SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934
                                (Amendment No. )



Filed by the Co-Registrants                             __X__
Filed by a Party other than the Registrant              _____


Check the appropriate box:


__X__  Preliminary Proxy Statement

_____  Confidential, for use of the Commission Only (as permitted by 
          Rule 14a-6(e)(2)

_____  Definitive Proxy Statement

_____  Definitive Additional materials

_____  Soliciting Material Pursuant to ss.240.14a-l l(c) or ss.240.14a-12


- --------------------------------------------------------------------------------
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                     AMERICAN CENTURY PREMIUM RESERVES, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

             (Name of Co-Registrant as Specified in Their Charters)



Payment of Filing Fee (Check the appropriate box):

__X__  No fee required.

_____  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

_____  Fee paid previously with preliminary materials.





[American Century logo and address]


June 2, 1997


Dear American Century Shareholder

         I am  writing  to inform  you of the  upcoming  annual  meeting  of the
shareholders  of your  fund.  At this  meeting,  you are being  asked to vote on
important   proposals  effecting  your  fund.  These  include  the  election  of
directors,  the  approval  of the  management  agreement,  the  ratification  of
independent  auditors,  and the elimination or amendment of certain  fundamental
investment restrictions.  The Board of Directors of your fund, including myself,
unanimously  believes  that  these  proposals  are in the  fund's  and your best
interest.

         I'm sure that you,  like most people,  lead a busy life and are tempted
to put this proxy aside for another day. Please don't.  When shareholders do not
return their  proxies,  additional  expenses  are incurred to pay for  follow-up
mailings  and  telephone  calls.  PLEASE TAKE A FEW MINUTES TO REVIEW THIS PROXY
STATEMENT AND SIGN AND RETURN ALL PROXY CARDS TODAY.  If you hold shares in more
than one fund,  you will  receive a separate  proxy card for each fund you hold.
Please be sure to sign and return  each proxy  card  regardless  of how many you
receive.

         The Board of  Directors  of your fund has  unanimously  approved  these
proposals and recommends a vote "FOR" each  proposal.  If you have any questions
regarding the issues to be voted on or need  assistance in completing your proxy
card,   please   contact  our  proxy   solicitor   D.F.  King  &  Co.,  Inc.  at
1-800-___-____.

         Thank you for your time in considering these important proposals. Thank
you for investing with American Century and for your continuing support.


                                                     Very truly yours,



                                                     James E. Stowers III
                                                     President





                       AMERICAN CENTURY MUTUAL FUNDS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                     AMERICAN CENTURY PREMIUM RESERVES, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

                          American Century Investments
                        4500 Main Street; P.O. Box 419200
                        Kansas City, Missouri 64141-6200
                         (816) ___-____; (800) ___-____

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JULY 30, 1997

      NOTICE IS HEREBY GIVEN that a joint annual meeting of shareholders of
the various series  ("Funds" and,  individually,  a "Fund") of American  Century
Mutual Funds, Inc.,  American Century World Mutual Funds, Inc., American Century
Capital Portfolios,  Inc., American Century Premium Reserves,  Inc. and American
Century  Strategic  Asset  Allocations,   Inc.,  each  a  Maryland   corporation
(individually a "Company" and, collectively,  the "Companies"),  will be held at
the Companies' offices at 4500 Main Street,  Kansas City, Missouri,  on July 30,
1997 at _____ p.m. Central Time, for the following purposes:

1.   To elect a Board of  Directors  of nine  members to hold office until their
     successors are duly elected and qualified;

2.   To vote on the approval of a Management  Agreement  with  American  Century
     Investment Management, Inc.;

3.   To  ratify  the  selection  of  Deloitte  & Touche  LLP as the  independent
     auditors of the Companies for each Company's current fiscal year;

4.   To approve the adoption of standardized  investment limitations by amending
     or eliminating  certain of the Companies'  current  fundamental  investment
     restrictions; and

5.   To transact such other  business as may properly come before the meeting or
     any adjournment thereof.

         This is a  combined  Notice  and Proxy  Statement  for the  Funds.  The
shareholders  of each Fund will vote only on those matters  being  considered by
their  Fund.  If you own  shares of more than one of the Funds (or more than one
class of a Fund),  you have received a separate  proxy for each Fund (or class).
Please complete, sign and return all proxies.

         Shareholders  of record as of the close of business on May 17, 1997 are
the only  persons  entitled  to  notice  of and to vote at the  meeting  and any
adjournments   thereof.  Your  attention  is  directed  to  the  attached  Proxy
Statement.  YOUR VOTE IS  IMPORTANT.  WHETHER OR NOT YOU EXPECT TO BE PRESENT AT
THE MEETING, PLEASE COMPLETE,  SIGN, AND RETURN THE ENCLOSED PROXY OR PROXIES AS
SOON AS  POSSIBLE  IN  ORDER  TO SAVE  FURTHER  SOLICITATION  EXPENSE.  There is
enclosed with the proxy an addressed envelope for which no postage is required.

         The Board of Directors of each  Company  recommends  that you cast your
vote:

     o    FOR the election of the Board of Directors;
     o    FOR the approval of the Management Agreement;
     o    FOR the ratification of the independent auditors; and
     o    FOR the adoption of standardized fundamental investment limitations.


                                      BY ORDER OF THE BOARDS OF DIRECTORS
Dated: June __,1997                   William M. Lyons, Executive Vice President


                          AMERICAN CENTURY INVESTMENTS
                        4500 Main Street; P.O. Box 419200
                        Kansas City, Missouri 64141-6200
                         (816) ___-____; (800) ___-____

                                 PROXY STATEMENT
                                       for
                        JOINT MEETING OF SHAREHOLDERS OF

                       AMERICAN CENTURY MUTUAL FUNDS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                     AMERICAN CENTURY PREMIUM RESERVES, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.

                           TO BE HELD ON JULY 30, 1997

         The  enclosed  Proxy is  solicited  by the  Board of  Directors  of the
American  Century  investment  companies listed above in connection with a joint
annual meeting of  shareholders  to be held on Wednesday,  July 30, 1997, at the
Companies'  offices at 4500 Main Street,  Kansas City,  Missouri,  at _____ p.m.
Central Time, and any adjournments thereof. In this proxy, an individual company
will be referred to as a "Company,"  while, as a group,  they will be called the
"Companies." The shares of the capital stock of each Company entitled to vote at
the meeting are issued in series representing different investment portfolios. A
single series is called a "Fund," while the series as a group will be called the
"Funds."

         The costs of  soliciting  proxies,  including the cost of preparing and
mailing the Notice of Meeting and this Proxy Statement, will be paid by American
Century  Investment  Management,  Inc.  (referred to in this Proxy  Statement as
"ACIM"),  the investment manager of each Fund, as it is required to do under the
management  agreement  between each of the  Companies  and ACIM.  This Notice of
Meeting and the Proxy  Statement  is first being mailed to  shareholders  around
June __, 1997. ACIM, at its expense, has hired the proxy solicitation firm of D.
F. King & Co.,  Inc.  to help  solicit  proxies  for the  Meeting.  Supplemental
solicitations  for the meeting may be made by D. F. King & Co., Inc. or by ACIM,
either personally or by mail, telephone or facsimile.

         VOTING OF PROXIES. If you provide a proxy, you may revoke it before the
meeting  by  mailing  written  notice  of  revocation  to the  Secretary  of the
respective Company before the meeting, or personally  delivering your revocation
to the Secretary any time prior to the taking of the vote at the meeting. Unless
revoked,  Proxies that have been returned by shareholders will be voted in favor
of all proposals.  In instances where choices are specified on the Proxy,  those
Proxies will be voted as the shareholder has instructed it be voted.

         Each Fund may be  divided  into one or more  classes.  All  classes  of
shares of a Fund have identical voting rights, except that if a proposal affects
only one  class,  only that  class  gets to vote on it. Of the  Proposals  to be
considered  at  the  Meeting,  only  Proposal  2,  the  approval  of  management
agreements,  will be voted upon  separately by class.  The number of outstanding
votes of each Fund and each class of a Fund, where  applicable,  as of the close
of business on April 30,  1997,  are shown on Schedule 1, which you will find at
the end of this proxy statement.

         Only those  shareholders  owning  shares as of the close of business on
May 17, 1997, may vote at the meeting or any adjournments thereof. Each share of
each  series or class gets one vote for each  dollar of a Fund's net asset value
the share represents.  If we do not receive enough "yes" votes by July 30, 1997,
to approve the proposals being considered at the meeting,  the named proxies may
propose  adjourning  the meeting to allow the gathering of more proxy votes.  An
adjournment  requires  a vote "for" by a  majority  of the votes  present at the
meeting  (whether in person or by proxy).  The named proxies will vote the "for"
votes they have  received  in favor of the  adjournment,  and any  "against"  or
"abstain"  votes will count as votes against  adjournment.  An abstention on any
proposal will be counted as present for purposes of determining whether a quorum
of shares is present at the meeting  with  respect to the  proposal on which the
abstention is noted, but will be counted as a vote against such proposal.

         Under the Rules of the New York Stock  Exchange,  Proposals  2, 3 and 4
are considered  "nondiscretionary"  proposals;  therefore, brokers who hold Fund
shares in "street  name" for customers  cannot vote a customer's  shares if that
customer has not given the broker specific voting  instructions on the proposal.
These  "broker  non-votes"  will be  counted  as  present  for the  purposes  of
Proposals 2, 3 and 4.  Proposal 1 is  considered a  discretionary  proposal upon
which brokers may vote their customers' shares.

         INVESTMENT MANAGER.  ACIM is each Fund's investment  manager.  American
Century  Services  Corporation  ("ACSC"),  an  affiliate  of  American  Century,
provides each Fund with transfer agency services. ACIM and ACSC are wholly-owned
subsidiaries of American Century Companies, Inc. ("ACC"). The mailing address of
ACC,  ACIM,  ACSC and the  Funds  is P.O.  Box  419200,  Kansas  City,  Missouri
64141-6200.

         ANNUAL REPORT.  Each Fund will furnish,  without charge,  a copy of its
most recent annual report and semi-annual report upon request.  To request these
materials, please call American Century at 1-800-345-2021.



                    IMPORTANT INFORMATION YOU SHOULD CONSIDER

         The  following Q&A is a brief summary of the proposals to be considered
at the Annual Meeting of  shareholders  that may be important to you. As is true
with all summaries,  however,  perhaps not all of the information or topics that
you may think are important  will be included  below.  As a result,  this Q&A is
qualified in its entirety by the more detailed  information  contained elsewhere
in this Proxy Statement or attached as an Appendix. Accordingly, please read all
the enclosed proxy materials before voting.  PLEASE REMEMBER TO VOTE YOUR SHARES
AS SOON AS POSSIBLE.


Q.       When will the Annual Meeting be held?  Who is eligible to vote?

A.       The meeting will be held on  Wednesday,  July 30, 1997 at 10:00 a.m. at
         the  Companies'  offices at 4500 Main Street,  Kansas  City,  Missouri.
         Please note that this will be a business meeting only. There will be no
         presentations  about the Funds.  The record date for the meeting is May
         17, 1997. Only shareholders who own shares on that date are entitled to
         vote at the meeting.  The process of mailing to shareholders the Notice
         of Meeting, the proxy and this Proxy Statement began June __, 1997.

Q.       What is being voted on at the Annual Meeting?

A.       Your Board of Directors is recommending that shareholders  consider the
         approval of the following proposals:

         1.       To elect a Board of Directors of nine members.

         2.       To  vote  on  the  approval  of a  Management  Agreement  with
                  American Century Investment Management, Inc.

         3.       To  ratify  the   selection   of  Deloitte  &  Touche  LLP  as
                  independent auditors.

         4.       To approve the adoption of standardized fundamental investment
                  limitations.

         5.       To  transact  such other  business  which may come  before the
                  meeting,  although  we are not aware of any other  items to be
                  considered.

