) general surgeon Kansas City, MO 64111 (70) -------------------------------------------------------------------------------------------------------------------- Andrea C. Hall, Ph.D. Director 5 Senior Vice President, 39 Director, Midwest 4500 Main Street Midwest Research Institute Research Institute Kansas City, MO 64111 (58) -------------------------------------------------------------------------------------------------------------------- D.D. (Del) Hock Director 6 Retired, formerly Chairman, 39 Director, Allied 4500 Main Street Public Service Company Motion Technologies, Kansas City, MO 64111 of Colorado Inc. and J.D. (68) Edwards & Company -------------------------------------------------------------------------------------------------------------------- Donald H. Pratt Director, 7 Chairman, 39 Director, Butler 4500 Main Street Vice Western Investments, Inc. Manufacturing Kansas City, MO 64111 Chairman Chairman of the Board, Company (65) of the Butler Manufacturing Director, Atlas-. Board Company Copco, North America Inc -------------------------------------------------------------------------------------------------------------------- Gale E. Sayers Director 2 President, Chief Executive 39 None 4500 Main Street Officer and Founder, Kansas City, MO 64111 Sayers Computer Source (60) -------------------------------------------------------------------------------------------------------------------- M. Jeannine Strandjord Director 8 Senior Vice President, 39 Director, DST 4500 Main Street Long Distance Finance - Systems, Inc. Kansas City, MO 64111 Global Markets Group (57) Sprint Corporation -------------------------------------------------------------------------------------------------------------------- Timothy S. Webster Director 1 President and Chief 39 None 4500 Main Street Executive Officer, Kansas City, MO 64111 American Italian Pasta (41) Company -------------------------------------------------------------------------------------------------------------------- Officers -------------------------------------------------------------------------------------------------------------------- William M. Lyons President 2 Chief Executive Officer, ACC Not Not 4500 Main St. and other ACC subsidiaries applicable applicable Kansas City, MO 64111 (September 2000 to present) (47) President, ACC (June 1997 to present) President, ACIM (September 2002 to present) President, ACIS (July 2003 to present) Chief Operating Officer, ACC (June 1996 to September 2000) Also serves as: Executive Vice President, ACSC and other ACC subsidiaries -------------------------------------------------------------------------------------------------------------------- (1) Dr. Robert Doering resigned as a full-time director, effective November 5, 2001, after serving in such capacity for 33 years. Dr. Doering continues to serve the board in an advisory capacity. His position as Director Emeritus is an advisory position and involves attendance at one board meeting per year to review prior year-end results for the funds. He receives all regular board communications, including monthly mailings, industry newsletters, email communications, and company information, but not quarterly board and committee materials relating to meetings that he does not attend. Dr. Doering is not a director or a member of the board and has no voting power relating to fund operations. He is not an interested person of the funds or ACIM. He receives an annual stipend of $2,500 for his services. 20 Number of Portfolios in Fund Position(s) Length Complex Other Held of Time Overseen Directorships with Served Principal Occupation(s) by Held by Name, Address (Age) Fund (years) During Past 5 Years Director Director ------------------------------------------------------------------------------------------------------------- Robert T. Jackson Executive 7 Chief Administrative Officer, Not Not 4500 Main St. Vice ACC (August 1997 to present) applicable applicable Kansas City, MO 64111 President Chief Financial Officer, ACC (57) (August 1997 to October 2002) President, ACSC (January 1999 to present) Executive Vice President, ACC (May 1995 to present) Also serves as: Executive Vice President and Chief Financial Officer, ACIM, ACIS and other ACC subsidiaries, and Treasurer of ACIM ------------------------------------------------------------------------------------------------------------- Maryanne Roepke, CPA Senior 2 Senior Vice President and Not Not 4500 Main St. Vice Assistant Treasurer, ACSC applicable applicable Kansas City, MO 64111 President, (47) Treasurer and Chief Accounting Officer ------------------------------------------------------------------------------------------------------------- David C. Tucker Senior 2 Senior Vice President, ACIM, Not Not 4500 Main St. Vice ACIS, ACSC and other ACC applicable applicable Kansas City, MO 64111 President subsidiaries (45) and (June 1998 to present) General General Counsel, ACC, ACIM, Counsel ACIS, ACSC and other ACC subsidiaries (June 1998 to present) ------------------------------------------------------------------------------------------------------------- Robert Leach Controller 5 Vice President, ACSC Not Not 4500 Main St. February 2000 to present) applicable applicable Kansas City, MO 64111 Controller-Fund Accounting, (37) ACSC ------------------------------------------------------------------------------------------------------------- Jon Zindel Tax Officer 5 Vice President, Corporate Tax, Not Not 4500 Main St. ACSC (April 1998 to present) applicable applicable Kansas City, MO 64111 Vice President, ACIM, ACIS and (36) other ACC subsidiaries (April 1999 to present) President, American Century Employee Benefit Services, Inc. (January 2000 to December 2000) Treasurer, American Century Employee Benefit Services, Inc. (December 2000 to present) Treasurer, American Century Ventures, Inc. (December 1999 to present) Controller, ACSC (July 1996 to April 1998) ------------------------------------------------------------------------------------------------------------- 21 On December 23, 1999, American Century Services Corporation (ACSC) entered into an agreement with DST Systems, Inc. (DST) under which DST would provide back office software for transfer agency services provided by ACSC (the Agreement). For its software, ACSC pays DST fees based in part on the number of accounts and the number and type of transactions processed for those accounts. Through December 31, 2002, DST received $29,967,576 in fees from ACSC. DST's revenue for the calendar year ended December 31, 2002 was approximately $2.38 billion. Ms. Strandjord is a director of DST and a holder of 26,491 shares and possesses options to acquire an additional 55,890 shares of DST common stock, the sum of which is less than one percent (1%) of the shares outstanding. Because of her official duties as a director of DST, she may be deemed to have an "indirect interest" in the Agreement. However, the Board of Directors of the funds was not required to nor did it approve or disapprove the Agreement since the provision of the services covered by the Agreement is within the discretion of ACSC. DST was chosen by ACSC for its industry-leading role in providing cost-effective back office support for mutual fund service providers such as ACSC. DST is the largest mutual fund transfer agent, servicing more than 75 million mutual fund accounts on its shareholder recordkeeping system. Ms. Strandjord's role as a director of DST was not considered by ACSC; she was not involved in any way with the negotiations between ACSC and DST; and her status as a director of either DST or the funds was not a factor in the negotiations. The Board of Directors of the funds and Bryan Cave LLP, counsel to the independent directors of the funds, have concluded that the existence of this Agreement does not impair Ms. Strandjord's ability to serve as an independent director under the Investment Company Act. 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. 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. Board Review of Investment Management Contracts The Board of Directors oversees each fund's management and performance on a continuous basis, and the board determines annually whether to approve and renew the fund's investment management agreement. ACIM provides the board with monthly, quarterly, and annual analyses of ACIM's performance in the following areas: * Investment performance of the funds (short-, medium- and long-term); * Management of brokerage commission and trading costs [equity funds only]; * Shareholder services provided; 22 * Compliance with investment restrictions; and * Fund accounting services provided (including the valuation of portfolio securities); Leaders of each fund's portfolio management team meet with the board periodically to discuss the management and performance of the fund. When considering whether to renew an investment advisory contract, the board examines several factors, but does not identify any particular factor as controlling their decision. Some of the factors considered by the board include: the nature, extent, and quality of the advisory services provided as well as other material facts, such as the investment performance of the fund's assets managed by the adviser and the fair market value of the services provided. To assess these factors, the board reviews both ACIM's performance and that of its peers, as reported by independent gathering services such as Lipper Analytical Services (for fund performance and expenses) and National Quality Review (for shareholder services). Additional information is provided to the board detailing other sources of revenue to ACIM or its affiliates from its relationship with the fund and intangible or "fall-out" benefits that accrue to the adviser and its affiliates, if relevant, and the adviser's control of the investment expenses of the fund, such as transaction costs, including ways in which portfolio transactions for the fund are conducted and brokers are selected. The board also reviews the investment performance of each fund compared with a peer group of funds and an appropriate index or combination of indexes, in addition to a comparative analysis of the total expense ratios of, and advisory fees paid by, similar funds. The board considered the level of ACIM's profits in respect to the management of the American Century family of funds, including the profitability of managing each fund. The board conducted an extensive review of ACIM's methodology in allocating costs to the management of each fund. The board concluded that the cost allocation methodology employed by ACIM has a reasonable basis and is appropriate in light of all of the circumstances. They considered the profits realized by ACIM in connection with the operation of each fund and whether the amount of profit is a fair entrepreneurial profit for the management of each fund. The board also considered ACIM's profit margins in comparison with available industry data, both accounting for and excluding marketing expenses. Based on their evaluation of all material factors assisted by the advice of independent legal counsel, the board, including the independent directors, concluded that the existing management fee structures are fair and reasonable and that the existing investment management contracts should be continued. 23 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. Number of Meetings Held During Last Committee Members Function Fiscal Year ------------------------------------------------------------------------------------------------------------------ Executive James E. Stowers, Jr. The Executive Committee performs the functions 0 James E. Stowers III of the Board of Directors between Board meetings, Donald H. Pratt subject to the limitations on its power set out in the Maryland General Corporation Law, and except for matters required by the Investment Company Act to be acted upon by the whole Board. ------------------------------------------------------------------------------------------------------------------ Compliance Andrea C. Hall, PhD The Compliance and Shareholder Communications 4 and Shareholder Thomas A. Brown Committee reviews the results of the funds' Communications Gale E. Sayers compliance testing program, reviews quarterly Timothy S. Webster reports from the Communications advisor to the Board regarding various compliance matters and monitors the implementation of the funds' Code of Ethics, including any violations. ------------------------------------------------------------------------------------------------------------------ Audit D.D. (Del) Hock The Audit Committee recommends the engagement 4 Donald H. Pratt of the funds' independent auditors and oversees its Jeannine Strandjord activities. 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. ------------------------------------------------------------------------------------------------------------------ Governance Donald H. Pratt The Board Governance Committee primarily considers 0 Jeannine Strandjord and recommends individuals for nomination as directors. Thomas A. Brown The names of potential director candidates are drawn from a number of sources, including recommendations from members of the Board, management and shareholders. This committee also reviews and makes recommendations to the Board with respect to the composition of Board committees and other Board-related matters, including its organization, size, composition, responsibilities, functions and compensation. The Governance Committee does not currently have a policy regarding whether it will consider nominees recommended by shareholders. ------------------------------------------------------------------------------------------------------------------ Compensation of Directors The directors serve as directors for five American Century investment companies. 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 five 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 the five 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 five investment companies served by this Board to each director who is not an interested person as defined in the Investment Company Act. 24 AGGREGATE DIRECTOR COMPENSATION FOR FISCAL YEAR ENDED NOVEMBER 30, 2002 -------------------------------------------------------------------------------------- Total Compensation Total Compensation from the Name of Director from the Funds(1) American Century Family of Funds(2) -------------------------------------------------------------------------------------- Thomas A. Brown $7,328 $73,000 -------------------------------------------------------------------------------------- Robert W. Doering, M.D.