Q.       How  do  the  Directors  recommend  that  shareholders  vote  on  these
         proposals?

A.       The Directors unanimously recommend that you vote

         1.       FOR the election of a Board of Directors of nine members.

         2.       FOR approval of a Management  Agreement with American  Century
                  Investment Management, Inc.

         3.       FOR  the   ratification  of  Deloitte  &  Touche  LLP  as  the
                  independent auditors.

         4.       FOR  the  adoption  of  standardized   fundamental  investment
                  limitations.

Q.       Who are the  nominees  for  Director?  Have  all of them  been  elected
         before?

A.       The  Nominating  Committee of your Board of Directors has proposed that
         shareholders elect a nine member Board of Directors. The nominees are:

           Thomas A. Brown                             Lloyd T. Silver, Jr.
           Robert W. Doering, M.D.                     James E. Stowers, Jr.
           D.D. (Del) Hock                             James E. Stowers III
           Linsley L. Lundgaard                        M. Jeannine Strandjord
           Donald H. Pratt

         Mr. Hock and Mr. Pratt are being  considered  by  shareholders  for the
         first time. A full discussion of the proposal to elect Directors begins
         on page __.

Q.       What changes are being proposed to the Management Agreement?

A.       The proposed  Management  Agreement is only slightly different from the
         current Management Agreement.  First, the proposed Management Agreement
         clarifies that the names "American  Century,"  "Twentieth  Century" and
         "Benham" belong to American Century Services Corporation,  an affiliate
         of ACIM.  This  formalizes  an  agreement  between  ACIM and the Funds.
         Second, with respect to the Twentieth Century  International Growth and
         Twentieth  Century  International  Discovery,  the proposed  Management
         Agreement  will  change  the fee  schedule  for those  Funds to reflect
         voluntary fee waivers by ACIM which have been in effect since August 1,
         1996. The proposed Management Agreement does not change the fee payable
         by any of the remaining Funds.

         A full  discussion  of the  proposal to approve  Management  Agreements
         begins on page __.

Q.       What  is  the   "ratification"  of  the  independent   auditors?   Have
         shareholders voted on Deloitte & Touche LLP before?

A.       The Investment Company Act not only requires your Board of Directors to
         select  independent  auditors for the Funds,  but also requires them to
         submit their selection to the  shareholders  for approval  (technically
         called  a  "ratification")  in any  year  that an  annual  shareholders
         meeting is being held. Shareholders have not voted on Deloitte & Touche
         LLP  previously.  Your Board of Directors,  in part to provide  uniform
         auditors  for the Funds,  selected  Deloitte & Touche LLP for the first
         time  in  late  1996.  This  meeting  is  the  first   opportunity  for
         shareholders to vote on that selection.

         A full discussion of the proposal to ratify the selection of Deloitte &
         Touche LLP begins on page __.

Q.       Why are  shareholders  being  asked to adopt  standardized  fundamental
         investment restrictions?

A.       Currently the Funds have fundamental investment restrictions which vary
         between Companies and between Funds within the same Company.  The funds
         also  have  investment  restrictions  which  reflect  legal  and  other
         requirements  which  are no  longer  applicable  to the  Funds.  In the
         interest of  efficiency in fund  management  and  compliance,  ACIM has
         analyzed the fundamental  investment  restrictions  and policies of the
         Funds in an effort to  formulate  a standard  set of  policies  for all
         Funds which reflect current industry  practice and will allow the Funds
         to respond to changes in regulatory and industry  practice  without the
         expense and delay of a shareholder vote.

         It should be noted that the  adoption  of the  proposed  changes is not
         expected to substantially affect the way the Funds are managed.

         Some of the proposed changes sound quite  technical.  A full discussion
         of all of the specific changes,  as well as a further discussion of the
         benefits of standardization, begins on page __.

Q.       When will the proposals take effect if they are approved?

A.       If approved, the proposed Management Agreement and the proposed changes
         to the fundamental investment  restrictions will be effective on August
         1, 1997. The other proposals do not involve any changes from the Funds'
         current  operations,   so  they  will  be  effective  immediately  upon
         approval.

Q.       Who is asking for your vote?

A.       Your Board of  Directors  is asking you to sign and return the enclosed
         proxy so your votes can be cast at the Annual Meeting.  In the unlikely
         event your Fund's  meeting is  adjourned,  these  proxies would also be
         voted at the reconvened meeting.

Q.       If shareholders send their proxies in now as requested, can they change
         their vote later?

A.       Yes. A proxy can be revoked at any time by writing to us, or by sending
         us another  proxy,  or by  attending  the meeting and voting in person.
         Even if you plan to attend the  meeting to vote in person,  we ask that
         you return the  enclosed  proxy.  Doing so will help us ensure  that an
         adequate number of shares are present at the meeting.

Q.       How do shareholders vote their shares?

A.       You can vote by mail or in person at the meeting.  The most  convenient
         way to vote is to  complete,  sign and mail the  enclosed  proxy voting
         card to us in the  enclosed  postage-paid  envelope.  We will vote your
         shares  exactly as you tell us. If you simply  sign the card and return
         it, we will follow the  recommendation  of your Board of Directors  and
         vote your shares "FOR" all of the proposals.  If you have any questions
         regarding  the enclosed  proxy  statement or need  assistance in voting
         your shares, please call our proxy solicitor, D.F. King & Co., Inc.
         at 1-800-___-____.

                                 SHARE OWNERSHIP

         The  following  table  sets  forth,  as of April  30,  1997,  the share
ownership  of those  shareholders  known by ACIM to own more than 5% of a Fund's
outstanding shares.

Owners of More than 5%:

- --------------------------------------------------------------------------------
                                                          Percent of Outstanding
Name of Beneficial Owner     Shares Beneficially Owned            Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                        PROPOSAL 1: ELECTION OF DIRECTORS

         At the meeting, the shareholders of each Company will be asked to elect
nine  members of that  Company's  Board of  Directors.  It is intended  that the
enclosed Proxy will be voted for the election of the nine persons named below as
Directors,  unless such  authority has been  withheld in the Proxy.  The term of
office of each  person  elected  will be or until his or her  successor  is duly
elected and shall  qualify.  The Companies do not intend to hold regular  annual
meetings  of  shareholders.  Information  regarding  each  nominee  is set forth
following his or her name below.

- --------------------------------------- --------- -------------------------------------------------------------------
                                             
NAME                                      AGE     PRINCIPAL OCCUPATION
- --------------------------------------- --------- -------------------------------------------------------------------
Thomas A. Brown                            57     Chief Executive Officer, Associated Bearing Company

Robert W. Doering, M.D.                    64     Retired, formerly General Surgeon

D.D. (Del) Hock                            62     Chairman, Public Service Company of Colorado; Director,
                                                  Serv-Tech, Inc.; Director, Hathaway Corporation

Linsley L. Lundgaard                       72     Retired, formerly Vice President and National Sales Manager,
                                                  Flour Milling Division, Cargill, Inc.

Donald H. Pratt                            59     President and Director, Butler Manufacturing Company

Lloyd T. Silver, Jr.                       69     President, LSC, Inc., Manufacturers Representative

James E. Stowers, Jr.*                     73     Chairman of the Board and Director, ACC, ACSC and ACIM

James E. Stowers III*                      38     President, Chief Executive Officer and Director, ACC, ACSC and
                                                  ACIM

M. Jeannine Strandjord                     51     Senior Vice President and Treasurer, Sprint Corporation;
                                                  Director, DST Systems, Inc.
- --------------------------------------- --------- -------------------------------------------------------------------
*  Denotes directors who are "interested persons" (as defined by the Investment Company Act) of ACIM.  Messrs.
Stowers, Jr. And Stowers III are considered interested persons since they serve as officers of, and have
ownership positions in, ACC and its affiliated entities.  Messrs. Stowers, Jr. and Stowers III also serve in
similar capacities for other funds managed by ACIM and its affiliates.  Mr. Stowers, Jr. controls ACC by virtue
of his ownership of a majority of its voting stock.  Mr. Stowers, Jr. is the father of Mr. Stowers III.


         The following table sets forth the year each nominee became a Director:


                      Brown   Doering   Hock    Lundgaard    Pratt  Silver   Stowers, Jr.  Stowers III   Strandjord
                      -----   -------   ----    ---------    -----  ------   ------------  -----------   ----------
                                                                                  
American Century      1980      1968    1996       1958      1995    1979        1958         1990          1994
Mutual Funds, Inc.

American Century      1991      1991    1996       1991      1995    1991        1991         1991          1994
World Mutual
Funds, Inc.

American Century      1993      1993    1996       1993      1995    1993        1993         1993          1994
Capital
Portfolios, Inc.

American Century      1993      1993    1996       1993      1995    1993        1993         1993          1994
Premium Reserves,
Inc.

American Century      1996      1996    1996       1996      1996    1996        1996         1996          1996
Strategic Asset
Allocations, Inc.


         Each  of  the  nominees  was  unanimously  nominated  by the  Board  of
Directors' and each has agreed to serve as a Director.  If any unforeseen  event
prevents one or more of the nominees from serving as a Director, your votes will
be cast  (unless you have  elected to withhold  authority  as to the election of
Directors)  for the election of such person or persons as the Board of Directors
shall propose for the replacement  candidate.  Unless otherwise instructed,  the
proxies will vote for the re-election of each Director.

         The Board of Directors of each Company has  established  four  standing
committees:  an Executive Committee,  an Audit Committee, a Compliance Committee
and a Nominating Committee.

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

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

         Messrs.  Brown  (chairman),  Pratt and Silver  serve on the  Compliance
Committee.  The  functions of the  Compliance  Committee  include  reviewing the
results of the funds' compliance  testing program,  reviewing  quarterly reports
from  the  manager  to  the  Board  regarding  various  compliance  matters  and
monitoring compliance with the Funds' Code of Ethics.

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

         For the twelve months ended  December 31, 1996,  the Board of Directors
of each  Company met eleven  times.  The Audit  Committee  met six times and the
Compliance  Committee  met three times  during the same period.  The  Nominating
Committee did not meet during the period. No director attended fewer than 75% of
the total number of Directors'  meetings and the meetings held by all committees
on which such Director served.

         In addition to Messrs.  Stowers,  Jr. and Stowers  III,  the  following
individuals, except as noted, are executive officers of each of the Companies:

         William  M.  Lyons,  41,  Executive  Vice  President,  Chief  Operating
Officer,  and General  Counsel.  Prior to 1996,  Mr.  Lyons was  Executive  Vice
President and General Counsel. Mr. Lyons is also Executive Vice President, Chief
Operating Officer, and General Counsel of American Century, ACSC, and ACC.

         Robert T. Jackson, 51, Executive Vice President and Principal Financial
Officer.  Prior to 1995,  Mr.  Jackson was  Executive  Vice  President of Kemper
Corporation.  Mr.  Jackson  is  also  Executive  Vice  President  and  Principal
Financial Officer of American Century, ACSC, and ACC.

         Maryanne  Roepke CPA,  41, Vice  President,  Treasurer,  and  Principal
Accounting Officer. Ms. Roepke is also Vice President of ACSC.

         Patrick A. Looby, 38, Vice President and Associate General Counsel. Mr.
Looby is also Vice President and Associate General Counsel of ACSC.

         Merele A. May, 34,  Controller of American Century Mutual Funds,  Inc.,
American Century Capital Portfolios,  Inc., and American Century Strategic Asset
Allocations, Inc.

         C. Jean Wade CPA, 33,  Controller  of American  Century  Mutual  Funds,
Inc.,  American Century Premium  Reserves,  Inc., and American Century Strategic
Asset Allocations, Inc.

         Robert J. Leach CPA, 31,  Controller  of American  Century World Mutual
Funds, Inc.

         COMPENSATION.  The Directors of the Companies serve as Directors for 32
of the 69 funds advised by American Century. Each non-interested Director, i.e.,
all  directors  other than Mr.  Stowers Jr. and Mr.  Stowers  III,  receives for
service  as a member of the Board of all 32 funds an  annual  director's  fee of
$44,000,  and an additional fee of $1,000 per regular Board meeting attended and
$500 per special  Board  meeting and committee  meeting  attended.  In addition,
these  directors  that also serve as  chairman  of a  committee  of the Board of
Directors  receive an additional  $2,000 for acting as chairman.  These fees and
expenses  are divided  among the 32 funds based upon their  relative net assets.
Under the terms of the management agreement with ACIM, the Funds are responsible
for paying such fees and expenses.

         The following table sets forth the total compensation  received by each
non-interested  Director  from each Company for its most recent  fiscal year, as
well as the total  compensation  received  by each  Director  from the  American
Century  family of funds as a whole for the twelve  months  ended  December  31,
1996.  Messrs.  Stowers,  Jr. and Stowers III receive no  compensation  from the
Funds for  serving as a  Director.  The  salaries  of Messrs.  Stowers,  Jr. and
Stowers  III are paid by  American  Century.  No officer  of the Funds  received
compensation  from the Funds  during its most recent  fiscal  year.  No director
receives pension or retirement benefits from any Fund.


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

                                                                                         
Fund                                    Brown       Doering     Hock       Lundgaard     Pratt     Silver     Strandjord
- --------------------------------------- ----------- ----------- ---------- ------------- --------- ---------- ------------
      
American Century Mutual Funds, Inc.*

- ---------------------------------------
American Century World Mutual Funds,
Inc.

- ---------------------------------------
American Century Capital Portfolios,
Inc.

- ---------------------------------------
American Century Premium Reserves,
Inc.

- ---------------------------------------
American Century Strategic Asset
Allocations, Inc.


- --------------------------------------- ----------- ----------- ---------- ------------- --------- ---------- ------------
Total Compensation from All American
Century funds
- --------------------------------------- ----------- ----------- ---------- ------------- --------- ---------- ------------
*  Includes amounts deferred at the election of the Directors under the American Century Mutual Funds Deferred
Compensation Plan for Non-Interested Directors.  The total amount of deferred compensation included in the
preceding table is as follows: Mr. Brown, $__________; Dr. Doering, $__________; Mr. Hock, $_______;
Mr. Lundgaard, $___________; Mr. Pratt, $___________; Mr. Silver, $_________; and Ms. Strandjord, $__________.


         DEFERRED COMPENSATION. In December 1992, American Century Mutual Funds,
Inc.  adopted the American Century Mutual Funds Deferred  Compensation  Plan for
Non-Interested Directors (the "Plan"). Under the Plan, the non-interested person
Directors may defer receipt of all or any art of the fees to be paid to them for
serving as Directors of American Century Mutual Funds, Inc.

         Under  the  Plan,   all  deferred  fees  are  credited  to  an  account
established in the name of the participating  Director.  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 Funds issued by American  Century Mutual
Funds, Inc. that are selected by the participating 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 Funds from time to time.

         No  deferred  fees  are  payable  until  such  time as a  participating
Director  resigns,  retires or  otherwise  ceases to be a member of the Board of
Directors.  Directors may receive deferred fee account balances in either a lump
sum payment or in payments made over a period not to exceed ten 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,  American Century Mutual
Funds, Inc. has no obligation to segregate assets to secure or fund the deferred
fees. The rights of Directors to receive their deferred fee account balances are
the same as rights of a general unsecured creditor of the Company.  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.

         VOTING  INFORMATION.  Each nominee will be  re-elected  to the Board of
Directors  of a Company if he or she  receives the approval of a majority of the
votes of that Company  represented  at the  meeting,  provided at least a quorum
(50% of the  outstanding  votes),  is  represented  in person  or by  proxy.  By
completing  the Proxy,  you give the named proxies the right to cast your votes.
If you elect to withhold authority for any nominees, you may do so by striking a
line  through the nominee name on the Proxy,  as further  explained on the Proxy
itself.

         THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT THE  SHAREHOLDERS
VOTE "FOR" ALL NOMINEES.


                  PROPOSAL 2: APPROVAL OF MANAGEMENT AGREEMENTS

         SUMMARY.  American  Century  has  served as  investment  manager to the
Companies  since  their  inception.   Each  Company  currently  has  a  separate
Management  Agreement with American Century with respect to each class of shares
offered by the  Company.  With  respect to each class of shares  offered,  these
agreements  are identical in all respects  with the exception of the  management
fee, pursuant to which American Century provides,  or arranges for the provision
of, all services required by a Fund, and pays essentially all of the expenses of
a fund in exchange for one "all-inclusive" fee (the "Management Agreement"). For
each of the Funds, the Proposal would add to the existing management agreement a
provision  which  would  clarify  American  Century's  ownership  of  the  names
"American Century," "Twentieth Century" and "Benham" which appear as part of the
names  of  the  Funds.  The  proposal  would  also  consolidate  the  Management
Agreements into one management  agreement between a Company and American Century
which would include all classes of shares offered.  With respect to the Investor
Class  of  Twentieth   Century   International   Growth  and  Twentieth  Century
International  Discovery  funds issued by American  Century  World Mutual Funds,
Inc.,  the Proposal  would change the  management  fee charged to each Fund. The
complete text of the proposed Management  Agreement is set forth in Exhibit A to
this Proxy Statement.

         The current  Management  Agreements  between ACIM and American  Century
Mutual Funds,  Inc.,  American  Century World Mutual Funds,  Inc.,  and American
Century Premium Reserves,  Inc. were approved by the respective  shareholders of
those corporations on July 29, 1994. The current  Management  Agreements between
ACIM  and  American  Century  Capital  Portfolios,  Inc.  and  American  Century
Strategic  Asset  Allocations,  Inc. were approved by the  shareholders of those
corporations on August 18, 1993, and February 1, 1996, respectively.

         DESCRIPTION OF MANAGEMENT AGREEMENT. The functions and responsibilities
of ACIM under the existing agreements and the Proposed Management  Agreement are
identical. All of the agreements require ACIM to:

            supervise  and  manage the  investment  portfolios of  the Funds and
              direct the purchase  and sale of  investment  securities,  subject
              only to any directions of the Boards of Directors, and

            pay  all  the   expenses  of  the  Funds  except  brokerage,  taxes,
              interest,   portfolio   insurance,   fees  and   expenses  of  the
              non-interested  person  Directors  (including  counsel  fees)  and
              extraordinary expenses.

         As manager,  ACIM provides the Companies  with the physical  facilities
and personnel  required to carry on the business,  such as office space,  office
furniture,  fixtures  and  equipment,  office  supplies,  computer  hardware and
software,  and salaried and hourly paid personnel.  In exchange for the services
it provides, ACIM receives a specified percentage fee of the assets of each Fund
managed.  ACIM may at its expense employ others to supply all or any part of the
required facilities and personnel.

         With the  exception  of the  Investor  Class of the  Twentieth  Century
International  Growth  and  Twentieth  Century  International   Discovery  funds
discussed  below,  the  proposed  Management  Agreements  retain  the  currently
existing "all-inclusive" fees on all series of shares, which are as follows:

- ------------------------------------------------------- ------------------------
Fund                                                    Applicable Fee
American Century Equity Income Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
American Century Value Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
American Century Strategic Allocation: Aggressive
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
American Century Strategic Allocation: Conservative
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
American Century Strategic Allocation: Moderate
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
Benham Bond Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
Benham Cash Reserve Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
Benham Intermediate-Term Bond Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
Benham Limited-Term Bond Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
Benham Premium Bond Fund
- -------------------------------------------------------
Benham Premium Capital Reserve Fund
- -------------------------------------------------------
Benham Premium Government Reserve Fund
- -------------------------------------------------------
Twentieth Century Balanced Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century Emerging Markets Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century Giftrust Fund
- -------------------------------------------------------
Twentieth Century Growth Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century Heritage Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century International Discovery Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century International Growth Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century New Opportunities Fund
- -------------------------------------------------------
Twentieth Century Select Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century Ultra Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- -------------------------------------------------------
Twentieth Century Vista Fund
- -------------------------------------------------------
          Advisor Class
- -------------------------------------------------------
          Investor Class
- -------------------------------------------------------
          Institutional Class
- ------------------------------------------------------- ------------------------

         The following table sets forth the "all-inclusive fee," as a percentage
of a Fund's  average  daily  net  assets,  paid by each  Fund to ACIM  under the
current Management Agreements during the most recent fiscal year:


- ----------------------------------------------------------- ------------------------- ------------------------------
                                                                                    
Fund                                                            Management Fees            Average Net Assets
American Century Equity Income Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
American Century Value Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
American Century Strategic Allocation: Aggressive
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
American Century Strategic Allocation: Conservative
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
American Century Strategic Allocation: Moderate
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
Benham Bond Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
Benham Cash Reserve Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
Benham Intermediate-Term Bond Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
Benham Limited-Term Bond Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
Benham Premium Bond Fund
- -----------------------------------------------------------
Benham Premium Capital Reserve Fund
- -----------------------------------------------------------
Benham Premium Government Reserve Fund
- -----------------------------------------------------------
Twentieth Century Balanced Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century Emerging Markets Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century Giftrust Fund
- -----------------------------------------------------------
Twentieth Century Growth Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century Heritage Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century International Discovery Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century International Growth Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century New Opportunities Fund
- -----------------------------------------------------------
Twentieth Century Select Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century Ultra Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- -----------------------------------------------------------
Twentieth Century Vista Fund
- -----------------------------------------------------------
          Advisor Class
- -----------------------------------------------------------
          Investor Class
- -----------------------------------------------------------
          Institutional Class
- ----------------------------------------------------------- ------------------------- ------------------------------


         INTERNATIONAL GROWTH AND INTERNATIONAL  DISCOVERY.  Effective August 1,
1996,  ACIM  voluntarily  waived a portion of its management fee with respect to
the Investor Class of the Twentieth Century  International  Growth and Twentieth
Century  International  Discovery funds issued by American  Century World Mutual
Funds,  Inc. The proposed  Management  Agreement  between American Century World
Mutual Funds, Inc. and ACIM reflects this reduced  management fee structure.  If
approved,   the  proposed  Management   Agreements  provide  for  the  following
management fees for those Funds:


Fund                                        Current Fee                         Proposed Fee

                                                                             
Twentieth Century International Growth      1.90% of the first $1 billion       1.50% of the first $1 billion
       -Investor Class                      1.25% of the next $1 billion        1.20% of the next $1 billion
                                            1.00% over $2 billion               1.10% over $2 billion

Twentieth Century International Discovery   2.00%                               1.75% of the first $500 million
       -Investor Class                                                          1.40% of the next $500 million
                                                                                1.20% over $1 billion


         Due to the  0.1%  increase  in the  third  breakpoint  of the  proposed
management fee for the Investor Class of Twentieth Century International Growth,
if the fund  grows to more than  approximately  $6 billion  in net  assets,  the
proposed fee will result in higher management fees being paid by the Fund. As of
April 30, 1997, the net assets of International  Growth were  approximately $1.5
billion.

         FEES AND EXPENSE  COMPARISON.  The  following  table sets forth for the
Investor  Class of the  Twentieth  Century  International  Growth and  Twentieth
Century International  Discovery,  the total fees and expenses paid for the most
recent fiscal year, what that total would have been had the Proposed  Management
Agreements  been in effect,  and the  difference  between the two.  The proposed
Management Agreements do not represent a change in fees for the remaining Funds.

- ------------------------------------------------ ------------------------- -------------------------- ---------------
                                                                                              
                                                    Aggregate Fees and        Aggregate Fees and       Change from
                                                  Expenses Under Current    Expenses Under Proposed      Current
Fund                                                    Agreements           Management Agreements     Agreements

Twentieth Century International Growth Fund                                
- ------------------------------------------------
          Investor Class
- ------------------------------------------------
Twentieth Century International Discovery Fund
- ------------------------------------------------
          Investor Class
- ------------------------------------------------ ------------------------- -------------------------- ---------------
* Assumes that net assets  throughout the period remained constant at $_____ and
$_____,  the net assets of  International  Growth and  International  Discovery,
respectfully,  as of April 30, 1997. ** Without American Century's voluntary fee
waiver, which resulted in actual net fees of $_______ and $_______for  Twentieth
Century  International  Growth and Twentieth  Century  International  Discovery,
respectively.


         ADDITIONAL   INFORMATION   REGARDING   ACIM.  ACIM  is  a  wholly-owned
subsidiary of American Century  Companies,  Inc. ("ACC"),  a financial  services
firm headquartered in Kansas City, Missouri. ACC's principal offices are located
at 4500 Main Street,  Kansas City, Missouri 64111. James E. Stowers,  Jr., James
E. Stowers III, and Dennis von Waaden, Senior Vice President of ACSC, constitute
the Board of Directors of ACIM. Mr. Stowers,  Jr.,  Chairman of the Board of the
Companies and ACC,  controls ACC by virtue of his ownership of a majority of its
voting stock.