(3) $246 $2,500 -------------------------------------------------------------------------------------- Andrea C. Hall, Ph.D. $7,581 $75,500 -------------------------------------------------------------------------------------- D.D. (Del) Hock $7,431 $74,000 -------------------------------------------------------------------------------------- Donald H. Pratt $7,579 $75,500 -------------------------------------------------------------------------------------- Gale E. Sayers $7,229 $72,000 -------------------------------------------------------------------------------------- M. Jeannine Strandjord $7,227 $72,000 -------------------------------------------------------------------------------------- Timothy S. Webster $7,714 $76,833 -------------------------------------------------------------------------------------- (1) Includes compensation paid to the directors during the fiscal year ended November 30, 2002, 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 five investment company members of the American Century family of funds served by this board. The total amount of deferred compensation included in the preceding table is as follows: Mr. Brown, $12,800; Dr. Hall, $67,000; Mr. Hock, $67,000; Mr. Pratt, $1,843; Mr. Sayers, $5,333 and Mr. Webster, $29,333. (3) Dr. Robert Doering resigned as a full-time director, effective November 5, 2001. 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 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. No deferred fees were paid to any director under the plan during the fiscal year ended November 30, 2002. 25 OWNERSHIP OF FUND SHARES The directors owned shares in the funds as of December 31, 2002, as shown in the table below: NAME OF DIRECTORS -------------------------------------------------------------------------------------------------------------------- James E. James E. Thomas A. Robert W. Andrea C Stowers, Jr. Stowers III Brown Doering Hall, Ph.D. -------------------------------------------------------------------------------------------------------------------- Dollar Range of Equity Securities in the Funds: Global Growth A A A A A -------------------------------------------------------------------------------------------------------------------- International Growth C E B E C -------------------------------------------------------------------------------------------------------------------- International Opportunities A E A A A -------------------------------------------------------------------------------------------------------------------- International Discovery A E B E A -------------------------------------------------------------------------------------------------------------------- Emerging Markets A A B A A -------------------------------------------------------------------------------------------------------------------- Life Sciences A A B A A -------------------------------------------------------------------------------------------------------------------- Technology A A A A A -------------------------------------------------------------------------------------------------------------------- Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies E 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 NAME OF DIRECTORS ------------------------------------------------------------------------------------------------------------------ D.D. (Del) Donald Gale E. M. Jeannine Timothy S. Hock H. Pratt Sayers Strandjord Webster ------------------------------------------------------------------------------------------------------------------ Dollar Range of Equity Securities in the Funds: Global Growth A A A A A ------------------------------------------------------------------------------------------------------------------ International Growth D A A A C ------------------------------------------------------------------------------------------------------------------ International Opportunities A A A A A ------------------------------------------------------------------------------------------------------------------ International Discovery D A A E D ------------------------------------------------------------------------------------------------------------------ Emerging Markets A A A A B ------------------------------------------------------------------------------------------------------------------ Life Sciences A A A A B ------------------------------------------------------------------------------------------------------------------ Technology A A A A B ------------------------------------------------------------------------------------------------------------------ Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Director in Family of Investment Companies E E C E E ------------------------------------------------------------------------------------------------------------------ Ranges: A--none, B--$1-$10,000, C--$10,001-$50,000, D--$50,001-$100,000, E--More than $100,000 CODE OF ETHICS The funds, their investment advisor and principal underwriter have adopted a code of ethics under Rule 17j-1 of the Investment Company Act and the code of ethics permits personnel subject to the code 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. 26 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 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 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. A copy of the Advisor's Proxy Voting Guidelines are available on the funds' website at www.americancentury.com. 27 THE FUNDS' PRINCIPAL SHAREHOLDERS As of August 1, 2003, the following companies were the record owners of more than 5% of the outstanding shares of any class of the funds: Percentage of Fund/Class Shareholder Outstanding Shares Owned -------------------------------------------------------------------------------- Global Growth -------------------------------------------------------------------------------- Investor Charles Schwab & Co., Inc. 5% San Francisco, CA -------------------------------------------------------------------------------- Advisor Boone County National Bank 37% FBO Block & Brick Co. Ret Fund Columbia, MO Charles Schwab & Co., Inc. 26% San Francisco, CA National Financial Services LLC 15% New York, NY Nationwide Trust Company 11% Columbus, OH -------------------------------------------------------------------------------- Institutional Trustees of American Century 48% Profit Sharing & 401(k) Savings Plan & Trust Kansas City, MO UMB TR American Century Services Corp. 25% Stock Option Surrender Plan TR Kansas City, MO UMB TR American Century Services Corp. 20% Stock Option Surrender Plan TR Kansas City, MO -------------------------------------------------------------------------------- C American Enterprise Investment Svcs 72% Minneapolis, MN MCB Trust Services Custodian 23% FBO Mid-Minnesota Hot Mix Inc. 401(k) Denver, CO -------------------------------------------------------------------------------- International Growth -------------------------------------------------------------------------------- Investor Charles Schwab & Co., Inc. 11% San Francisco, CA -------------------------------------------------------------------------------- Advisor Nationwide Insurance Company QPVA 14% Columbus, OH Nationwide Trust Company FSB 9% Columbus, OH State Street Bank 8% FBO ADP Daily Val North Quincy, MA Charles Schwab & Co., Inc. 8% San Francisco, CA Wells Fargo Bank NA FBO 7% Fidelity National Financial 401(k) Profit Sharing Plan Minneapolis, MN -------------------------------------------------------------------------------- 28 Percentage of Fund/Class Shareholder Outstanding Shares Owned -------------------------------------------------------------------------------- International Growth -------------------------------------------------------------------------------- Institutional The Chase Manhattan Bank NA, Trustee 10% Robert Bosch Corporation New Star Plan & Trust New York, NY JP Morgan Chase Bank Trustee 6% Employees Ret Plan of Bose Corp. (JP Morgan Chase Bank) Trust New York, NY -------------------------------------------------------------------------------- A Charles Schwab & Co., Inc. 88% San Francisco, CA -------------------------------------------------------------------------------- B American Enterprise Investment Svcs 61% Minneapolis, MN MLPF&S Inc. 5% Jacksonville, FL -------------------------------------------------------------------------------- C Pershing LLC 7% Jersey City, NJ Boone County National Bank TR Assoc. 5% FBO Missouri Bankers Columbia, MO -------------------------------------------------------------------------------- International Opportunities -------------------------------------------------------------------------------- Investor Charles Schwab & Co., Inc. 30% San Francisco, CA -------------------------------------------------------------------------------- Institutional Memorial Hospital of South Bend 65% South Bend, IN Philip A. Newbold & Jeffrey P. Costello 35% Trustee, Memorial Health System, Inc., Employees Pension Plan South Bend, IN -------------------------------------------------------------------------------- International Discovery -------------------------------------------------------------------------------- Investor Charles Schwab & Co., Inc. 16% San Francisco, CA -------------------------------------------------------------------------------- Advisor Arrowhead Trust, Inc. 41% San Bernardino, CA MCB Trust Services, Custodian, 34% Lizardtech, Inc. Denver, CO La Salle Bank National Association 26% Chicago, IL -------------------------------------------------------------------------------- Institutional Hollowwave & Co. 26% Boston, MA JP Morgan Chase Bank Trustee 22% 401(k) Savings Plan of JP Morgan Chase & Co. Trust Brooklyn, NY Charles Schwab & Co., Inc. 18% San Francisco, CA -------------------------------------------------------------------------------- 29 Percentage of Fund/Class Shareholder Outstanding Shares Owned -------------------------------------------------------------------------------- International Discovery -------------------------------------------------------------------------------- Institutional Trustees of American Century 12% Profit Sharing & 401(k) Savings Plan & Trust Kansas City, MO US Bank NA, Trustee 9% Ceridian Corporation Master Trust Milwaukee, WI -------------------------------------------------------------------------------- Emerging Markets -------------------------------------------------------------------------------- Investor Charles Schwab & Co., Inc. 16% San Francisco, CA American Century Investment Management, Inc. 8% Kansas City, MO -------------------------------------------------------------------------------- Advisor Hubco Regions Financial Corp. 29% Birmingham, AL Charles Schwab & Co., Inc. 23% San Francisco, CA Suntrust Bank, Trustee FBO 12% Espirito Santo Bank 401k Plan Englewood, CO Suntrust Bank, Trust, FBO 10% American Magnetics, Inc. 401k Profit Sharing Plan Trust Englewood, CO Suntrust Bank Trustee 6% FBO ALPA Deferred Compensation Plan for Certain Senior Employees Englewood, CO -------------------------------------------------------------------------------- Institutional Fidelity FIIOC Trustee 33% Covington, KY 1999 Irrevocable US Annuity & Gift Trust 24% St. Louis, MO Charles Schwab & Co., Inc. 14% San Francisco, CA Trustees of American Century 10% Profit Sharing & 401(k) Savings Plan & Trust Kansas City, MO The Chase Manhattan Bank NA TR 9% Robert Bosch Corporation New Star Plan & Trust New York, NY -------------------------------------------------------------------------------- C Mobank & Co EB 97% Monroe, MI -------------------------------------------------------------------------------- Life Sciences -------------------------------------------------------------------------------- Investor Charles Schwab & Co., Inc. 13% San Francisco, CA -------------------------------------------------------------------------------- Advisor MCB Trust Services Custodian 67% Liquidhub, Inc. Denver, CO -------------------------------------------------------------------------------- 30 Percentage of Fund/Class Shareholder Outstanding Shares Owned -------------------------------------------------------------------------------- Life Sciences -------------------------------------------------------------------------------- Advisor UMBSC & CO 11% FBO Kathryn E. Black IRA Kansas City, MO UMBSC & CO 10% FBO B Jeanmarie Amiri IRA R/0 Kansas City, MO UMBSC & CO 5% FBO Alvin Walker Kansas City, MO -------------------------------------------------------------------------------- Institutional Trustees of American Century 69% Profit Sharing & 401K Savings Plan & Trust Kansas City, MO UMB Trustee 25% Executive Deferred Compensation Plan & Trust Kansas City, MO -------------------------------------------------------------------------------- C Legg Mason Wood Walker, Inc. 72% Baltimore, MD American Enterprise Investment Svcs 28% Minneapolis, MN -------------------------------------------------------------------------------- Technology -------------------------------------------------------------------------------- Investor Charles Schwab & Co., Inc. 8% San Francisco, CA -------------------------------------------------------------------------------- Advisor National Financial Services LLC 78% New York, NY Frontier Trust Company TTEE 18% FBO Browne Blebotte Wilson & Horn Fargo, ND -------------------------------------------------------------------------------- Institutional Trustees of American Century 65% Profit Sharing & 401K Savings Plan & Trust Kansas City, MO American Century Investment 19% Management, Inc. Kansas City, MO UMB Trustee American Century 8% Executive Deferred Compensation Plan & Trust Kansas City, MO -------------------------------------------------------------------------------- C None -------------------------------------------------------------------------------- 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 American Century World Mutual Funds, Inc. As of July 31, 2003, the officers and directors of the funds, as a group, owned less than 1% of any class of a fund's outstanding shares. 31 SERVICE PROVIDERS The funds have no employees. To conduct the funds' day-to-day activities, the funds have hired a number of service providers. Each service provider has a specific function to fill on behalf of the funds that is described below. ACIM, ACSC and ACIS are wholly owned by ACC. James E. Stowers, Jr., Chairman of ACC, 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 the Prospectuses under the heading Management. For services provided to each fund, the advisor receives a monthly fee based on a percentage of the average net assets of the fund. The funds (except for International Opportunities) have a stepped fee structure, as follows: Fund Class Percentage of Net Assets -------------------------------------------------------------------------------- Global Growth Investor and C 1.30% of first $1 billion 1.15% of the next $1 billion 1.05% over $2 billion ---------------------------------------------------- Institutional 1.10% of first $1 billion 0.95% of the next $1 billion 0.85% over $2 billion ---------------------------------------------------- Advisor 1.05% of first $1 billion 0.90% of the next $1 billion 0.80% over $2 billion -------------------------------------------------------------------------------- International Growth Investor, A, B, C and 1.50% of first $1 billion R 1.20% of the next $1 billion 1.10% over $2 billion ---------------------------------------------------- Institutional 1.30 of first $1 billion 1.00% of the next $1 billion 0.90% over $2 billion ---------------------------------------------------- Advisor 1.25% of first $1 billion 0.95% of the next $1 billion 0.85% over $2 billion -------------------------------------------------------------------------------- International Opportunities Investor 2.00% ---------------------------------------------------- Institutional 1.80% -------------------------------------------------------------------------------- International Discovery Investor 1.75% of first $500 million 1.40% of the next $500 million 1.20% over $1 billion ---------------------------------------------------- Institutional 1.55% of first $500 million 1.20% of the next $500 million 1.00% over $1 billion ---------------------------------------------------- Advisor 1.50% of first $500 million 1.15% of the next $500 million 0.95% over $1 billion -------------------------------------------------------------------------------- 32 Fund Class Percentage of Net Assets -------------------------------------------------------------------------------- Emerging Markets Investor and C 2.00% of first $500 million 1.50% of the next $500 million 1.25% over $1 billion ---------------------------------------------------- Institutional 1.80% of first $500 million 1.30% of the next $500 million 1.05% over $1 billion ---------------------------------------------------- Advisor 1.75% of first $500 million 1.25% of the next $500 million 1.00% over $1 billion -------------------------------------------------------------------------------- Life Sciences Investor and C 1.50% of first $1 billion 1.30% over $1 billion ---------------------------------------------------- Institutional 1.30% of first $1 billion 1.10% over $1 billion ---------------------------------------------------- Advisor 1.25% of first $1 billion 1.05% over $1 billion -------------------------------------------------------------------------------- Technology Investor and C 1.50% of first $1 billion 1.30% over $1 billion ---------------------------------------------------- Institutional 1.30% of first $1 billion 1.10% over $1 billion ---------------------------------------------------- Advisor 1.25% of first $1 billion 1.05% over $1 billion -------------------------------------------------------------------------------- On the first business day of each month, the funds pay a management fee to the advisor for the previous month at the specified rate. The fee for the previous month is calculated by multiplying the applicable fee for the fund by the aggregate average daily closing value of a fund's net assets during the previous month. This number is then multiplied by a fraction, the numerator of which is the number of days in the previous month and the denominator of which is 365 (366 in leap years). The management agreement 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. 33 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. In addition, purchases or sales of the same security may be made for two or more clients or funds on the same date. Such transactions will be allocated among clients in a manner believed by the advisor to be equitable to each. In some cases this procedure could have an adverse effect on the price or amount of the securities purchased or sold by a fund. The advisor may aggregate purchase and sale orders of the funds with purchase and sale orders of its other clients when the advisor believes that such aggregation provides the best execution for the funds. The Board of Directors has approved the policy of the advisor with respect to the aggregation of portfolio transactions. Where portfolio transactions have been aggregated, the funds participate at the average share price for all transactions in that security on a given day and allocate transaction costs on a pro rata basis. The advisor will not aggregate portfolio transactions of the funds unless it believes such aggregation is consistent with its duty to seek best execution on behalf of the funds and the terms of the management agreement. The advisor receives no additional compensation or remuneration as a result of such aggregation. Unified management fees incurred by each fund by class for the fiscal periods ended November 30, 2002, 2001 and 2000, are indicated in the following table. New classes of the funds did not pay anything during these periods. UNIFIED MANAGEMENT FEES ----------------------------------------------------------------------------- Fund/Class 2002 2001 2000 ----------------------------------------------------------------------------- Global Growth Investor $3,187,939 $4,409,433 $5,741,938 ----------------------------------------------------------------------------- Advisor $6,611 $14,035 $4,080 ----------------------------------------------------------------------------- Institutional $39,684 $50,816 $20,132 ----------------------------------------------------------------------------- C $202(1) N/A N/A ----------------------------------------------------------------------------- International Growth Investor $36,212,774 $47,929,083 $57,685,724 ----------------------------------------------------------------------------- Advisor $2,067,549 $1,984,980 $1,278,364 ----------------------------------------------------------------------------- Institutional $3,208,175 $3,637,748 $3,276,463 ----------------------------------------------------------------------------- C $8,983(1) $380 N/A ----------------------------------------------------------------------------- International Opportunities Investor $342,956 $53,982(2) N/A ----------------------------------------------------------------------------- Institutional(3) N/A N/A N/A ----------------------------------------------------------------------------- International Discovery Investor $14,754,334 $18,537,181 $27,823,372 ----------------------------------------------------------------------------- Advisor $2,938 $4,756 $5,540 ----------------------------------------------------------------------------- Institutional $2,256,919 $2,965,328 $3,568,981 ----------------------------------------------------------------------------- (1) The inception dates for the C Class are: Global Growth, March 1, 2002; and International Growth, June 4, 2001. (2) The inception date for the Investor Class is June 1, 2001. (3) The class had no assets as of the end of the most recent fiscal year. Therefore, the class paid no management fees. 34 UNIFIED MANAGEMENT FEES -------------------------------------------------------------------------- Fund/Class 2002 2001 2000 -------------------------------------------------------------------------- Emerging Markets Investor $1,983,488 $1,703,333 $2,439,641 -------------------------------------------------------------------------- Advisor $22,870 $7,337 $6,159 -------------------------------------------------------------------------- Institutional $353,006 $369,360 $558,475 -------------------------------------------------------------------------- C $675(1) N/A N/A -------------------------------------------------------------------------- Life Sciences Investor $2,897,187 $3,461,223 $1,251,383 -------------------------------------------------------------------------- Advisor $281 $429(2) N/A -------------------------------------------------------------------------- Institutional $51,125 $49,947(3) N/A -------------------------------------------------------------------------- C(1) $89 N/A N/A -------------------------------------------------------------------------- Technology Investor $2,150,160 $2,875,138 $1,494,281 -------------------------------------------------------------------------- Advisor $244 $502(2) N/A -------------------------------------------------------------------------- Institutional $112,155 $118,407(3) N/A -------------------------------------------------------------------------- C(4) N/A N/A N/A -------------------------------------------------------------------------- (1) The inception dates for the C Class are: Emerging Markets, December 18, 2001; and Life Sciences, November 29, 2001. (2) The inception dates for the Advisor Class are: Life Sciences, November 14, 2000; and Technology, June 30, 2000. (3) The inception dates for the Institutional Class are: Life Sciences, July 17, 2000; and Technology, July 14, 2000. (4) The class had no assets as of the end of the most recent fiscal year. Therefore, the class paid no management fees. TRANSFER AGENT AND ADMINISTRATOR American Century Services Corporation, 4500 Main Street, Kansas City, Missouri 64111, acts as transfer agent and dividend-paying agent for the funds. It provides physical facilities, computer hardware and software and personnel, for the day-to-day administration of the funds and the advisor. The advisor pays ACSC for these services. From time to time, special services may be offered to shareholders who maintain higher share balances in our family of funds. These services may include the waiver of minimum investment requirements, expedited confirmation of shareholder transactions, newsletters and a team of personal representatives. Any expenses associated with these special services will be paid by the advisor. DISTRIBUTOR The funds' shares are distributed by American Century Investment Services, Inc., 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. 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, and 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 providing these services. 35 OTHER SERVICE PROVIDERS CUSTODIAN BANKS J.P. Morgan Chase and Co., 770 Broadway, 10th Floor, New York, New York 10003-9598, and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, each serves as custodian of the funds' assets. The custodians take no part in determining the investment policies of the funds or in deciding which securities are purchased or sold by the funds. The funds, however, may invest in certain obligations of the custodians and may purchase or sell certain securities from or to the custodians. INDEPENDENT AUDITORS Deloitte & Touche LLP is the independent auditors of the funds. The address of Deloitte & Touche LLP is 1010 Grand Boulevard, Kansas City, Missouri 64106. As the independent auditors of the funds, Deloitte & Touche LLP provides services including: (1) auditing the annual financial statements for each fund, (2) assisting and consulting in connection with SEC filings and (3) reviewing the annual federal income tax return filed for each fund. 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. In the years ended November 30, 2002, 2001 and 2000, the brokerage commissions of each fund were: Fund 2002 2001 2000 ----------------------------------------------------------------------------- Global Growth $1,831,436 $2,049,860 $1,318,821 ----------------------------------------------------------------------------- International Growth $24,621,894 $24,507,458 $17,386,139 ----------------------------------------------------------------------------- International Opportunities(1) $251,581 $51,577 N/A ----------------------------------------------------------------------------- International Discovery $10,287,829 $10,869,763 $9,769,805 ----------------------------------------------------------------------------- Emerging Markets $3,040,810 $2,175,405 $814,884 ----------------------------------------------------------------------------- Life Sciences $616,359 $563,813 $220,389 ----------------------------------------------------------------------------- Technology $639,974 $725,770 $186,153 ----------------------------------------------------------------------------- (1) Commenced operations June 1, 2001. 36 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 may also deal on a brokerage basis when utilizing electronic trading networks or as circumstances warrant. 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 your 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 of shares 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 investment and other assets held for each series. Your rights as a shareholder are the same for all series of securities unless otherwise stated. Within their respective series, all shares have equal redemption rights. Each share, when issued, is fully paid and non-assessable. In the event of complete liquidation or dissolution of the funds, shareholders of each series or class of shares will be entitled to receive, pro rata, all of the assets less the liabilities of that series or class. Each shareholder has rights to dividends and distributions declared by the fund he or she owns and to the net assets of such fund upon its liquidation or dissolution proportionate to his or her share ownership interest in the fund. MULTIPLE CLASS STRUCTURE The corporation's Board of Directors has adopted a multiple class plan (the Multiclass 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. 