         VOTING INFORMATION.  For a class of a Fund to approve the proposal, the
Management  Agreements  must  receive an  affirmative  vote of a majority of the
outstanding  votes of each class.  For this purpose,  the term  "majority of the
outstanding  votes"  means  the vote of (i) 67% or more of the  votes of a class
present  at the  meeting,  so long as the  holders  of more than 50% of a class'
outstanding  votes are present or represented by proxy; or (ii) more than 50% of
the outstanding votes of the class, whichever is less.

         THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT THE  SHAREHOLDERS
VOTE "FOR" THE APPROVAL OF THE MANAGEMENT AGREEMENTS.


                PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITORS

         The  Investment  Company  Act,  which is the  primary  federal law that
regulates the Companies, requires every registered investment company be audited
at least once a year by independent  auditors selected by the Board of Directors
including a majority  of the  Directors  who are not  "interested  persons"  (as
defined in the Investment Company Act). The Investment Company Act also requires
that  the  selection  be  submitted  for   ratification   or  rejection  by  the
shareholders at their next meeting following the selection.

         At the  meeting,  the  shareholders  of each  Company  will be asked to
ratify the  selection  of  Deloitte & Touche LLP as each  Company's  independent
auditors. The Board of Directors chose Deloitte & Touche upon the recommendation
of the Audit  Committee of the Board following an exhaustive  selection  process
during which the Audit  Committee  reviewed  proposals and conducted  interviews
with  representatives  from each of the so-called "big six" accounting firms and
one regional firm with  significant  investment  company  experience.  The Board
selected  Deloitte & Touche based upon its expertise as an auditor of investment
companies,  the quality of its audit  services,  its  commitment of  experienced
audit personnel to the Funds, its tax and international experience in the mutual
fund area,  and its use and  commitment of  technology  in performing  its audit
functions.

         Deloitte & Touche has no direct or material indirect financial interest
in the  Companies,  ACIM, or ACC, other than receipt of fees for services to the
Companies.  Deloitte & Touche representatives will be present at the meeting and
will have an opportunity to make a statement to the  shareholders and to respond
to questions.

         The approval of a majority of the votes of each Company  represented at
the meeting,  provided at least a quorum (50% of the outstanding  votes plus one
vote) is represented in person or by proxy, is necessary to ratify the selection
of the independent auditors. Unless otherwise instructed,  the proxies will vote
for the ratification of the selection of Deloitte & Touche LLP as each Company's
independent auditors.

         THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT THE  SHAREHOLDERS
VOTE "FOR" THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP.


    PROPOSAL 4: ADOPTION OF STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS

BENEFITS OF ADOPTING STANDARDIZED INVESTMENT RESTRICTIONS

         The primary purpose of this Proposal is to revise the Funds' investment
restrictions  to conform to  restrictions  which are or are  expected  to become
standards  for  similar  types of funds  managed  by ACIM.  The  Directors  have
concurred with ACIM's  efforts to analyze the  fundamental  and  non-fundamental
investment  restrictions  of the various funds  offered by the American  Century
family  of  mutual  funds  and,  where  practical  and  appropriate  to a Fund's
investment objective and policies,  propose to shareholders adoption of standard
fundamental   restrictions   and   elimination  of  certain  other   fundamental
restrictions.  In many cases,  when fundamental  restrictions are eliminated,  a
similar non-fundamental  restriction will replace them. It should be noted that,
when these  restrictions  are  non-fundamental,  ACIM cannot  simply  change the
policy when it so  desires.  Rather,  the Board of  Directors  must  approve any
amendment to the restrictions.  The Board of Directors may approve an amendment,
for  example,  to  respond to  developments  in the  marketplace,  or changes in
federal or state law.

         It is NOT anticipated that any of the sub-proposals  will substantially
affect  the way the Funds are  currently  managed.  ACIM is  presenting  them to
shareholders for approval  because ACIM believes that increased  standardization
will help to promote  operational  efficiencies  and  facilitate  monitoring  of
compliance with both fundamental and  non-fundamental  investment  restrictions.
Although  adoption of a particular new or revised  restrictions is not likely to
have a significant impact on the current investment  techniques  employed by the
Funds,  it will  contribute to the overall  objectives of  standardization.  Set
forth below,  as a sub-section  of this Proposal,  is a detailed  description of
each of the proposed changes. You will be given the option to approve all, some,
or none of the  proposed  changes  on the proxy  card  enclosed  with your proxy
statement.

         A listing of the proposed standard fundamental investment  restrictions
to be  adopted  by each  Company  are set forth in  Exhibit  B. A listing of the
current  fundamental  investment  restrictions  of each Company are set forth in
Exhibits C through G.

CHANGE #1   TO  ELIMINATE  THE  FUNDAMENTAL   INVESTMENT  LIMITATION  CONCERNING
            DIVERSIFICATION OF INVESTMENTS (ALL FUNDS)

         The current  fundamental  investment  limitation of the Funds issued by
American  Century  Mutual Funds,  Inc. and American  Century World Mutual Funds,
Inc.  regarding  diversification  of  investments  provides  that a Fund  cannot
purchase the securities of an issuer if the purchase would cause more than 5% of
the  corporation's  assets at market to be  invested in the  securities  of such
issuer,  except United States  government  securities,  or if the purchase would
cause more than 10% of the outstanding voting securities of any one issuer to be
held in the corporation's  portfolio.  The remaining Funds apply this limitation
to  75%  of  their  total  assets.  It is  proposed  that  shareholders  approve
eliminating this fundamental investment limitation.

         The  Funds  have  elected  to  be  "diversified   open-end   management
investment  companies"  under the  Investment  Company Act,  which  requires the
limitations contained in the current fundamental  restriction to apply to 75% of
the total  assets of the Funds.  The  current  policy of certain of the Funds is
more  restrictive,  applying the  limitations on ownership to 100% of the Funds'
portfolio,  while other Funds apply the  Investment  Company Act  standard.  The
primary  purpose of the proposed change with respect to those Funds applying the
more restrictive standard is to allow the funds to invest in accordance with the
limits contained in the Investment Company Act. This would allow large funds the
flexibility  to purchase  larger  amounts of issuers'  securities  when American
Century  deems  an  opportunity  attractive.  The new  policy  would  allow  the
investment policies of the Funds to conform with the definition of "diversified"
as it  appears in the  Investment  Company  Act.  With  respect  to those  Funds
currently applying the Investment  Company Act standard,  the elimination of the
fundamental policy will allow the Funds to respond more quickly if that standard
is  changed  in the  future,  as well as other  legal,  regulatory,  and  market
developments,  without the delay or expense of a future  shareholder  vote.  The
elimination of the fundamental  policy would also conform the limitations of the
Funds  with  the  limitation  which  is  expected  to  become  standard  for all
diversified  funds managed by American  Century.  Adoption of this change is not
expected to  immediately  affect the operation of the Funds.  If the proposal is
approved, it will take effect August 1, 1997.


CHANGE #2   TO  AMEND  THE  FUNDAMENTAL  INVESTMENT  LIMITATION  CONCERNING  THE
            ISSUANCE OF SENIOR SECURITIES (ALL FUNDS)

         The Funds'  current  fundamental  investment  limitation  regarding the
issuance  of senior  securities  states  that a Fund  shall not issue any senior
security.

         It is proposed that  shareholders  approve replacing the Funds' current
fundamental  investment  limitation  with the following  fundamental  investment
limitation governing the issuance of senior securities:

         "The Fund  shall  not issue  senior  securities,  except  as  permitted
         under the Investment Company Act of 1940."

         The  primary  purpose of this  proposed  change is to revise the Fund's
fundamental  senior  securities  limitation  to conform to a limitation  that is
expected to become the standard for all funds  managed by ACIM.  If the proposal
is approved,  the new fundamental senior securities limitation will also require
shareholder approval to modify.

         The  proposed  limitation  clarifies  that the Funds  may issue  senior
securities  to the full  extent  permitted  under the  Investment  Company  Act.
Although the definition of a "senior  security"  involves complex  statutory and
regulatory  concepts, a senior security is generally thought of as an obligation
of a fund  which  has a claim  to the  fund's  assets  or  earnings  that  takes
precedence over the claims of the fund's  shareholders.  The Investment  Company
Act generally  prohibits mutual funds from issuing senior  securities;  however,
mutual funds are permitted to engage in certain types of transactions that might
be considered  "senior  securities" as long as certain conditions are satisfied.
For example,  a transaction which obligates a fund to pay money at a future date
(e.g.,  the purchase of  securities to be settled on a date that is farther away
than the normal  settlement  period) may be  considered  a "senior  security." A
mutual fund is permitted to enter into this type of  transaction if it maintains
a segregated account containing liquid securities in an amount to its obligation
to  pay  cash  for  the  securities  at  a  future  date.  Funds  would  utilize
transactions that may be considered "senior  securities" only in accordance with
applicable regulatory requirements under the Investment Company Act.

         Adoption  of  the  proposed  limitation  on  senior  securities  is not
expected  to  affect  the way in which  each  fund is  managed,  the  investment
performance  of the fund,  or the  securities or  instruments  in which the fund
invests.  However,  adoption of a standardized fundamental investment limitation
will facilitate ACIM's investment  compliance efforts and will allow the Fund to
respond to developments  in the mutual fund industry and the Investment  Company
Act which may make the use of permissible senior securities advantageous.


CHANGE #3   TO AMEND THE FUNDAMENTAL  INVESTMENT LIMITATION CONCERNING BORROWING
            (ALL FUNDS)

         The  Funds'  current  fundamental   investment   limitation  concerning
borrowing  states  generally  that a Fund shall not borrow money with respect to
any  series of its  stock,  except in an amount not in excess of 5% of the total
assets of the fund,  and then only for  emergency  and  extraordinary  purposes,
which shall not prohibit the escrow and  collateral  arrangements  in connection
with investment in interest rate futures contracts and related options.

         It is proposed that  shareholders  approve replacing the Fund's current
fundamental  investment  limitation  with the following  fundamental  investment
limitation governing borrowing:

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

         The  primary   purpose  of  the  proposed  change  to  the  fundamental
investment limitation concerning borrowing is to conform it to a limitation that
is expected to become standard for all funds managed by ACIM. If the proposal is
approved, the amended fundamental borrowing limitation cannot be changed without
a future vote of shareholders.

         Adoption of the proposed limitation is not currently expected to affect
the way the Funds are managed,  the investment  performance of the Funds, or the
securities or instruments in which the Funds invest. However, the funds' current
limitation restricts borrowing to 5% of total assets, rather than the 33 1/3% in
the proposed limitation. The proposed limitation therefore would allow a Fund to
purchase a security while borrowings  representing  more than 5% of total assets
are  outstanding.  While  the  funds  have  no  current  intention  to  purchase
securities while borrowings equal to 5% of its total assets are outstanding, the
flexibility to do so may be beneficial to the Fund at a future date.

         The proposed  change will therefore have no current impact on the Fund.
However,  adoption of a  standardized  fundamental  investment  limitation  will
facilitate  ACIM's  investment  compliance  efforts  and will enable the Fund to
respond more promptly if circumstances suggest such a change in the future.


CHANGE #4   TO AMEND THE FUNDAMENTAL  INVESTMENT  LIMITATION  CONCERNING LENDING
            (ALL FUNDS)

         The  Funds'  current  fundamental   investment  limitations  concerning
lending  states  generally  that a Fund shall not lend its portfolio  securities
except to  unaffiliated  persons,  and is subject  to the rules and  regulations
adopted under the  Investment  Company Act. No such rules and  regulations  have
been  promulgated,  but it is the  corporation's  policy that such loans must be
secured  continuously  by cash  collateral  maintained  on a current basis in an
amount  at least  equal to the  market  value of the  securities  loaned,  or by
irrevocable letters of credit. During the existence of the loan, the corporation
must continue to receive the  equivalent  of the interest and dividends  paid by
the  issuer on the  securities  loaned and  interest  on the  investment  of the
collateral;  the corporation must have the right to call the loan and obtain the
securities loaned at any time on five days' notice,  including the right to call
the loan to enable the  corporation to vote the  securities.  To comply with the
regulations  of  certain  state  securities  administrators,  such loans may not
exceed  one-third of the  corporation's  net assets  taken at market.  It is the
policy of the  corporation  not to permit  interest on loaned  securities of any
series to exceed 10% of the annual gross income of that series  (without  offset
for realized capital gains).