37 The Investor Class of most funds is made available to investors directly without any load or commission, for a single unified management fee. It is also available through some financial intermediaries. The Investor Class of those funds which have A and B Classes is not available directly at no load. The Institutional and Advisor Classes are made available to institutional shareholders or through financial intermediaries that do not require the same level of shareholder and administrative services from the advisor as Investor Class shareholders. As a result, the advisor is able to charge these classes a lower total management fee. In addition to the management fee, however, the Advisor Class shares are subject to a Master Distribution and Shareholder Services Plan (the Advisor Class Plan). The A, B and C 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 total management fee for the A, B, C and R Classes is the same as for Investor Class, but the A, B, C and R 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 and R Class Plan, respectively and collectively with the Advisor Class Plan, 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 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. Pursuant to Rule 12b-1, information with respect to revenues and expenses under the Plans is presented to the Board of Directors quarterly for its consideration in connection with its deliberations as to the continuance of the Plans. Continuance of the Plans must be approved by the Board of Directors (including a majority of the independent directors) annually. The Plans may be amended by a vote of the Board of Directors (including a majority of the independent directors), except that the Plans may not be amended to materially increase the amount to be spent for distribution without majority approval of the shareholders of the affected class. The Plans terminate automatically in the event of an assignment and may be terminated upon a vote of a majority of the independent directors or by vote of a majority of the outstanding shareholder votes of the affected class. All fees paid under the Plans will be made in accordance with Section 26 of the Conduct Rules of the National Association of Securities Dealers (NASD). A Class Plan As described in the Prospectuses, the A Class shares of the funds are made available to participants in employer-sponsored retirement or savings 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. 38 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 Advisor, as paying agent for the fund, a fee equal to 0.25% annually of the average daily net asset value of the A Class shares. The A Class had not been offered as of November 30, 2002, and therefore no fees have been paid. 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) the payment of 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) compensation to registered representatives or other employees of the distributor who engage in or support distribution of the funds' A Class shares; (c) compensation to, and 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; 39 (l) profit on the foregoing; (m) paying service fees for providing personal, continuing services to investors, as contemplated by the Conduct Rules of the NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of 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 or savings 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 Advisor, as paying agent for the fund, a fee equal to 1.00% annually of the average daily net asset value of the B Class shares. The B Class had not been offered as of November 30, 2002, and therefore no fees have been paid. 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 B Class shares, which services may include but are not limited to: (a) the payment of sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell B Class shares pursuant to selling agreements; (b) compensation to registered representatives or other employees of the distributor who engage in or support distribution of the funds' B Class shares; (c) compensation to, and expenses (including overhead and telephone expenses) of, the distributor; 40 (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 NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of 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 or savings 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 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 Advisor, as paying agent for the fund, a fee equal to 1.00% annually of the average daily net asset value of the C Class shares. During the fiscal year ended November 30, 2002, the aggregate amount of fees paid under the C Class plan was International Growth, $7,175, Emerging Markets, $338, Global Growth, $156, and Life Sciences, $60. 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; 41 (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 C Class shares, which services may include but are not limited to: (a) the payment of sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell C Class shares pursuant to selling agreements; (b) compensation to registered representatives or other employees of the distributor who engage in or support distribution of the funds' C Class shares; (c) compensation to, and 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 NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of 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 or savings 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. 42 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. 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 Advisor, as paying agent for the fund, a fee equal to 0.50% annually of the average daily net asset value of the R Class shares. The R Class had not been offered as of November 30, 2002, and therefore no fees have been paid. 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) the payment of sales commissions, on-going commissions and other payments to brokers, dealers, financial institutions or others who sell R Class shares pursuant to selling agreements; (b) compensation to registered representatives or other employees of the distributor who engage in or support distribution of the funds' R Class shares; (c) compensation to, and 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; 43 (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 NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the funds pursuant to the terms of 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 Prospectus, the funds' Advisor Class shares are made available to participants in employer-sponsored retirement or savings plans and to persons purchasing through financial intermediaries, such as banks, broker-dealers and insurance companies. 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 Advisor Class shareholders. In addition to such services, the financial intermediaries provide various distribution services. To enable the funds' shares to be made available through such plans and financial intermediaries, and to compensate them for such services, the funds' advisor has reduced its management fee by 0.25% per annum with respect to the Advisor Class shares and the funds' Board of Directors has adopted the Advisor Class Plan. Pursuant to the Advisor Class Plan, the Advisor Class pays the distributor a fee of 0.50% annually of the aggregate average daily asset value of the funds' Advisor Class shares, 0.25% of which is paid for shareholder services (described below) and 0.25% of which is paid for distribution services. During the fiscal year ended November 30, 2002, the aggregate amount of fees paid under the Advisor Class Plan was: Global Growth $3,128 International Discovery $1,150 International Growth $1,035,762 Emerging Markets $6,530 Life Sciences $112 Technology $98 Payments may be made for a variety of shareholder services, including, but are not limited to: (a) receiving, aggregating and processing purchase, exchange and redemption requests from beneficial owners (including contract owners of insurance products that utilize the funds as underlying investment media) of shares 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; 44 (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 investor 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; and (k) paying service fees for the provision of personal, continuing services to the shareholders as contemplated by the Rules of Fair Practice of the NASD. 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 November 30, 2002, the amount of fees paid under the Advisor Class Plan for shareholder services was: Global Growth $1,564 International Discovery $575 International Growth $517,881 Emerging Markets $3,265 Life Sciences $56 Technology $49 Distribution services include any activity undertaken or expense incurred that is primarily intended to result in the sale of Advisor Class shares, which services may include but are not limited to (a) the payment of sales commissions, on going commissions and other payments to brokers, dealers, financial institutions or others who sell Advisor Class shares pursuant to Selling Agreements; (b) compensation to registered representatives or other employees of the distributor who engage in or support distribution of the funds' Advisor Class shares; (c) compensation to, and 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 the provision of personal, continuing services to investors, as contemplated by the Conduct Rules of the NASD; and 45 (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 November 30, 2002, the amount of fees paid under the Advisor Class Plan for distribution services was: Global Growth $1,564 International Discovery $575 International Growth $517,881 Emerging Markets $3,265 Life Sciences $56 Technology $49 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 "Choosing a Share Class." 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: * Qualified 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 * Wrap accounts maintained for clients of certain financial intermediaries who have entered into agreements with American Century * Purchases by current and retired employees of American Century and their immediate family members (spouses and children under age 21) and trusts or qualified retirement plans established by those persons * Purchases by certain other investors that American Century deems appropriate, including but not limited to current or retired directors, trustees and officers of funds managed by the advisor and trusts and qualified 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 upon redemption of the shares in certain circumstances. The specific charges and when they apply are described in the relevant prospectuses. The contingent deferred sales charge may be waived for certain redemptions by some shareholders, as described in the prospectuses. Shares of the A and B Classes of the funds have not been offered as of the fiscal year ended November 30, 2002. No contingent deferred sales charges were paid to the Distributor for C Class shares for the fiscal year ended November 30, 2002. 46 Dealer Concessions 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 will be 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 qualified 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 13 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. After the first 13 months, 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 contingent deferred sales charge 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 concessions may be offered as well, and all such concessions will be consistent with applicable law, including the then-current rules of the National Association of Securities Dealers, Inc. Such concessions will not change the price paid by investors for shares of the funds. BUYING AND SELLING FUND SHARES Information about buying, selling and exchanging fund shares is contained in the funds' Prospectuses and in Your Guide to American Century Services. The Prospectuses and guide are available to investors without charge and may be obtained by calling us. 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. 47 Each fund's net asset value (NAV) is calculated as of the close of business of the New York Stock Exchange (the Exchange), each day the Exchange is open for business. The Exchange usually closes at 4 p.m. Eastern time. The Exchange typically observes the following holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Although the funds expect the same holiday schedule to be observed in the future, the Exchange 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 are generally valued at the preceding closing values of such securities on the exchange where primarily traded or as of the close of the New York Stock Exchange, if that is earlier. That value is then converted to U.S. dollars at the prevailing foreign exchange rate. 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 at fair value as determined in accordance with procedures adopted by the Board of Directors. Debt securities not traded on a principal securities exchange are valued through valuations obtained from a commercial pricing service or at the most recent mean of the bid and asked prices provided by investment dealers in accordance with procedures established by the Board of Directors. Securities maturing within 60 days of the valuation date may be valued at cost, plus or minus any amortized discount or premium, unless the directors determine 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 at their fair value 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 New York Stock Exchange, 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 New York Stock Exchange is open. If an event were to occur after the value of a security was established but before the net asset value per share was determined that was likely to materially change the net asset value, then that security would be valued at fair value as determined in accordance with procedures adopted by the Board of Directors. Trading of these securities in foreign markets may not take place on every day that the Exchange 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 Exchange is not open and on which the funds' net asset values are not calculated. Therefore, such calculations do not take place contemporaneously with the determination of the prices of many of the portfolio securities used in such calculations and the value of the funds' portfolios may be affected on days when shares of the fund may not be purchased or redeemed. 48 TAXES FEDERAL INCOME TAXES Each fund intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so qualifying, a fund will be exempt from federal income taxes to the extent that it distributes substantially all of its net investment income and net realized capital gains (if any) to shareholders. If a fund fails to qualify as a regulated investment company, it will be liable for taxes, significantly reducing its distributions to investors and eliminating investors' ability to treat distributions received 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 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 120-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 funds. 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 dividend 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 in respect of 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 30-day period, beginning 15 days prior to the ex-dividend date for the mutual fund shares. The mutual fund must meet a similar holding period requirement with respect to foreign securities to which a dividend is attributable. Any portion of the foreign tax credit that is ineligible as a result of the fund not meeting the holding period requirement will be deducted in computing net investment income. 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. 49 As of November 30, 2002, the funds in the table below had the following capital loss carryovers. When a fund has a capital loss carryover, it does not make capital gains distributions until the loss has been offset or expired. Fund Capital Loss Carryover ----------------------------------------------------------------------------- International Growth $1,518,407,105 (expiring in 2009 through 2010) ----------------------------------------------------------------------------- International Discovery $150,147,704 (expiring in 2009 through 2010) ----------------------------------------------------------------------------- Emerging Markets $37,434,597 (expiring in 2009 through 2010 ----------------------------------------------------------------------------- Global Growth $108,994,495 (expiring in 2009 through 2010) ----------------------------------------------------------------------------- International Opportunities $3,397,388 (expiring in 2009 through 2010) ----------------------------------------------------------------------------- Life Sciences $64,222,705 (expiring in 2009 through 2010 ----------------------------------------------------------------------------- Technology $272,930,689 (expiring in 2008 through 2010) ----------------------------------------------------------------------------- If you have not complied with certain provisions of the Internal Revenue Code and Regulations, either American Century 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 will generally 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. 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. The information above is only a summary of some of the tax considerations affecting the funds and their shareholders. No attempt has been made to discuss individual tax consequences. A prospective investor should consult with his or her tax advisors or state or local tax authorities to determine whether the funds are suitable investments. 50 HOW FUND PERFORMANCE INFORMATION IS CALCULATED The funds may quote performance in various ways. Fund performance may be shown by presenting one or more performance measurements, including cumulative total return, average annual total return or yield. All performance information advertised by the funds is historical in nature and is not intended to represent or guarantee future results. The value of fund shares when redeemed may be more or less than their original cost. Total returns quoted in advertising and sales literature reflect all aspects of a fund's return, including the effect of reinvesting dividends and capital gains distributions (if any) and any change in the fund's NAV during the period. Average annual total returns are calculated by determining the growth or decline in value of a hypothetical historical investment in a fund during a stated period and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant throughout the period. For example, a cumulative total return of 100% over 10 years would produce an average annual return of 7.18%, which is the steady annual rate that would equal 100% growth on a compounded basis in 10 years. While average annual total returns are a convenient means of comparing investment alternatives, investors should realize that the funds' performance is not constant over time, but changes from year to year, and that average annual total returns represent averaged figures as opposed to actual year-to-year performance. In addition to average annual total returns, each fund may quote unaveraged or cumulative total returns reflecting the simple change in value of an investment over a stated period, including periods other than one, five and 10 years. Average annual and cumulative total returns may be quoted as percentages or as dollar amounts and may be calculated for a single investment, a series of investments, or a series of redemptions over any time period. Total returns may be broken down into components of income and capital (including capital gains and changes in share price) to illustrate the relationship of these factors and their contributions to total return. The tables below show the average annual total returns for the various classes of the funds calculated three different ways. As new classes, performance information for the A and B Classes of International Growth is not available as of the fiscal year end. Return Before Taxes shows the actual change in the value of the fund shares over the time periods shown, but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning the fund shares. Return After Taxes on Distributions is a fund's actual performance, adjusted by the effect of taxes on distributions made by the fund during the periods shown. Return After Taxes on Distributions and the Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the historical highest federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. 51 AVERAGE ANNUAL TOTAL RETURNS-- INVESTOR CLASS (Periods Ended November 30, 2002) --------------------------------------------------------------------------------------------------- 1 5 10 From Inception Fund year years years Inception(1) Date --------------------------------------------------------------------------------------------------- Global Growth 12/01/1998 Return Before Taxes -12.78% N/A N/A 4.84% Return After Taxes on Distributions -12.78% N/A N/A 3.91% Return After Taxes on Distributions and Sale of Fund Shares -7.85% N/A N/A 3.80% --------------------------------------------------------------------------------------------------- International Growth 05/09/1991 Return Before Taxes -14.54% 1.11% 8.02% 8.09% Return After Taxes on Distributions -14.58% -0.81% 6.10% N/A Return After Taxes on Distributions and Sale of Fund Shares -8.81% 0.76% 6.20% N/A --------------------------------------------------------------------------------------------------- International Opportunities 06/01/2001 Return Before Taxes -2.87% N/A N/A -3.64% Return After Taxes on Distributions -2.88% N/A N/A -3.64% Return After Taxes on Distributions and Sale of Fund Shares -1.77% N/A N/A -2.91% --------------------------------------------------------------------------------------------------- International Discovery 04/01/1994 Return Before Taxes -8.00% 6.56% N/A 11.02% Return After Taxes on Distributions -8.00% 5.41% N/A 10.13% Return After Taxes on Distributions and Sale of Fund Shares -4.91% 5.35% N/A 9.27% --------------------------------------------------------------------------------------------------- Emerging Markets 09/30/1997 Return Before Taxes -10.86% -2.04% N/A -5.45% Return After Taxes on Distributions -10.86% -2.18% N/A -5.58% Return After Taxes on Distributions and Sale of Fund Shares -6.67% -1.59% N/A -4.22% --------------------------------------------------------------------------------------------------- Life Sciences 06/30/2000 Return Before Taxes -27.31% N/A N/A -12.38% Return After Taxes on Distributions -27.31% N/A N/A -12.74% Return After Taxes on Distributions and Sale of Fund Shares -16.77% N/A N/A -9.83% --------------------------------------------------------------------------------------------------- Technology 06/30/2000 Return Before Taxes -31.10% N/A N/A -40.26% Return After Taxes on Distributions -31.10% N/A N/A -40.24% Return After Taxes on Distributions and Sale of Fund Shares -19.10% N/A N/A -29.44% --------------------------------------------------------------------------------------------------- (1) Only funds with performance history less than 10 years show after-tax returns from inception. 52 AVERAGE ANNUAL TOTAL RETURNS-- INSTITUTIONAL CLASS (Periods Ended November 30, 2002) ----------------------------------------------------------------------------------------------- Fund 1 year 5 years From Inception Inception Date ----------------------------------------------------------------------------------------------- Global Growth 08/01/2000 Return Before Taxes -12.60% N/A -19.68% Return After Taxes on Distributions -12.60% N/A -20.38% Return After Taxes on Distributions and Sale of Fund Shares -7.74% N/A -15.24% ----------------------------------------------------------------------------------------------- International Growth 11/20/1997 Return Before Taxes -14.33% 1.34% 1.24% Return After Taxes on Distributions -14.43% -0.65% -0.73% Return After Taxes on Distributions and Sale of Fund Shares -8.67% 0.91% 0.83% ----------------------------------------------------------------------------------------------- International Discovery 01/02/1998 Return Before Taxes -7.76% N/A 6.54% Return After Taxes on Distributions -7.76% N/A 5.75% Return After Taxes on Distributions and Sale of Fund Shares -4.77% N/A 5.52% ----------------------------------------------------------------------------------------------- Emerging Markets 01/28/1999 Return Before Taxes -10.78% N/A 2.83% Return After Taxes on Distributions -10.78% N/A 2.64% Return After Taxes on Distributions and Sale of Fund Shares -6.62% N/A 2.33% ----------------------------------------------------------------------------------------------- Life Sciences 07/17/2000 Return Before Taxes -27.20% N/A -14.26% Return After Taxes on Distributions -27.20% N/A -14.61% Return After Taxes on Distributions and Sale of Fund Shares -16.70% N/A -11.27% ----------------------------------------------------------------------------------------------- Technology 07/14/2000 Return Before Taxes -30.95% N/A -43.09% Return After Taxes on Distributions -30.95% N/A -43.08% Return After Taxes on Distributions and Sale of Fund Shares -19.01% N/A -31.30% ----------------------------------------------------------------------------------------------- 53 AVERAGE ANNUAL TOTAL RETURNS-- ADVISOR CLASS (Periods Ended November 30, 2002) ------------------------------------------------------------------------------------------------- Fund 1 year 5 years From Inception Inception Date ------------------------------------------------------------------------------------------------- Global Growth 02/05/1999 Return Before Taxes -12.99% N/A 1.84% Return After Taxes on Distributions -12.99% N/A 0.94% Return After Taxes on Distributions and Sale of Fund Shares -7.97% N/A 1.37% ------------------------------------------------------------------------------------------------- International Growth 10/02/1996 Return Before Taxes -14.81% 0.84% 4.03% Return After Taxes on Distributions -14.76% -0.99% 1.92% Return After Taxes on Distributions and Sale of Fund Shares -8.98% 0.59% 2.94% ------------------------------------------------------------------------------------------------- International Discovery 04/28/1998 Return Before Taxes -8.16% N/A 1.75% Return After Taxes on Distributions -8.16% N/A 0.97% Return After Taxes on Distributions and Sale of Fund Shares -5.01% N/A 1.59% ------------------------------------------------------------------------------------------------- Emerging Markets 05/12/1999 Return Before Taxes -11.17% N/A -4.92% Return After Taxes on Distributions -11.17% N/A -5.10% Return After Taxes on Distributions and Sale of Fund Shares -6.86% N/A -3.83% ------------------------------------------------------------------------------------------------- Life Sciences 11/14/2000 Return Before Taxes -27.78% N/A -18.58% Return After Taxes on Distributions -27.78% N/A -18.97% Return After Taxes on Distributions and Sale of Fund Shares -17.06% N/A -14.65% ------------------------------------------------------------------------------------------------- Technology 06/30/2000 Return Before Taxes -31.25% N/A -40.43% Return After Taxes on Distributions -31.25% N/A -40.42% Return After Taxes on Distributions and Sale of Fund Shares -19.19% N/A -29.55% ------------------------------------------------------------------------------------------------- 54 AVERAGE ANNUAL TOTAL RETURNS - C CLASS(1) (Periods Ended November 30, 2002) -------------------------------------------------------------------------------------- Fund 1 year From Inception Inception Date -------------------------------------------------------------------------------------- Global Growth 03/01/2002 Return Before Taxes N/A -13.74% Return After Taxes on Distributions N/A -13.74% Return After Taxes on Distributions and Sale of Fund Shares N/A -8.43% -------------------------------------------------------------------------------------- International Growth 06/04/2001 Return Before Taxes -15.60% -19.77% Return After Taxes on Distributions -16.45% -19.85% Return After Taxes on Distributions and Sale of Fund Shares -10.10% -15.69% -------------------------------------------------------------------------------------- Emerging Markets 12/18/2001 Return Before Taxes N/A -16.41% Return After Taxes on Distributions N/A -16.41% Return After Taxes on Distributions and Sale of Fund Shares N/A -10.08% -------------------------------------------------------------------------------------- Life Sciences 11/29/2001 Return Before Taxes -28.34% -28.34% Return After Taxes on Distributions -29.05% -29.00% Return After Taxes on Distributions and Sale of Fund Shares -17.84% -23.20% -------------------------------------------------------------------------------------- PERFORMANCE COMPARISONS The funds' performance may be compared with the performance of other mutual funds tracked by mutual fund rating services or with other indexes of market performance. This may include comparisons with funds that are sold with a sales charge or deferred sales charge. Sources of economic data that may be used for such comparisons may include, but are not limited to, U.S. Treasury bill, note and bond yields, money market fund yields, U.S. government debt and percentage held by foreigners, the U.S. money supply, net free reserves, and yields on current-coupon GNMAs (source: Board of Governors of the Federal Reserve System); the federal funds and discount rates (source: Federal Reserve Bank of New York); yield curves for U.S. Treasury securities and AA/AAA-rated corporate securities (source: Bloomberg Financial Markets); yield curves for AAA-rated tax-free municipal securities (source: Telerate); yield curves for foreign government securities (sources: Bloomberg Financial Markets and Data Resources, Inc.); total returns on foreign bonds (source: J.P. Morgan Securities Inc.); various U.S. and foreign government reports; the junk bond market (source: Data Resources, Inc.); the CRB Futures Index (source: Commodity Index Report); the price of gold (sources: London a.m./p.m. fixing and New York Comex Spot Price); rankings of any mutual fund or mutual fund category tracked by Lipper, Inc. or Morningstar, Inc.; mutual fund rankings published in major, nationally distributed periodicals; data provided by the Investment Company Institute; Ibbotson Associates, Stocks, Bonds, Bills, and Inflation; major indices of stock market performance; and indexes and historical data supplied by major securities brokerage or investment advisory firms. The funds also may utilize reprints from newspapers and magazines furnished by third parties to illustrate historical performance or to provide general information about the funds. 