         It is  proposed  that  shareholders  approve  the  replacement  of  the
foregoing   investment   limitations  with  the  following  amended  fundamental
limitation concerning lending (which, if approved,  could not be changed without
a future vote of shareholders):

         "The 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."

         The proposal is not expected to  significantly  affect the way in which
any of the Funds is managed,  the investment  performance  of the Funds,  or the
securities  or  instruments  in which the funds  invest.  However,  the proposed
limitation would clarify the Funds' ability to invest in direct debt instruments
such as loans and loan  participations,  which are  interests in amounts owed to
another  party by a  company,  government  or  other  borrower.  These  types of
securities may have additional risks beyond conventional debt securities because
they  may  provide  less  legal  protection  for the  Fund,  or  there  may be a
requirement that the Fund supply additional cash to a borrower on demand.

         Finally, the adoption of standardized  investment  limitations proposed
will advance the goals of investment limitation standardization.


CHANGE #5   TO  AMEND   THE   FUNDAMENTAL   INVESTMENT   LIMITATION   CONCERNING
            CONCENTRATION OF INVESTMENTS IN A PARTICULAR INDUSTRY (ALL FUNDS)

         The Funds currently have a fundamental  investment limitation regarding
the concentration of investments in a particular industry which states generally
that a Fund shall not  concentrate  its investment in a particular  company or a
particular  industry by  investing  more than 25% of the assets of each  series,
exclusive of cash and government securities, in securities of any one industry.

         Shareholders  are  being  asked  to  approve  amendment  of  the  above
investment  limitation.  As proposed,  the Funds' current fundamental investment
limitation will be replaced by the following  fundamental  investment limitation
which will govern concentration of investments:

         "The Fund  shall not  concentrate  its  investments  in  securities  of
         issuers in a  particular  industry  (other  than  securities  issued or
         guaranteed   by  the  U.S.   government  or  any  of  its  agencies  or
         instrumentalities)."

         The  primary   purpose  of  the  proposed   amendment  is  to  adopt  a
concentration  limitation  that is expected to become the standard for all funds
managed by ACIM. If the proposal is approved, the new fundamental  concentration
limitation may not be changed without a future vote of shareholders.

         While the  proposed  change  will have no  current  impact on the Fund,
adoption of the proposed  standardized  fundamental  investment  limitation will
advance the goals of standardization.


CHANGE #6   TO  ELIMINATE  THE  FUNDAMENTAL   INVESTMENT   LIMITATION  REGARDING
            INVESTMENTS IN ILLIQUID SECURITIES (ALL FUNDS)

         Each Fund currently has a fundamental  investment limitation concerning
illiquid  securities that provides that a Fund shall not invest more than 15% of
its assets in illiquid  investments,  except for any fund intended to be a money
market  fund,  which  shall not invest  more than 10% of its assets in  illiquid
investments.

         It is proposed that  shareholders  approve  replacing this  fundamental
limitation with the following  non-fundamental  limitation that could be changed
by vote of the  Directors in response to  regulatory,  market,  legal,  or other
developments without further approval by shareholders.

         "As an  operating  policy,  The Fund may not  purchase  any security or
         enter into a repurchase agreement if, as a result, more than 15% of its
         net assets (10% for money market funds) would be invested in repurchase
         agreements  not  entitling  the  holder to  payment  of  principal  and
         interest  within  seven days and in  securities  that are  illiquid  by
         virtue of legal or contractual restrictions on resale or the absence of
         a readily available market."

         Under the rules established by the Securities and Exchange  Commission,
mutual  funds are  required  to price  their  shares  daily  and to offer  daily
redemptions with payment to follow within seven days of the redemption  request.
In order to ensure that funds can satisfy these  requirements,  the SEC requires
mutual funds to limit their holdings in illiquid  securities to 15% of their net
assets because illiquid securities may be difficult to value daily and difficult
to sell promptly at an acceptable price. The percentage  limitation  restricting
the amount the Fund may invest in illiquid  securities  has been  changed by the
SEC over time.  For example,  prior to 1993,  the  percentage  limit on a fund's
investment in illiquid securities was 10%.

         In  order  to be  able to  take  advantage  of  regulatory  and  market
developments,  we are asking that shareholders  approve the proposal and thereby
eliminate  this  fundamental   investment  limitation  and  replace  it  with  a
non-fundamental   limitation  on  illiquid  securities.   While  non-fundamental
investment limitations can be changed without shareholder approval, such changes
still  require  the  approval  of your  Board of  Directors.  Making  the Funds'
limitation  non-fundamental  will  allow the Funds to  respond  more  quickly to
legal,  regulatory,  and market  developments  without  the  expense of a future
shareholder vote.

         If this  proposal is approved by  shareholders,  the specific  types of
securities that may be deemed illiquid will be determined by ACIM, utilizing the
guidelines that it currently uses.

         The types of securities  that may be  considered  illiquid by ACIM will
vary  over  time  based  on  changing  market  and  regulatory  conditions.   In
determining the liquidity of each Fund's investments,  ACIM may consider various
factors, including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective  purchasers in the marketplace,  (3) dealer undertakings
to make a market, (4) the nature of the security (including any demand or tender
features),  or (5) the  nature of the  marketplace  for  trades  (including  the
ability to assign or offset the Fund's  rights and  obligations  relating to the
investment). Currently, ACIM anticipates treating repurchase agreements maturing
in more than  seven  days,  over-the-counter  options,  non-government  stripped
fixed-rate mortgage backed securities, and some government stripped,  fixed-rate
mortgage backed  securities,  loans and other direct debt instruments,  and swap
agreements as illiquid securities.

         The  proposed  change  will have no  significant  impact on the  Funds.
However, adoption of a standardized  non-fundamental  investment limitation will
facilitate  ACIM's  investment  compliance  efforts and will enable the Funds to
respond more promptly if circumstances suggest such a change in the future.


CHANGE #7   TO ELIMINATE THE  FUNDAMENTAL  LIMITATION  CONCERNING  INVESTMENT IN
            OTHER INVESTMENT  COMPANIES (ALL FUNDS EXCEPT STRATEGIC  ALLOCATION:
            CONSERVATIVE,   STRATEGIC   ALLOCATION:   MODERATE   AND   STRATEGIC
            ALLOCATION: AGGRESSIVE)

         The Fund's  current  fundamental  limitation  concerning  investment in
other investment companies states that a Fund shall not invest in the securities
of other  investment  companies except by purchases in the open market involving
only customary brokers' commissions and no sales charges. Shareholders are being
asked to approve the elimination of this policy.

         The ability of mutual funds to invest in other investment  companies is
restricted by rules under the Investment  Company Act. These  restrictions  will
remain  applicable to the Funds whether or not they are recited in a fundamental
limitation. As a result,  elimination of the above fundamental limitation is not
expected to have any impact on the Funds'  investment  practices,  except to the
extent that regulatory requirements may change in the future.

         The funds issued by American Century Strategic Asset Allocations,  Inc.
are not currently subject to the fundamental  restriction on investment in other
investment companies.

CHANGE #8   TO  AMEND   THE   FUNDAMENTAL   INVESTMENT   LIMITATION   CONCERNING
            INVESTMENTS IN REAL ESTATE (ALL FUNDS)

         The Funds currently have a fundamental  investment limitation regarding
the  purchase  of real  estate  which  states  generally  that a fund  shall not
purchase or sell real estate.  In the opinion of  management,  this  restriction
does not currently  preclude  investment in securities of corporations that deal
in real estate.

         Shareholders  are  being  asked  to  approve  amendment  of  the  above
investment  limitation.  As proposed,  the Funds' current fundamental investment
limitation will be replaced by the following  fundamental  investment limitation
which will govern future purchases and sales of real estate:

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

         The primary  purpose of the proposed  amendment is to clarify the types
of  securities  in which the Fund is  authorized  to invest and to  conform  the
Fund's  fundamental  real estate  limitation to a limitation that is expected to
become the standard for all funds  managed by ACIM. If the proposal is approved,
the new fundamental  real estate  limitation may not be changed without a future
vote of shareholders.

         The proposed  limitation  would make it explicit that each of the Funds
may  acquire a security or other  instrument  whose  payments  of  interest  and
principal  may be secured  by a mortgage  or other  right to  foreclose  on real
estate,  in the event of default.  Any  investments in these  securities are, of
course,  subject to the Fund's  investment  objective  and policies and to other
limitations regarding diversification and concentration. The proposed limitation
also  specifically  permits the Fund to sell real estate acquired as a result of
ownership of securities or other instruments.  However, in light of the types of
securities in which the Funds  regularly  invest,  ACIM  considers  this to be a
remote possibility.

         To the extent that a Fund buys  securities and instruments of companies
in the real  estate  business,  the fund's  performance  will be affected by the
condition of the real estate market.  This industry is sensitive to factors such
as changes in real estate values and property taxes, overbuilding, variations in
rental income,  and interest  rates.  Performance  could also be affected by the
structure, cash flow, and arrangement skill of real estate companies.

         While the  proposed  change  will have no current  impact on the Funds,
adoption of the proposed  standardized  fundamental  investment  limitation will
advance the goals of standardization.


CHANGE #9   TO  AMEND   THE   FUNDAMENTAL   INVESTMENT   LIMITATION   CONCERNING
            UNDERWRITING (ALL FUNDS)

         The Fund  currently is subject to a fundamental  investment  limitation
concerning  underwriting  that  provides  that a Fund shall not  underwrite  any
securities.

         It  is  proposed  that  shareholders   approve  replacing  the  current
limitation  with  the  following  amended  fundamental   investment   limitation
concerning underwriting:

         "The  Fund  shall 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."

         The primary  purpose of the  proposed  amendment is to clarify that the
Fund is not prohibited from selling restricted securities if, as a result of the
sale, the Fund would be considered an underwriter under federal securities laws.
It is also intended to revise the Fund's fundamental  limitation on underwriting
so that it conforms to a limitation which is expected to become standard for all
funds managed by ACIM.  While the proposed change will have no current impact on
the  Fund,  adoption  of  the  proposed  standardized   fundamental   investment
limitation will advance the goals of standardization.


CHANGE #10  TO  AMEND   THE   FUNDAMENTAL   INVESTMENT   LIMITATION   CONCERNING
            COMMODITIES (ALL FUNDS)

         Each Fund currently is subject to a fundamental  investment  limitation
that  provides that a Fund shall not purchase or sell  commodities  or commodity
contracts,  except that certain funds may, for non-speculative  purposes, buy or
sell interest rate futures  contracts on debt securities  (debt futures and bond
index futures) and related options.

         It  is  proposed  that  shareholders   approve  replacing  the  current
limitation  with  the  following  amended  fundamental   investment   limitation
concerning commodities:

         "The Fund may not purchase or sell physical commodities unless acquired
         as a result of ownership of securities or other  instruments;  provided
         that this policy 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."

         The proposed  amendment is intended to allow  appropriate Funds to have
the flexibility to invest in futures  contracts and related  options,  including
financial futures such as interest rate and stock index futures (S&P 500, etc.).
ACIM recognizes that investment in futures contracts and related options may not
be appropriate  for all funds. If the proposed  amendment is approved,  ACIM and
the Board of Directors  will  determine  the  appropriateness  of  investment in
futures  contracts  (including  financial  futures)  and  related  options  on a
fund-by-fund  basis.  ACIM would  propose  that the Board of  Directors  adopt a
non-fundamental  limitation  allowing  investment  in  certain  types of futures
contracts  and  related  options  for those  Funds for which the  Directors  and
American Century determine such investment is appropriate.  The adoption of such
a  non-fundamental  limitation  by the  Board  of  Directors  of a Fund  will be
accompanied  by appropriate  disclosure of such policy in the Prospectus  and/or
Statement of Additional Information of such Fund.

         The proposed amendment to revise the Fund's  fundamental  limitation on
commodities  will also serve the purpose of conforming the  limitation  with the
limitation  which is  expected  to  become  standard  for all funds  managed  by
American Century.  While the proposed change will have no significant  impact on
the  Funds,  adoption  of  the  proposed  standardized   fundamental  investment
limitation will advance the goals of standardization.