55 PERMISSIBLE ADVERTISING INFORMATION From time to time, the funds may, in addition to any other permissible information, include the following types of information in advertisements, supplemental sales literature and reports to shareholders: (1) discussions of general economic or financial principles (such as the effects of compounding and the benefits of dollar-cost averaging); (2) discussions of general economic trends; (3) presentations of statistical data to supplement such discussions; (4) descriptions of past or anticipated portfolio holdings for one or more of the funds; (5) descriptions of investment strategies for one or more of the funds; (6) descriptions or comparisons of various savings and investment products (including, but not limited to, qualified retirement plans and individual stocks and bonds), which may or may not include the funds; (7) comparisons of investment products (including the funds) with relevant market or industry indices or other appropriate benchmarks; (8) discussions of fund rankings or ratings by recognized rating organizations; and (9) testimonials describing the experience of persons that have invested in one or more of the funds. The funds may also include calculations, such as hypothetical compounding examples, which describe hypothetical investment results. Such performance examples will be based on an express set of assumptions and are not indicative of the performance of any of the funds. MULTIPLE CLASS PERFORMANCE ADVERTISING Pursuant to the Multiple Class Plans, the corporation may issue additional classes of existing funds or introduce new funds with multiple classes available for purchase. To the extent a new class is added to an existing fund, the managers may, in compliance with SEC and NASD rules, regulations and guidelines, market the new class of shares using the historical performance information of the original class of shares. When quoting performance information for a new class of shares for periods prior to the first full quarter after inception, the original class' performance will be restated to reflect the expenses of the new class and for periods after the first full quarter after inception, actual performance of the new class will be used. FINANCIAL STATEMENTS The financial statements for the funds have been audited by Deloitte & Touche LLP, independent auditors. Their Independent Auditors' Reports and the financial statements included in the funds' Annual Reports for the fiscal year ended November 30, 2002, are incorporated herein by reference. 56 EXPLANATION OF FIXED-INCOME SECURITIES RATINGS As described in the Prospectus and in this SAI, some of the funds may invest in fixed-income securities. Those investments, however, are subject to certain credit quality restrictions as noted in the Prospectus. The following is a summary of the rating categories referenced in the Prospectus. RATINGS OF CORPORATE DEBT SECURITIES -------------------------------------------------------------------------------- Standard & Poor's -------------------------------------------------------------------------------- AAA This is the highest rating assigned by S&P to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal. -------------------------------------------------------------------------------- AA Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal. It differs from the highest-rated obligations only in small degree. -------------------------------------------------------------------------------- A Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. -------------------------------------------------------------------------------- BBB Debt rated in this category is regarded as having an adequate capacity to pay interest and repay principal. While it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. Debt rated below BBB is regarded as having significant speculative characteristics. -------------------------------------------------------------------------------- BB Debt rated in this category has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating also is used for debt subordinated to senior debt that is assigned an actual or implied BBB rating. -------------------------------------------------------------------------------- B Debt rated in this category is more vulnerable to nonpayment than obligations rated 'BB', but currently has the capacity to pay interest and repay principal. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to pay interest and repay principal. -------------------------------------------------------------------------------- CCC Debt rated in this category is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating. -------------------------------------------------------------------------------- CC Debt rated in this category is currently highly vulnerable to nonpayment. This rating category is also applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating. -------------------------------------------------------------------------------- C The rating C typically is applied to debt subordinated to senior debt, and is currently highly vulnerable to nonpayment of interest and principal. This rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but debt service payments are being continued. -------------------------------------------------------------------------------- D Debt rated in this category is in default. This rating is used when interest payments or principal repayments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. It also will be used upon the filing of a bankruptcy petition for the taking of a similar action if debt service payments are jeopardized. -------------------------------------------------------------------------------- Moody's Investors Service, Inc. -------------------------------------------------------------------------------- Aaa This is the highest rating assigned by Moody's to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal. -------------------------------------------------------------------------------- Aa Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal and differs from Aaa issues only in a small degree. Together with Aaa debt, it comprises what are generally known as high-grade bonds. -------------------------------------------------------------------------------- A Debt rated in this category possesses many favorable investment attributes and is to be considered as upper-medium-grade debt. Although capacity to pay interest and repay principal are considered adequate, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. -------------------------------------------------------------------------------- Baa Debt rated in this category is considered as medium-grade debt having an adequate capacity to pay interest and repay principal. While it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. Debt rated below Baa is regarded as having significant speculative characteristics. -------------------------------------------------------------------------------- Ba Debt rated Ba has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. Often the protection of interest and principal payments may be very moderate. -------------------------------------------------------------------------------- B Debt rated B has a greater vulnerability to default, but currently has the capacity to meet financial commitments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied Ba or Ba3 rating. -------------------------------------------------------------------------------- Caa Debt rated Caa is of poor standing, has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. Such issues may be in default or there may be present elements of danger with respect to principal or interest. The Caa rating is also used for debt subordinated to senior debt that is assigned an actual or implies B or B3 rating. -------------------------------------------------------------------------------- Ca Debt rated in this category represent obligations that are speculative in a high degree. Such debt is often in default or has other marked shortcomings. -------------------------------------------------------------------------------- C This is the lowest rating assigned by Moody's, and debt rated C can be regarded as having extremely poor prospects of attaining investment standing. -------------------------------------------------------------------------------- Fitch, Inc. -------------------------------------------------------------------------------- AAA Debt rated in this category has the lowest expectation of credit risk. Capacity for timely payment of financial commitments is exceptionally strong and highly unlikely to be adversely affected by foreseeable events. -------------------------------------------------------------------------------- AA Debt rated in this category has a very low expectation of credit risk. Capacity for timely payment of financial commitments is very strong and not significantly vulnerable to foreseeable events. -------------------------------------------------------------------------------- A Debt rated in this category has a low expectation of credit risk. Capacity for timely payment of financial commitments is strong, but may be more vulnerable to changes in circumstances or in economic conditions than debt rated in higher categories. -------------------------------------------------------------------------------- BBB Debt rated in this category currently has a low expectation of credit risk and an adequate capacity for timely payment of financial commitments. However, adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment grade category. -------------------------------------------------------------------------------- BB Debt rated in this category has a possibility of developing credit risk, particularly as the result of adverse economic change over time. However, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. -------------------------------------------------------------------------------- B Debt rated in this category has significant credit risk, but a limited margin of safety remains. Financial commitments currently are being met, but capacity for continued debt service payments is contingent upon a sustained, favorable business and economic environment. -------------------------------------------------------------------------------- Fitch, Inc. -------------------------------------------------------------------------------- CCC, CC, C Debt rated in these categories has a real possibility for default. Capacity for meeting financial commitments depends solely upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable; a C rating signals imminent default. -------------------------------------------------------------------------------- DDD, DD, D The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. 'DDD' obligations have the highest potential for recovery, around 90%- 100% of outstanding amounts and accrued interest. 'DD' indicates potential recoveries in the range of 50%-90% and 'D' the lowest recovery potential, i.e., below 50%. Entities rated in this category have defaulted on some or all of their obligations. Entities rated 'DDD' have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated 'DD' and 'D' are generally undergoing a formal reorganization or liquidation process; those rated 'DD' are likely to satisfy a higher portion of their outstanding obligations, while entities rated 'D' have a poor prospect of repaying all obligations. -------------------------------------------------------------------------------- To provide more detailed indications of credit quality, the Standard & Poor's ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within these major rating categories. Similarly, Moody's adds numerical modifiers (1,2,3) to designate relative standing within its major bond rating categories. COMMERCIAL PAPER RATINGS ---------------------------------------------------------------------------------------------- S&P Moody's Description ---------------------------------------------------------------------------------------------- A-1 Prime-1 This indicates that the degree of safety regarding timely payment (P-1) is strong. Standard & Poor's rates those issues determined to possess extremely strong safety characteristics as A-1+. ---------------------------------------------------------------------------------------------- A-2 Prime-2 Capacity for timely payment on commercial paper is satisfactory, (P-2) but the relative degree of safety is not as high as for issues designated A-1. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriated, may be more affected by external conditions. Ample alternate liquidity is maintained. ---------------------------------------------------------------------------------------------- A-3 Prime-3 Satisfactory capacity for timely repayment. Issues that carry this (P-3) rating are somewhat more vulnerable to the adverse changes in circumstances than obligations carrying the higher designations. ---------------------------------------------------------------------------------------------- NOTE RATINGS -------------------------------------------------------------------------------- S&P Moody's Description -------------------------------------------------------------------------------- SP-1 MIG-1; VMIG-1 Notes are of the highest quality enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both. -------------------------------------------------------------------------------- SP-2 MIG-2; VMIG-2 Notes are of high quality with margins of protection ample, although not so large as in the preceding group. -------------------------------------------------------------------------------- SP-3 MIG-3; VMIG-3 Notes are of favorable quality with all security elements accounted for, but lacking the undeniable strength of the preceding grades. Market access for refinancing, in particular, is likely to be less well established. -------------------------------------------------------------------------------- SP-4 MIG-4; VMIG-4 Notes are of adequate quality carrying specific risk but having protection and not distinctly or predominantly speculative. -------------------------------------------------------------------------------- 59 MORE INFORMATION ABOUT THE FUNDS IS CONTAINED IN THESE DOCUMENTS Annual and Semiannual Reports 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 questions about the funds and your accounts, by contacting American Century at the address or telephone numbers listed below. 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 www.sec.gov * By email request at publicinfo@sec.gov By mail SEC Public Reference Section Washington, D.C. 20549-0102 Investment Company Act File No. 811-6247 [american century logo and text logo (reg. sm)] AMERICAN CENTURY INVESTMENTS P.O. Box 419200 Kansas City, Missouri 64141-6200 INVESTOR RELATIONS 1-800-345-2021 or 816-531-5575 AUTOMATED INFORMATION LINE 1-800-345-8765 WWW.AMERICANCENTURY.COM FAX 816-340-7962 TELECOMMUNICATIONS DEVICE FOR THE DEAF 1-800-634-4113 or 816-444-3485 BUSINESS; NOT-FOR-PROFIT AND EMPLOYER-SPONSORED RETIREMENT PLANS 1-800-345-3533 SH-SAI-34922 0308








PART C OTHER INFORMATION ITEM 23. Exhibits (all exhibits not filed herewith are being incorporated herein by reference). (a) (1) Articles of Incorporation of Twentieth Century World Investors, Inc., dated December 27, 1990 (filed electronically as an Exhibit to Post-Effective Amendment No. 6 to the Registration Statement of the Registrant on March 29, 1996, File No. 33-39242). (2) Articles of Amendment of Twentieth Century World Investors, Inc., dated August 10, 1993 (filed electronically as an Exhibit to Post-Effective Amendment No. 9 to the Registration Statement of the Registrant on March 30, 1998, File No. 33-39242). (3) Articles Supplementary of Twentieth Century World Investors, Inc., dated November 8, 1993 (filed electronically as an Exhibit to Post-Effective Amendment No. 6 to the Registration Statement of the Registrant on March 29, 1996, File No. 33-39242). (4) Articles Supplementary of Twentieth Century World Investors, Inc., dated April 24, 1995 (filed electronically as an Exhibit to Post-Effective Amendment No. 6 to the Registration Statement of the Registrant on March 29, 1996, File No. 33-39242). (5) Articles Supplementary of Twentieth Century World Investors, Inc., dated March 11, 1996 filed electronically as an Exhibit to Post-Effective Amendment No. 7 to the Registration Statement of the Registrant on June 13, 1996, File No. 33-9242). (6) Articles Supplementary of Twentieth Century World Investors, Inc., dated September 9, 1996 (filed electronically as an Exhibit to Post-Effective Amendment No. 9 to the Registration Statement of the Registrant on March 30, 1998, File No. 33-39242). (7) Articles of Amendment of Twentieth Century World Investors, Inc., dated December 2, 1996 (filed electronically as an Exhibit to Post-Effective Amendment No. 8 to the Registration Statement of the Registrant on March 31, 1997, File No. 33-39242). (8) Articles Supplementary of American Century World Mutual Funds, Inc., dated December 2, 1996 (filed electronically as an Exhibit to Post-Effective Amendment No. 8 to the Registration Statement of the Registrant on March 31, 1997, File No. 33-39242). (9) Articles Supplementary of American Century World Mutual Funds, Inc., dated November 13, 1998 (filed electronically as an Exhibit to Post-Effective Amendment No. 12 to the Registration Statement of the Registrant on November 13, 1998, File No. 33-39242). (10) Articles Supplementary of American Century World Mutual Funds, Inc., dated February 16, 1999 (filed electronically as an Exhibit to Post-Effective Amendment No. 15 to the Registration Statement of the Registrant on March 31, 1999, File No. 33-39242). (11) Articles Supplementary of American Century World Mutual Funds, Inc., dated May 22, 2000 (filed electronically as an Exhibit to Post-Effective Amendment No. 19 to the Registration Statement of the Registrant on May 24, 2000, File No. 33-39242). (12) Articles Supplementary of American Century World Mutual Funds, Inc., dated October 18, 2000 (filed electronically as Exhibit a12 to Post-Effective Amendment No. 25 to the Registration Statement of the Registrant on March 28, 2002, File No. 33-39242). (13) Articles Supplementary of American Century World Mutual Funds, Inc., dated March 5, 2001 (filed electronically as Exhibit a13 to Post-Effective Amendment No. 24 to the Registration Statement of the Registrant on April 19, 2001, File No. 33-39242). (14) Articles Supplementary of American Century World Mutual Funds, Inc., dated May 21, 2001 (filed electronically as Exhibit a14 to Post-Effective Amendment No. 25 to the Registration Statement of the Registrant on March 28, 2002, File No. 33-39242). (15) Articles Supplementary of American Century World Mutual Funds, Inc., dated June 14, 2002 (filed electronically as Exhibit a15 to Post-Effective Amendment No. 27 to the Registration Statement of the Registrant on October 10, 2002, File No. 33-39242). (16) Articles Supplementary of American Century World Mutual Funds, Inc., dated August 14, 2003, are included herein. (b) (1) By-Laws of Twentieth Century World Investors, Inc. (filed electronically as Exhibit b1 to Post-Effective Amendment No. 6 to the Registration Statement of the Registrant on March 29, 1996, File No. 33-39242). (2) Amendment to the By-Laws of American Century Mutual Funds, Inc., American Century Capital Portfolios, Inc., American Century World Mutual Funds, Inc. and American Century Strategic Asset Allocations, Inc. (filed electronically as Exhibit b2b to Post-Effective Amendment No. 9 to the Registration Statement of American Century Capital Portfolios, Inc. on February 17, 1998, File No. 33-64872). (c) Registrant hereby incorporates by reference, as though set forth fully herein, Article Fifth, Article Seventh, Article Eighth, and Article Ninth of Registrant's Articles of Incorporation, appearing as Exhibit (a)(1) to Post- Effective Amendment No. 6 on Form N-1A of the Registrant, and Article Fifth of Registrant's Articles of Amendment, appearing as Exhibit (a)(2) to Post-Effective Amendment No. 9 on Form N-1A of the Registrant, to the Registration Statement on March 30, 1998; and Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 22, 24, 25, 30, 31, 33, 39, 40, 45 and 46 of Registrant's By-Laws appearing as Exhibit (b)(1) to Post-Effective Amendment No. 6 on Form N-1A, and Sections 25, 30 & 31 of Registrant's By-Laws appearing as Exhibit (b)(2) to Post-Effective Amendment No. 9 on Form N-1A of American Century Capital Portfolios, Inc., File No. 33-64872. (d) (1) Management Agreement between American Century World Mutual Funds, Inc. and American Century Investment Management, Inc., dated August 1, 1997 (filed electronically as an Exhibit to Post-Effective Amendment No. 12 to the Registration Statement of the Registrant on November 13, 1998, File No. 33-39242). (2) Addendum to the Management Agreement between American Century World Mutual Funds, Inc. and American Century Investment Management, Inc., dated December 1, 1998 (filed electronically as an Exhibit to Post-Effective Amendment No. 15 to the Registration Statement of the Registrant on March 31, 1999, File No. 33-39242). (3) Addendum to the Management Agreement between American Century World Mutual Funds, Inc. and American Century Investment Management, Inc., dated as of June 1, 2000 (filed electronically as an Exhibit to Post-Effective Amendment No. 19 to the Registration Statement of the Registrant on May 24, 2000, File No. 33-39242). (4) Addendum to the Management Agreement between American Century World Mutual Funds, Inc. and American Century Investment Management, Inc., dated May 1, 2001 (filed electronically as Exhibit d4 to Post-Effective Amendment No. 24 to the Registration Statement of the Registrant on April 19, 2001, File No. 33-39242). (5) Addendum to the Management Agreement between American Century World Mutual Funds, Inc. and American Century Investment Management, Inc., dated September 3, 2002 (filed electronically as Exhibit d5 to Post-Effective Amendment No. 27 to the Registration Statement of the Registrant on October 10, 2002, File No. 33-39242). (6) Addendum to the Management Agreement between American Century World Mutual Funds, Inc. and American Century Investment Management, Inc., dated August 29, 2003, is included herein. (e) (1) Amended and Restated Distribution Agreement between American Century California Tax-Free and Municipal Funds, American Century Capital Portfolios, Inc., American Century Government Income Trust, American Century International Bond Funds, American Century Investment Trust, American Century Municipal Trust, American Century Mutual Funds, Inc., American Century Quantitative Equity Funds, American Century Strategic Asset Allocations, Inc., American Century Target Maturities Trust, American Century Variable Portfolios, Inc., American Century Variable Portfolios II, Inc., American Century World Mutual Funds, Inc. and American Century Investment Services, Inc., dated September 3, 2002 (filed electronically as Exhibit e1 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Municipal Trust on September 30, 2002, File No. 2-91229). (2) Amendment No. 1 to the Amended and Restated Distribution Agreement between American Century California Tax-Free and Municipal Funds, American Century Capital Portfolios, Inc., American Century Government Income Trust, American Century International Bond Funds, American Century Investment Trust, American Century Municipal Trust, American Century Mutual Funds, Inc., American Century Quantitative Equity Funds, American Century Strategic Asset Allocations, Inc., American Century Target Maturities Trust, American Century Variable Portfolios, Inc., American Century Variable Portfolios II, Inc., American Century World Mutual Funds, Inc. and American Century Investment Services, Inc., dated December 31, 2002 (filed electronically as Exhibit e2 to Post-Effective Amendment No. 4 to the Registration Statement of American Century Variable Portfolios II, Inc. on December 20, 2002, File No. 333-46922). (3) Amendment No. 2 to the Amended and Restated Distribution Agreement between American Century California Tax-Free and Municipal Funds, American Century Capital Portfolios, Inc., American Century Government Income Trust, American Century International Bond Funds, American Century Investment Trust, American Century Municipal Trust, American Century Mutual Funds, Inc., American Century Quantitative Equity Funds, American Century Strategic Asset Allocations, Inc., American Century Target Maturities Trust, American Century Variable Portfolios, Inc., American Century Variable Portfolios II, Inc., American Century World Mutual Funds, Inc. and American Century Investment Services, Inc., dated August 29, 2003 (filed electronically as Exhibit e3 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on August 28, 2003, File No. 33-79482). (f) Not applicable. (g) (1) Master Agreement by and between Twentieth Century Services, Inc. and Commerce Bank, N. A., dated January 22, 1997 (filed electronically as Exhibit b8e to Post-Effective Amendment No. 76 to the Registration Statement of American Century Mutual Funds, Inc. on February 28, 1997, File No. 2-14213). (2) Global Custody Agreement between American Century Investments and The Chase Manhattan Bank, dated August 9, 1996 (filed electronically as Exhibit b8 to Post-Effective Amendment No. 31 to the Registration Statement of American Century Government Income Trust on February 7, 1997, File No. 2-99222). (3) Amendment to the Global Custody Agreement between American Century Investments and The Chase Manhattan Bank, dated December 9, 2000 (filed electronically as Exhibit g2 to Pre-Effective Amendment No. 2 to the Registration Statement of American Century Variable Portfolios II, Inc. on January 9, 2001, File No. 333-46922). (4) Supplemental Agreement by and between American Century International Discovery Fund, American Century Emerging Markets Fund and American Century Global Growth Fund and The Chase Manhattan Bank, dated July 30, 1999 (filed electronically as an Exhibit to Post-Effective Amendment No. 16 to the Registration Statement of the Registrant on March 10, 2000, File No. 33-39242). (5) Supplemental Agreement by and between American Century Strategic Allocation Aggressive Fund, American Century Strategic Allocation Moderate Fund, American Century Global Growth Fund, American Century International Growth Fund and The Chase Manhattan Bank, dated February 1, 2000 (filed electronically as Exhibit h4 to Post-Effective Amendment No. 23 to the Registration Statement of the Registrant on March 14, 2001, File No. 33-39242). (h) (1) Transfer Agency Agreement by and between Twentieth Century World