CHANGE #11  TO ELIMINATE THE FUNDAMENTAL  LIMITATION  CONCERNING  INVESTMENTS IN
            ISSUERS  WITH LESS THAN THREE YEARS OF  CONTINUOUS  OPERATIONS  (ALL
            FUNDS   EXCEPT   STRATEGIC   ALLOCATION:   CONSERVATIVE,   STRATEGIC
            ALLOCATION: MODERATE AND STRATEGIC ALLOCATION: AGGRESSIVE)

         The  Fund's  current  fundamental   investment   limitation  concerning
investments  in companies  with less than three years of  continuous  operations
(often  called  "unseasoned  issuers")  provides that a Fund shall not invest in
securities of companies that, including predecessors, have a record of less than
three years of continuous operation.

         We are asking  shareholders  to approve  the  elimination  of the above
fundamental investment limitation.

         Certain  states,  when they had the authority to regulate mutual funds,
required that funds limit their  investments  in companies  which have less than
three years of continuous  operation.  These states no longer have the authority
to regulate the Funds.  Neither the SEC or the Investment  Company Act have this
restriction.  ACIM does not believe  that a blanket  prohibition  against  these
types of investments is in the best interests of the Funds, especially for those
funds that tend to invest in smaller companies.  Accordingly, it is recommending
the change.  Additionally,  the elimination of the  fundamental  limitation will
advance the goals of standardization.

         ACIM  recognizes  that the  investment in securities of companies  with
less than three years of continuous operating history may not be appropriate for
all of the Funds. If the proposed  amendment is approved,  ACIM and the Board of
Directors of the Funds will determine the appropriateness of such investments on
a  fund-by-fund  basis.  ACIM would propose that the Board of Directors  adopt a
non-fundamental  limitation  allowing  investment  in securities of issuers with
less than three years continuous operating history for those Funds for which the
Directors and ACIM determine  such  investment is  appropriate.  The adoption of
such a  non-fundamental  limitation  by the Board of Directors of a Fund will be
accompanied  by appropriate  disclosure of such policy in the Prospectus  and/or
Statement of Additional Information of such Fund.

         Funds issued by American Century Strategic Asset Allocations,  Inc. are
not currently subject to the fundamental  restriction on investment in companies
with less than three years continuous operating history.


CHANGE #12  TO ELIMINATE THE FUNDAMENTAL  LIMITATION CONCERNING SHORT SALES (ALL
            FUNDS)

         The Funds' current fundamental  investment  limitation concerning short
sales of securities provides that a Fund shall not sell securities short (unless
it owns,  or by virtue of its  ownership of other  securities,  has the right to
obtain securities equivalent in kind and amount to the securities sold).

         We  are  asking   shareholders  to  approve  the  elimination  of  this
fundamental  investment  limitation.  If the proposal is  approved,  the current
fundamental limitation will be replaced with a non-fundamental  limitation which
could be changed without a vote of  shareholders.  The proposed  non-fundamental
limitation is as follows:

         "As an  operating  policy,  the Fund shall 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 transaction
         in futures  contracts and options are not deemed to constitute  selling
         securities short."

         In a short  sale,  an  investor  sells a  borrowed  security  and has a
corresponding  obligation to the lender to return the identical security.  In an
investment  technique known as a short sale "against the box," an investor sells
short while owning the same  securities in the same amount,  or having the right
to obtain  equivalent  securities.  The investor  could have the right to obtain
equivalent securities, for example, through its ownership of warrants,  options,
or convertible bonds.

         ACIM  recognizes that short sales may not be appropriate for all of the
Funds. If the proposal is approved, ACIM and the Board of Directors of the Funds
will  determine  the  appropriateness  of short sales on a  fund-by-fund  basis.
Appropriate  disclosure  of this  practice  will also be included in such Fund's
Prospectus and/or Statement of Additional Information.

         Elimination  of the Funds'  fundamental  limitation on short selling is
unlikely  to  affect  the  Funds'  investment  techniques  at  this  time.  Fund
management   believes  that  efforts  to  standardize   the  Funds'   investment
limitations  with those of the other  Funds in the  American  Century  family of
funds will facilitate ACIM's investment compliance efforts.


CHANGE #13  TO ELIMINATE THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING MARGIN
            PURCHASES OF SECURITIES (ALL FUNDS)

         The  Funds'   currently  have  a  fundamental   investment   limitation
concerning  purchasing  securities on margin that generally provides that a Fund
shall not  purchase  securities  on margin;  however,  the Fund may make  margin
deposits  in  connection  with  the  use  of  any  financial  instrument  or any
transaction in securities permitted by its fundamental policies.

         It is proposed that shareholders of the Fund approve the elimination of
this  fundamental  investment  limitation.  If the  proposal  is  approved,  the
Directors  intend  to  replace  the  current   fundamental   limitation  with  a
non-fundamental   limitation   which   could  be  changed   without  a  vote  of
shareholders. The proposed non-fundamental limitation is as follows:

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

         Margin purchases involve the purchase of securities with money borrowed
from a broker.  "Margin" is the cash or eligible  securities  that the  borrower
places with a broker as  collateral  against the loan.  The current  fundamental
limitation  prohibits a Fund from  purchasing  securities  on margin,  except to
obtain  such  short-term  credits  as may be  necessary  for  the  clearance  of
transactions. Policies of the SEC also allow mutual funds to purchase securities
on margin for initial and variation  margin payments made in connection with the
purchase and sale of futures  contracts and options on futures  contracts.  With
these  exceptions,  mutual funds are prohibited from entering into most types of
margin  purchases by  applicable  SEC  policies.  The  proposed  non-fundamental
limitation would parallel the SEC's policies.

         Although  elimination  of the Funds'  fundamental  limitation on margin
purchases is unlikely to affect any Fund's  investment  techniques at this time,
in the event of a change in federal regulatory requirements, the Funds may alter
its investment  practices in the future.  We believe that efforts to standardize
investment  limitations will facilitate American Century's investment compliance
efforts.

         It may  seem to most  shareholders  that  the 13  proposals  to  modify
fundamental   investment  policies  are  technical  and  somewhat  difficult  to
understand.  ACIM believes,  however, that adopting uniform limitations, as well
as ones that are  appropriate  to the Funds,  are in the best  interests of Fund
shareholders.  Your Board of Directors supports those efforts.  ACCORDINGLY, THE
BOARD OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT  SHAREHOLDERS  VOTE "FOR" THE
ADOPTION OF STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS.


                                  OTHER MATTERS

         The Board of Directors  knows of no other business to be brought before
the  meeting.  However,  if any other  matters are properly  brought  before the
meeting,  it is  the  intention  that  proxies  which  do not  contain  specific
restrictions  to the contrary will be voted on such matters in  accordance  with
the judgment of the persons named in the enclosed form of proxy.

                   SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

         The Funds do not hold annual shareholder meetings. Shareholders wishing
to  submit  proposals  for  inclusion  in a  proxy  statement  for a  subsequent
shareholder  meeting  should send their  written  proposals to William M. Lyons,
Executive Vice President,  American Century Investments, P.O. Box 419200, Kansas
City, Missouri 64141-6200.

                   NOTICE TO BANKS, BROKER-DEALERS, AND VOTING
                           TRUSTEES AND THEIR NOMINEES

         Please advise the  applicable  Fund(s),  in care of American  Century.,
P.O. Box 419200,  Kansas City,  Missouri  64141-6200,  whether other persons are
beneficial  owners of shares for which proxies are being  solicited  and, if so,
the  number of copies of the Proxy  Statement  you wish to  receive  in order to
supply copies to the beneficial owners of the respective shares.


Dated: June __, 1997                                    William M. Lyons
                                                        Executive Vice President






- ----------------------------------------------------------------------------------------------------------------------
                                                    Schedule 1
- ----------------------------------------------------------------------------------------------------------------------
                                 NUMBER OF OUTSTANDING VOTES AS OF APRIL 30, 1997

                                                                                     
REGISTERED INVESTMENT                                                                    NUMBER OF VOTES AS OF,
COMPANY                           INVESTMENT PORTFOLIO                                   APRIL 30,1997

American Century Capital
Portfolios, Inc.                  American Century Equity Income Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class

                                  ------------------------------------------------------- ----------------------------
                                  American Century Value Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  ------------------------------------------------------- ----------------------------
American Century Mutual Funds,
Inc.                              Benham Bond Fund
                                        Advisor Class
                                        Investor Class
                                  ------------------------------------------------------- ----------------------------
                                  Benham Cash Reserve Fund
                                        Advisor Class
                                        Investor Class
                                  ------------------------------------------------------- ----------------------------
                                  Benham Intermediate-Term Bond Fund
                                        Advisor Class
                                        Investor Class
                                  ------------------------------------------------------- ----------------------------
                                  Benham Limited-Term Bond Fund
                                        Advisor Class
                                        Investor Class
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century Balanced Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century Giftrust Fund
                                  ------------------------------------------------------- ----------------------------
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century Growth Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century Heritage Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century New Opportunities Fund
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century Select Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century Ultra Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  Twentieth Century Vista Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  ------------------------------------------------------- ----------------------------
American Century Premium
Reserves, Inc.                    Benham Premium Bond Fund
                                  ------------------------------------------------------- ----------------------------
                                  Benham Premium Capital Reserve Fund
                                  ------------------------------------------------------- ----------------------------
                                  Benham Premium Government Reserve Fund
                                  ------------------------------------------------------- ----------------------------
American Century Strategic
Asset Allocations, Inc.           American Century Strategic Allocation: Aggressive
                                        Advisor Class
                                        Investor Class
                                  ------------------------------------------------------- ----------------------------
                                  American Century Strategic Allocation: Conservative
                                        Advisor Class
                                        Investor Class
                                  ------------------------------------------------------- ----------------------------
                                  American Century Strategic Allocation: Moderate
                                        Advisor Class
                                        Investor Class
                                  ------------------------------------------------------- ----------------------------
American Century World Mutual     Twentieth Century International Discovery Fund
Funds, Inc.
                                        Advisor Class
                                        Investor Class
                                        Institutional Class
                                  ------------------------------------------------------- ----------------------------
                                  Twentieth Century International Growth Fund
                                        Advisor Class
                                        Investor Class
                                        Institutional Class




                                    EXHIBIT A

                              MANAGEMENT AGREEMENT


         THIS MANAGEMENT  AGREEMENT  ("Agreement")  is made as of the 1st day of
August,  1997, by and between  ____________________________________,  a Maryland
corporation  (hereinafter  called  the  "Corporation"),   and  AMERICAN  CENTURY
INVESTMENT  MANAGEMENT,  INC., a Delaware  corporation  (hereinafter  called the
"Investment Manager").

         WHEREAS,  the Corporation has adopted a Multiple Class Plan dated as of
September 3, 1996 (as the same may be amended from time to time,  the  "Multiple
Class Plan"),  pursuant to Rule 18f-3 of the Investment  Company Act of 1940, as
amended (the "Investment Company Act"), and

         WHEREAS, the Multiple Class Plan establishes four classes of shares for
certain  series  of  shares  of  the   Corporation:   the  Investor  Class,  the
Institutional Class, the Service Class, and the Advisor Class; and

         WHEREAS,  the parties  hereto  desire to enter into this  Agreement  to
arrange for investment  management services to be provided by Investment Manager
for all classes of shares issued by the Corporation.

         NOW, THEREFORE,  IN CONSIDERATION of the mutual promises and agreements
herein contained, the parties agree as follows:

         1.  Investment  Management  Services.   The  Investment  Manager  shall
supervise  the  investments  of each  class  of each  series  of  shares  of the
Corporation  contemplated  as of  the  date  hereof,  and  each  class  of  each
subsequent  series of shares as the  Corporation  shall  select  the  Investment
Manager to  manage.  In such  capacity,  the  Investment  Manager  shall  either
directly,  or through the  utilization  of others as  contemplated  by Section 7
below, maintain a continuous investment program for each series,  determine what
securities  shall be purchased or sold by each series,  secure and evaluate such
information  as it deems  proper  and  take  whatever  action  is  necessary  or
convenient to perform its functions,  including the placing of purchase and sale
orders. In performing its duties hereunder,  the Investment  Manager will manage
the  portfolio  of all  classes  of  shares of a  particular  series as a single
portfolio.

         2.  Compliance  with Laws.  All functions  undertaken by the Investment
Manager  hereunder shall at all times conform to, and be in accordance with, any
requirements imposed by: (1) the Investment Company Act of 1940, as amended (the
"Investment Company Act"), and any rules and regulations promulgated thereunder;
(2) any other applicable provisions of law; (3) the Articles of Incorporation of
the  Corporation as amended from time to time; (4) the Bylaws of the Corporation
as  amended  from  time  to  time;  (5) the  Multiple  Class  Plan;  and (6) the
registration  statement(s)  of the  Corporation,  as amended  from time to time,
filed under the Securities Act of 1933 and the Investment Company Act.

         3. Board Supervision. All of the functions undertaken by the Investment
Manager hereunder shall at all times be subject to the direction of the Board of
Directors of the  Corporation,  its  executive  committee,  or any  committee or
officers  of  the  Corporation  acting  under  the  authority  of the  Board  of
Directors.

         4.  Payment of  Expenses.  The  Investment  Manager will pay all of the
expenses of each class of each series of the Corporation's  shares that it shall
manage  other  than  interest,   taxes,  brokerage  commissions,   extraordinary
expenses,  the fees and  expenses  of those  directors  who are not  "interested
persons" as defined in the Investment  Company Act  (hereinafter  referred to as
the "Independent  Directors") (including counsel fees), and expenses incurred in
connection with the provision of shareholder services and distribution  services
under the Master  Distribution  and  Shareholder  Services  Plan  adopted by the
Corporation and dated September 3, 1996. The Investment Manager will provide the
Corporation with all physical  facilities and personnel required to carry on the
business of each class of each series of the Corporation's  shares that it shall
manage,  including but not limited to office space,  office furniture,  fixtures
and equipment,  office supplies, computer hardware and software and salaried and
hourly paid personnel.  The Investment  Manager may at its expense employ others
to provide all or any part of such facilities and personnel.

         5.  Account  Fees.  The  Corporation,  by  resolution  of the  Board of
Directors,  including a majority of the Independent Directors,  may from time to
time authorize the  imposition of a fee as a direct charge  against  shareholder
accounts of any class of one or more of the  series,  such fee to be retained by
the Corporation or to be paid to the Investment Manager to defray expenses which
would  otherwise  be paid by the  Investment  Manager  in  accordance  with  the
provisions of paragraph 4 of this  Agreement.  At least sixty days prior written
notice of the intent to impose such fee must be given to the shareholders of the
affected class and series.

         6. Management Fees.

         (a)  In  consideration  of the  services  provided  by  the  Investment
Manager,  each class of each series of shares of the Corporation  managed by the
Investment  Manager shall pay to the Investment  Manager a per annum  management
fee (hereinafter, the "Applicable Fee") as follows:

        Name of Series             Name of Class             Applicable Fee Rate

                                   Investor Class                      ____%
                                   Institutional Class                 ____%
                                   Advisor Class                       ____%

         (b) On the first business day of each month,  each class of each series
of shares set forth above shall pay the  management fee at the rate specified by
subparagraph (a) of this paragraph 6 to the Investment  Manager for the previous
month.  The fee for the previous  month shall be calculated by  multiplying  the
Applicable  Fee set forth  above  for each  class  and  series by the  aggregate
average  daily  closing  value of the net assets of each class and series during
the previous  month,  and further  multiplying  that product by a fraction,  the
numerator  of which shall be the number of days in the previous  month,  and the
denominator of which shall be 365 (366 in leap years).

         ( c ) In the event that the Board of Directors of the Corporation shall
determine  to issue any  additional  series or classes of shares for which it is
proposed  that  the  Investment  Manager  serve  as  investment   manager,   the
Corporation  and the  Investment  Manager  may enter  into an  Addendum  to this
Agreement  setting  forth the name of the series,  the  Applicable  Fee and such
other terms and conditions as are applicable to the management of such series of
shares.

         7.  Subcontracts.  In rendering the services to be provided pursuant to
this  Agreement,  the  Investment  Manager  may,  from  time to time,  engage or
associate  itself with such persons or entities as it determines is necessary or
convenient in its sole discretion and may contract with such persons or entities
to obtain  information,  investment  advisory and management  services,  or such
other  services  as  the  Investment  Manager  deems   appropriate.   Any  fees,
compensation  or expenses to be paid to any such person or entity  shall be paid
by the Investment  Manager,  and no obligation to such person or entity shall be
incurred on behalf of the Corporation.  Any arrangement entered into pursuant to
this paragraph  shall, to the extent required by law, be subject to the approval
of the Board of  Directors  of the  Corporation,  including  a  majority  of the
Independent Directors, and the shareholders of the Corporation.

         8. Continuation of Agreement.  This Agreement shall continue in effect,
unless sooner terminated as hereinafter provided, for a period of two years from
the  execution  hereof,  and  for  as  long  thereafter  as its  continuance  is
specifically  approved at least  annually  (a) by the Board of  Directors of the
Corporation  or by the vote of a  majority  of the  outstanding  class of voting
securities  of each series and (b) by the vote of a majority of the Directors of
the Corporation,  who are not parties to the Agreement or interested  persons of
any such party,  cast in person at a meeting called for the purpose of voting on
such approval.

         9.  Termination.  This  Agreement may be  terminated by the  Investment
Manager at any time without penalty upon giving the Corporation 60 days' written
notice,  and may be  terminated  at any time  without  penalty  by the  Board of
Directors of the Corporation or by vote of a majority of the outstanding  voting
securities  of each  class of each  series  on 60 days'  written  notice  to the
Investment Manager.

         10. Effect of Assignment.  This Agreement shall automatically terminate
in the event of assignment by the Investment Manager,  the term "assignment" for
this purpose  having the meaning  defined in Section  2(a)(4) of the  Investment
Company Act.

         11.  Other  Activities.  Nothing  herein  shall be  deemed  to limit or
restrict  the  right  of the  Investment  Manager,  or the  right  of any of its
officers,  directors  or  employees  (who may  also be a  director,  officer  or
employee of the Corporation),  to engage in any other business or to devote time
and attention to the management or other aspects of any other business,  whether
of a similar or  dissimilar  nature,  or to render  services  of any kind to any
other corporation, firm, individual or association.

         12. Standard of Care. In the absence of willful misfeasance, bad faith,
gross negligence,  or reckless  disregard of its obligations or duties hereunder
on the part of the Investment Manager,  it, as an inducement to it to enter into
this  Agreement,  shall not be subject to liability to the Corporation or to any
shareholder  of the  Corporation  for any act or  omission  in the course of, or
connected  with,  rendering  services  hereunder  or for any losses  that may be
sustained in the purchase, holding or sale of any security.

         13. Separate  Agreement.  The parties hereto  acknowledge  that certain
provisions of the Investment Company Act, in effect, treat each series of shares
of an investment  company as a separate  investment  company.  Accordingly,  the
parties  hereto  hereby  acknowledge  and  agree  that,  to  the  extent  deemed
appropriate and consistent with the Investment Company Act, this Agreement shall
be deemed to constitute a separate  agreement between the Investment Manager and
each series of shares of the Corporation managed by the Investment Manager.

         14.  Use of the Names  "American  Century",  "Twentieth  Century",  and
"Benham. The names "American Century", "Twentieth Century", and "Benham" and all
rights to the use of the names  "American  Century",  "Twentieth  Century",  and
"Benham" are the exclusive  property of American  Century  Services  Corporation
("ACSC").  ACSC has consented to, and granted a  non-exclusive  license for, the
use by the Corporation of the names "American Century", "Twentieth Century", and
"Benham" in the name of the Corporation  and any series of shares thereof.  Such
consent and  non-exclusive  license may be revoked by ACSC in its  discretion if
ACSC, the Investment  Manager, or a subsidiary or affiliate of either of them is
not  employed  as the  investment  adviser  of  each  series  of  shares  of the
Corporation. In the event of such revocation, the Corporation and each series of
shares  thereof using the names  "American  Century",  "Twentieth  Century",  or
"Benham" shall cease using the names "American Century", "Twentieth Century", or
"Benham", unless otherwise consented to by ACSC or any successor to its interest
in such names.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their  respective  duly  authorized  officers as of the day and year
first above written.


___________________________________         AMERICANCENTURY INVESTMENT
                                            MANAGEMENT, INC.

By:                                         By:
   Name:                                       Name:
   Title:                                      Title:


Attest:______________________________       Attest:_____________________________
         Name:_______________________               Name:_______________________
         Title:______________________                Title:_____________________





                                    EXHIBIT B

              Proposed Standard Fundamental Investment Restrictions

The Fund  shall not issue  senior  securities,  except  as  permitted  under the
    Investment Company Act of 1940.

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

The Fund  shall 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.

The Fund shall not  concentrate  its  investments  in securities of issuers in a
    particular  industry (other than securities issued or guaranteed by the U.S.
    government or any of its agencies or instrumentalities).

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

The Fund shall 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.

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

The Fund shall not invest for purposes of exercising control over management.





                                    EXHIBIT C

                   Current Fundamental Investment Restrictions

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

         Additional   fundamental   policies  that  may  be  changed  only  with
shareholder approval provide that, with the exception of New Opportunities, each
series of shares:

1.       Shall not invest more than 15% of its assets in  illiquid  investments,
         except for any fund intended to be a money market fund, which shall not
         invest more than 10% of its assets in illiquid investments.

2.       Shall  not  invest  in the  securities  of  companies  that,  including
         predecessors,  have a record of less  than  three  years of  continuous
         operation.

3.       Shall not lend its portfolio securities except to unaffiliated persons,
         and  is  subject  to  the  rules  and  regulations  adopted  under  the
         Investment  Company  Act.  No such  rules  and  regulations  have  been
         promulgated, but it is the corporation's policy that such loans must be
         secured  continuously by cash collateral  maintained on a current basis
         in an  amount  at least  equal to the  market  value of the  securities
         loaned,  or by irrevocable  letters of credit.  During the existence of
         the loan,  the  corporation  must continue to receive the equivalent of
         the interest and dividends paid by the issuer on the securities  loaned
         and interest on the investment of the collateral;  the corporation must
         have the right to call the loan and obtain the securities loaned at any
         time on five  days'  notice,  including  the  right to call the loan to
         enable  the  corporation  to vote the  securities.  To comply  with the
         regulations of certain state securities administrators,  such loans may
         not exceed one-third of the  corporation's  net assets taken at market.
         It is the policy of the  corporation  not to permit  interest on loaned
         securities  of any series to exceed 10% of the annual  gross  income of
         that series (without offset for realized capital gains).

4.       Shall not  purchase  the  security  of any one issuer if such  purchase
         would  cause more than 5% of the  corporation's  assets at market to be
         invested  in the  securities  of  such  issuer,  except  United  States
         government securities,  or if the purchase would cause more than 10% of
         the outstanding  voting  securities of any one issuer to be held in the
         corporation's portfolio.

5.       Shall not invest for  control or for  management,  or  concentrate  its
         investment in a particular  company or a particular  industry.  No more
         than 25% of the assets of each series, exclusive of cash and government
         securities,  will be invested in securities  of any one  industry.  The
         corporation's  policy  in this  respect  includes  the  statement  "The
         management's  definition  of the  phrase  `any one  industry'  shall be
         conclusive  unless  clearly   unreasonable."   That  statement  may  be
         ineffective  because it may be an attempt to waive a  provision  of the
         law, and such waivers are void.

6.       Shall not buy  securities  on margin nor sell short (unless it owns, or
         by virtue of its ownership of, other securities has the right to obtain
         securities  equivalent  in kind and  amount  to the  securities  sold);
         however, the corporation's funds may make margin deposits in connection
         with  the  use of  any  financial  instrument  or  any  transaction  in
         securities permitted by their fundamental policies.

7.       Shall not invest in the securities of other investment companies except
         by  purchases  in the open market  involving  only  customary  brokers'
         commissions and no sales charges.

8.       Shall not issue any senior security.

9.       Shall not underwrite any securities.

10       Shall not purchase or sell real estate.  (In the opinion of management,
         this  restriction  will not preclude the corporation  from investing in
         securities of corporations that deal in real estate).

11.      Shall not purchase or sell commodities or commodity  contracts;  except
         that   Limited-Term   Bond,   Intermediate-Term   Bond,   Benham  Bond,
         Limited-Term  Tax-Exempt,  Intermediate-Term  Tax-Exempt  and Long-Term
         Tax-Exempt may, for non-speculative purposes, buy or sell interest rate
         futures  contracts  on debt  securities  (debt  futures  and bond index
         futures) and related options.