Investors, Inc. and Twentieth Century Services, Inc., dated as of March 1, 1991 (filed electronically as an Exhibit to Post-Effective Amendment No. 6 to the Registration Statement of the Registrant on March 29, 1996, File No. 33-39242). (2) Credit Agreement between American Century Funds and JPMorgan Chase Bank, as Administrative Agent, dated as of December 17, 2002 (filed electronically as Exhibit h8 to Post-Effective Amendment No. 4 to the Registration Statement of American Century Variable Portfolios II, Inc. on December 20, 2002, File No. 333-46922). (i) Opinion and Consent of Counsel (filed electronically as Exhibit i to Post-Effective Amendment No. 20 to the Registration Statement of the Registrant on December 1, 2000, File No. 33-39242). (j) (1) Consent of Deloitte & Touche LLP is included herein. (2) Power of Attorney, dated November 15, 2002 (filed electronically as Exhibit j2 to Post-Effective Amendment No. 99 to the Registration Statement of American Century Mutual Funds, Inc. on December 17, 2002, File No. 2-14213). (3) Secretary's Certificate, dated November 25, 2002 (filed electronically as Exhibit j3 to Post-Effective Amendment No. 99 to the Registration Statement of American Century Mutual Funds, Inc. on December 17, 2002, File No. 2-14213). (k) Not applicable. (l) Not applicable. (m) (1) Master Distribution and Shareholder Services Plan of Twentieth Century Capital Portfolios, Inc., Twentieth Century Investors, Inc., Twentieth Century Strategic Asset Allocations, Inc. and Twentieth Century World Investors, Inc. (Advisor Class), dated September 3, 1996 (filed electronically as Exhibit b15a to Post-Effective Amendment No. 9 to the Registration Statement of American Century Capital Portfolios, Inc. on February 17, 1998, File No. 33-64872). (2) Amendment No. 1 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated June 13, 1997 (filed electronically as Exhibit b15b to Post-Effective Amendment No. 77 to the Registration Statement of American Century Mutual Funds, Inc. on July 17, 1997, File No. 2-14213). (3) Amendment No. 2 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated September 30, 1997 (filed electronically as Exhibit b15c to Post-Effective Amendment No. 78 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 1998, File No. 2-14213). (4) Amendment No. 3 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc., and American Century World Mutual Funds, Inc. (Advisor Class), dated June 30, 1998 (filed electronically as Exhibit b15e to Post-Effective Amendment No. 11 to the Registration Statement of American Century Capital Portfolios, Inc. on June 26, 1998, File No. 33-64872). (5) Amendment No. 4 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc., and American Century World Mutual Funds, Inc. (Advisor Class), dated November 13, 1998 (filed electronically as Exhibit b15e to Post-Effective Amendment No. 12 to the Registration Statement of the Registrant on November 13, 1998, File No. 33-39242). (6) Amendment No. 5 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated February 16, 1999 (filed electronically as Exhibit m6 to Post-Effective Amendment No. 83 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 1999, File No. 2-14213). (7) Amendment No. 6 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated July 30, 1999 (filed electronically as Exhibit m7 to Post-Effective Amendment No. 16 to the Registration Statement of American Century Capital Portfolios, Inc. on July 29, 1999, File No. 33-64872). (8) Amendment No. 7 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated November 19, 1999 (filed electronically as Exhibit m8 to Post-Effective Amendment No. 87 to the Registration Statement of American Century Mutual Funds, Inc. on November 29, 1999, File No. 2-14213). (9) Amendment No. 8 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocation, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated June 1, 2000 (filed electronically as Exhibit m9 to Post-Effective Amendment No. 19 to the Registration Statement of the Registrant on May 24, 2000, File No. 33-39242). (10) Amendment No. 9 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated April 30, 2001 (filed electronically as Exhibit m10 to Post-Effective Amendment No. 24 to the Registration Statement of the Registrant on April 19, 2001, File No. 33-39242). (11) Amendment No. 10 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated December 3, 2001 (filed electronically as Exhibit m11 to Post-Effective Amendment No. 94 to the Registration Statement of American Century Mutual Funds, Inc. on December 13, 2001, File No. 2-14213). (12) Amendment No. 11 to the Master Distribution and Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (Advisor Class), dated September 3, 2002 (filed electronically as Exhibit m12 to Post-Effective Amendment No. 26 to the Registration Statement of the Registrant on October 1, 2002, File No. 33-39242). (13) Master Distribution and Individual Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (C Class), dated March 1, 2001 (filed electronically as Exhibit m11 to Post-Effective Amendment No. 24 to the Registration Statement of the Registrant on April 19, 2001, File No. 33-39242). (14) Amendment No. 1 to the Master Distribution and Individual Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (C Class), dated April 30, 2001 (filed electronically as Exhibit m12 to Post-Effective Amendment No. 24 to the Registration Statement of the Registrant on April 19, 2001, File No. 33-39242). (15) Amendment No. 2 to the Master Distribution and Individual Shareholder Services Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc. and American Century World Mutual Funds, Inc. (C Class), dated September 3, 2002 (filed electronically as Exhibit m15 to Post-Effective Amendment No. 27 to the Registration Statement of the Registrant on October 10, 2002, File No. 33-39242). (16) Master Distribution and Individual Shareholder Services Plan of American Century World Mutual Funds, Inc., American Century Mutual Funds, Inc., American Century Capital Portfolios, Inc., American Century Investment Trust, American Century Municipal Trust and American Century California Tax-Free and Municipal Funds (A Class) dated September 3, 2002 (filed electronically as Exhibit m6 to Post-Effective Amendment No. 34 to the Registration Statement of American Century California Tax-Free and Municipal Funds on October 1, 2002, File No. 2-82734). (17) Master Distribution and Individual Shareholder Services Plan of American Century World Mutual Funds, Inc., American Century Mutual Funds, Inc., American Century Capital Portfolios, Inc., American Century Investment Trust, American Century Municipal Trust and American Century California Tax-Free and Municipal Funds (B Class) dated September 3, 2002 (filed electronically as Exhibit m7 to Post-Effective Amendment No. 34 to the Registration Statement of American Century California Tax-Free and Municipal Funds on October 1, 2002, File No. 2-82734). (18) Master Distribution and Individual Shareholder Services Plan of American Century Mutual Funds, Inc., American Century Capital Portfolios, Inc., American Century Quantitative Equity Funds, American Century World Mutual Funds, Inc. and American Century Strategic Asset Allocations, Inc. (R Class) dated August 29, 2003 (filed electronically as Exhibit m16 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on August 28, 2003, File No. 33-79482). (n) (1) Amended and Restated Multiple Class Plan of American Century Capital Portfolios, Inc., American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc., American Century World Mutual Funds, Inc., American Century California Tax-Free and Municipal Funds, American Century Government Income Trust, American Century Investment Trust, American Century International Bond Funds, American Century Municipal Trust, American Century Quantitative Equity Funds and American Century Target Maturities Trust, dated September 3, 2002 (filed electronically as Exhibit n to Post-Effective Amendment No. 35 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 17, 2002, File No. 2-82734). (2) Amendment No. 1 to the Amended and Restated Multiple Class Plan of American Century California Tax-Free and Municipal Funds, American Century Government Income Trust, American Century International Bond Funds, American Century Investment Trust, American Century Municipal Trust, American Century Target Maturities Trust and American Century Quantitative Equity Funds, American Century Capital Portfolios, Inc, American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc, and American Century World Mutual Funds, Inc., dated December 31, 2002 (filed electronically as Exhibit n2 to Post-Effective Amendment No. 39 to the Registration Statement of American Century Municipal Trust on December 23, 2002, File No. 2-91229). (3) Amendment No. 2 to the Amended and Restated Multiple Class Plan of American Century California Tax-Free and Municipal Funds, American Century Government Income Trust, American Century International Bond Funds, American Century Investment Trust, American Century Municipal Trust, American Century Target Maturities Trust and American Century Quantitative Equity Funds, American Century Capital Portfolios, Inc, American Century Mutual Funds, Inc., American Century Strategic Asset Allocations, Inc, and American Century World Mutual Funds, Inc., dated August 29, 2003 (filed electronically as Exhibit n3 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on August 28, 2003, File No. 33-79482). (o) Not applicable. (p) American Century Investments Code of Ethics (filed electronically as Exhibit p to Post-Effective Amendment No. 35 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 17, 2002, File No. 2-82734). ITEM 24 Persons Controlled by or Under Common Control with Registrant - None. ITEM 25 Indemnification. The Registrant is a Maryland Corporation. Section 2-418 of the Maryland General Corporation Law allows a Maryland corporation to indemnify its officers, directors, employees and agents to the extent provided in such statute. Article VIII of the Registrant's Articles of Incorporation, requires the indemnification of the Registrant's directors and officers to the extent permitted by Section 2-418 of the Maryland General Corporation Law, the Investment Company Act of 1940 and all other applicable laws. The Registrant has purchased an insurance policy insuring its officers and directors against certain liabilities which such officers and directors may incur while acting in such capacities and providing reimbursement to the Registrant for sums which it may be permitted or required to pay to its officers and directors by way of indemnification against such liabilities, subject in either case to clauses respecting deductibility and participation. ITEM 26 Business and Other Connections of Investment Advisor. None. ITEM 27 Principal Underwriter. I. (a) American Century Investment Services, Inc. (ACIS) acts as principal underwriter for the following investment companies: American Century California Tax-Free and Municipal Funds American Century Capital Portfolios, Inc. American Century Government Income Trust American Century International Bond Funds American Century Investment Trust American Century Municipal Trust American Century Mutual Funds, Inc. American Century Quantitative Equity Funds American Century Strategic Asset Allocations, Inc. American Century Target Maturities Trust American Century Variable Portfolios, Inc. American Century Variable Portfolios II, Inc. American Century World Mutual Funds, Inc. ACIS is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. ACIS is located at 4500 Main Street, Kansas City, Missouri 64111. ACIS is a wholly-owned subsidiary of American Century Companies, Inc. (b) The following is a list of the directors, executive officers and partners of ACIS: Name and Principal Positions and Offices Positions and Offices Business Address* with Underwriter with Registrant --------------------------------------------------------------------- James E. Stowers, Jr. Chairman and Director Chairman and Director James E. Stowers III Co-Chairman and Director Director William M. Lyons President, Chief Executive President Officer and Director Robert T. Jackson Executive Vice President, Executive Vice Chief Financial Officer President and Chief Accounting Officer Joseph Greene Senior Vice President none Brian Jeter Senior Vice President none Mark Killen Senior Vice President none Dave Larrabee Senior Vice President none Barry Mayhew Senior Vice President none David C. Tucker Senior Vice President Senior Vice and General Counsel President * All addresses are 4500 Main Street, Kansas City, Missouri 64111 (c) Not applicable. ITEM 28 Location of Accounts and Records. All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in the possession of Registrant, American Century Services Corporation and American Century Investment Management, Inc., all located at American Century Tower, 4500 Main Street, Kansas City, Missouri 64111. ITEM 29. Management Services. Not Applicable. ITEM 30 Undertakings. Not applicable.








SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Amendment No. 31 to this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Kansas City, State of Missouri on the 28th day of August, 2003. American Century World Mutual Funds, Inc. (Registrant) By: /*/William M. Lyons William M. Lyons President and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 31 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- *William M. Lyons President August 28, 2003 William M. Lyons and Principal Executive Officer *Maryanne Roepke Senior Vice President, August 28, 2003 Maryanne Roepke Treasurer and Chief Accounting Officer *James E. Stowers, Jr. Chairman of the Board and August 28, 2003 James E. Stowers, Jr. Director *James E. Stowers III Director August 28, 2003 James E. Stowers III *Thomas A. Brown Director August 28, 2003 Thomas A. Brown *Andrea C. Hall, Ph.D. Director August 28, 2003 Andrea C. Hall, Ph.D. *D. D. (Del) Hock Director August 28, 2003 D. D. (Del) Hock *Donald H. Pratt Director August 28, 2003 Donald H. Pratt *Gale E. Sayers Director August 28, 2003 Gale E. Sayers *M. Jeannine Strandjord Director August 28, 2003 M. Jeannine Strandjord *Timothy S. Webster Director August 28, 2003 Timothy S. Webster *By /s/Charles A. Etherington Charles A. Etherington Attorney-in-Fact