12.      Shall not  borrow  any money  with  respect to any series of its stock,
         except  in an amount  not in  excess  of 5% of the total  assets of the
         series,  and then only for emergency and extraordinary  purposes;  this
         does not prohibit the escrow and collateral  arrangements in connection
         with investment in interest rate futures  contracts and related options
         by Limited-Term Bond, Intermediate-Term Bond, Benham Bond, Limited-Term
         Tax Exempt, Intermediate-Term Tax-Exempt and Long-term Tax-Exempt.

                  Paragraphs  3,  5, 8 and 9 shall  also  apply  as  fundamental
policies of New  Opportunities.  Paragraphs 1, 2, 6, 7, 10, 11 and 12 shall also
apply to New Opportunities,  but shall not be considered  fundamental  policies.
Paragraph  4  shall  apply  to  New  Opportunities  with  respect  to 75% of its
portfolio and shall not be considered a fundamental policy.







                                    EXHIBIT D

                   Current Fundamental Investment Restrictions

                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

         Additional   fundamental   policies  that  may  be  changed  only  with
shareholder  approval  provide that, with the exception of the Emerging  Markets
Fund, each series of shares:

1.       Shall not invest more than 15% of its assets in illiquid investments.

2.       Shall  not  invest  in the  securities  of  companies  that,  including
         predecessors,  have a record of less  than  three  years of  continuous
         operation.

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

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

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

6.       Shall not buy securities on margin nor sell short (unless it owns or by
         virtue of its  ownership  of other  securities  has the right to obtain
         securities  equivalent  in kind and  amount  to the  securities  sold);
         however,  the fund may make margin  deposits in connection with the use
         of any financial  instrument or any transaction in securities permitted
         by its fundamental policies.

7.       Shall not invest in the securities of other investment companies except
         by  purchases  in the open market  involving  only  customary  brokers'
         commissions and no sales charges.

8.       Shall not issue any senior security.

9.       Shall not underwrite any securities.

10.      Shall not purchase or sell real estate.  (In the opinion of management,
         this  restriction  will not preclude the corporation  from investing in
         securities of corporations that deal in real estate.

11.      Shall not purchase or sell commodities or commodity contracts.

12.      Shall not borrow any money,  except from banks or trust companies in an
         amount  not in excess of 5% of the total  assets of the fund,  and then
         only for emergency and extraordinary purposes.

                  Paragraphs 3, 5, 8 and 9 shall apply as  fundamental  policies
of the Emerging  Markets  Fund.  Paragraphs 1, 2, 6, 7, 10, 11 and 12 shall also
apply to the Emerging  Markets  Fund,  but shall not be  considered  fundamental
policies.  Paragraph 4 shall apply to the Emerging  Markets Fund with respect to
75% of its portfolio and shall not be considered a fundamental policy.







                                    EXHIBIT E

                   Current Fundamental Investment Restrictions

                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

         Additional   fundamental   policies  that  may  be  changed  only  with
shareholder approval provided that neither series of shares.

1.       Shall invest more than 15% of its assets in illiquid investments.

2.       Shall  invest  in  the   securities   of  companies   that,   including
         predecessors,  have a record of less  than  three  years of  continuous
         operation.

3.       Shall lend its portfolio  securities except to unaffiliated persons and
         subject  to the  rules and  regulations  adopted  under the  Investment
         Company Act of 1940.  No such rules and  regulations  have been issued,
         but it is our policy  that such loans must be secured  continuously  by
         cash  collateral  maintained  on a current  basis in an amount at least
         equal to the market value of the  securities  loaned or by  irrevocable
         letters  of  credit.  During  the  existence  of the loan,  a fund must
         continue to receive the  equivalent of the interest and dividends  paid
         by the issuer on the  securities  loaned and interest on the investment
         of the  collateral;  the fund  must have the right to call the loan and
         obtain  the  securities  loaned  at any  time  on  five  days'  notice,
         including  the  right to call the loan to  enable  the fund to vote the
         securities.  To comply with the regulations of certain state securities
         administrators,  such loans may not exceed  one-third of the fund's net
         assets valued at market.

4.       Shall with regard to 75% of its portfolio, purchase the security of any
         one  issuer if such  purchase  would  cause  more than 5%of the  fund's
         assets at market  to be  invested  in the  securities  of such  issuer,
         except U.S.  government  securities or if the purchase would cause more
         than 10% of the outstanding  voting  securities of any one issuer to be
         held in a fund's portfolio.

5.       Shall  invest  for  control  or  for  management  or  concentrate   its
         investment in a particular  company or a particular  industry.  No more
         than 25% of the assets of a fund, exclusive of cash and U.S. government
         securities, will be invested in securities of any one industry.

6.       Shall buy  securities  on margin and sell  short  (unless it owns or by
         virtue of its  ownership  of other  securities  has the right to obtain
         securities equivalent in kind and amount to the securities sold without
         additional  cost);   however,  a  fund  may  make  margin  deposits  in
         connection with the use of any financial  instrument or any transaction
         securities permitted by its fundamental policies.

7.       Shall invest in the securities of other investment  companies except by
         purchases  in  the  open  market  involving  only  customary   brokers'
         commission and no sales charges.

8.       Shall issue any senior security.

9.       Shall underwrite any securities.

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

11.      Shall  purchase or sell real  estate,  except that a fund may  purchase
         securities  of  issuers  that  deal in  real  estate  and may  purchase
         securities that are secured by interests in real estate.






                                    EXHIBIT F

                   Current Fundamental Investment Restrictions

                AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC

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

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

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

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

4.       Shall not issue any senior security.

5.       Shall not underwrite any securities.

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

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

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

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






                                    EXHIBIT G

                   Current Fundamental Investment Restrictions

                     AMERICAN CENTURY PREMIUM RESERVES, INC.

         Fundamental  policies  may be changed  only with  shareholder  approval
provide that no series of shares:

1.       Intended to be designated as a money market fund shall invest more than
         10% of its assets in illiquid  investments,  while no non-money  market
         series of shares  shall  invest more than 15% of its assets in illiquid
         investments.

2.       Shall lend its portfolio  securities except to unaffiliated persons and
         subject  to the  rules and  regulations  adopted  under the  Investment
         Company Act of 1940.  No such rules and  regulations  have been issued,
         but  it  is  the  fund's   policy  that  such  loans  must  be  secured
         continuously  by cash  collateral  maintained  on a current basis in an
         amount at least equal to the market value of the  securities  loaned or
         by irrevocable  letters of credit.  During the existence of the loan, a
         fund must  continue  to receive  the  equivalent  of the  interest  and
         dividends paid by the issuer on the  securities  loaned and interest on
         the investment of the collateral;  the fund must have the right to call
         the loan and  obtain  the  securities  loaned at any time on five days'
         notice, including the right to call the loan to enable the fund to vote
         the  securities.  To  comply  with the  regulations  of  certain  state
         securities  administrators,  such loan may not exceed  one-third of the
         fund's net assets taken at market.

3.       Shall,  with regard to 75% of its  portfolio,  purchase the security of
         any one issuer if such  purchase  would  cause more than 5% of a fund's
         assets at market to e invested in the securities of such issuer, except
         U.S.  government  securities,  or if the purchase would cause more than
         10% of the outstanding  voting  securities of any one issuer to be held
         in a fund's  portfolio.  Note: As a mater of operating policy and not a
         fundamental  policy,  Premium  Government  Reserve and Premium  Capital
         Reserve  have  elected to comply  with Rule 2a-7  under the  Investment
         Company Act, which required diversification of 100% of their respective
         portfolios, not 75% as stated in this restriction.

4.       Shall  invest  for  control  or  for  management,  or  concentrate  its
         investment in a particular  company or a particular  industry.  No more
         than 25% of the assets of a fund, exclusive of cash and U.S. government
         securities, will be invested in securities of any one industry.

5.       Shall buy  securities  on margin or sell  short  (unless  it owns or by
         virtue of its  ownership  of other  securities  has the right to obtain
         securities  equivalent  in kind and  amount  to the  securities  sold);
         however,  a fund may make margin deposits in connection with the use of
         any financial  instrument or any transaction in securities permitted by
         its fundamental policies.

6.       Shall invest in the securities of other investment  companies except by
         purchases  in  the  open  market  involving  only  customary   brokers'
         commission and no sales charges.

7.       Shall issue any senior security.

8.       Shall underwrite any securities.

9.       Shall purchase or sell  commodities or commodity  contracts except that
         premium Bond may, for  non-speculative  purposes,  buy or sell interest
         rate futures  contracts on debt securities (debt futures and bond index
         futures) and related options.

10.      Shall borrow any money,  except in an amount not in excess of 5% of the
         total  assets  of  the  series,   and  then  only  for   emergency  and
         extraordinary  purposes.  Note: This investment  restrictions  does not
         prohibit  escrow  and  collateral   arrangements  in  connections  with
         investment  in interest rate futures  contracts and related  options by
         Premium Bond.






PROXY CARD #1 (BACK)

Please indicate your vote by placing an "X" in the  appropriate  box below.  The
Board of Directors recommends a vote "FOR" each proposal.

         1.       Election of nine members of the  Company's  Board of Directors
                  to serve  indefinite  terms  until their  successors  are duly
                  elected and qualified;

                                                                                 
         FOR ALL NOMINEES         ___       WITHHOLD AUTHORITY           ___      INSTRUCTION:  To withhold authority to vote for 
         except asmarked to the             FOR ALL NOMINEES                      any individual nominee, strike a line through
         contrary below                                                           the nominee's name in the list below

                    Thomas A. Brown                Robert W. Doering, M.D.        D.D. (Del) Hock               Linsley L. Lundgaard
                                           
                    Donald H. Pratt                Lloyd T. Silver, Jr.           James E. Stowers, Jr.         James E. Stowers III

                    M. Jeannine Strandjord


                                                                                      FOR      AGAINST        ABSTAIN
         2.       Approval  of  Management   Agreement  with  American   Century               
                  Investment Management, Inc.                                         ___        ___            ___
                                                                                      
         3.       Ratification  of the  selection of the  Company's  independent      
                  auditors for its current fiscal year.                               ___        ___            ___
                                                                                      
         4.       Approval  of the  proposed  changes to the  Fund's  investment
                  restrictions.                                                       ___        ___            ___

         ___      To vote  against  the  proposed  changes to one or more of the
                  specific fundamental investment  restrictions,  but to approve
                  the others,  place an "X" in the box at the left AND  indicate
                  the  number(s)  (as set forth in the proxy  statement)  of the
                  investment  restrictions  you do not  want to  change  on this
                  line:___________________________

                   PLEASE SIGN AND DATE THE FRONT OF THIS CARD







                               PROXY CARD (FRONT)

                         [NAME OF FUND]--[NAME OF CLASS]
                         (A series of [NAME OF COMPANY])
PROXY             Annual Meeting of Shareholders, July 30, 1997            PROXY

         This  proxy is  solicited  on behalf of the Board of  Directors  of the
Company  indicated  above and relates to proposals which apply to the Company or
to the series or class of the Company  indicated above. By signing below, I (we)
appoint as proxies  William M. Lyons and Patrick A. Looby and each of them (with
power of  substitution) to vote for the undersigned all shares of common stock I
own  in  the  Fund.  The  authority  I am  (we  are)  granting  applies  to  the
above-referenced  meeting and any  adjournments  of that  meeting,  with all the
power I (we) would have if personally  present.  The shares  represented by this
proxy will be voted as instructed.  Unless indicated to the contrary, this proxy
shall be deemed to grant  authority to vote "FOR" all proposals  relating to the
Company or the series or class, as applicable.

         YOUR  VOTE IS  IMPORTANT.  Please  date and sign this  proxy  below and
return it in the enclosed envelope to: Alamo Direct, 280 Oser Avenue, Hauppauge,
NY 11788.  This proxy will not be voted unless it is dated and signed exactly as
instructed on this card.

                           If shares are held by an  individual,  sign your name
                           exactly as it  appears  on this  card.  If shares are
                           held jointly,  either party may sign, but the name of
                           the party signing should conform  exactly to the name
                           shown on this  proxy  card.  If shares  are held by a
                           corporation, partnership or similar account, the name
                           and the capacity of the individual  signing the proxy
                           card should be indicated - for  example:  "ABC Corp.,
                           John Doe, Treasurer."

                                      Sign exactly as name appears on this card.

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


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


                                      Dated ______________________, 1997