SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              [X]
          File No. 33-43321

     Pre-Effective Amendment No.                                     [ ]

     Post-Effective Amendment No. 19                                 [X]

                             and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      [X]
          File No. 811-6441

     Amendment No. 20                                                [X]

                        (Check appropriate box or boxes.)



                    AMERICAN CENTURY INTERNATIONAL BOND FUNDS
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               (Exact Name of Registrant as Specified in Charter)

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

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


   David C. Tucker, Esq., 4500 Main Street, 9th Floor, Kansas City, MO 64111
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                     (Name and Address of Agent for Service)

            Approximate Date of Proposed Public Offering: May 1, 2004

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

     [ ] immediately upon filing pursuant to paragraph (b)
     [X] on May 1, 2004 pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a)(1)
     [ ] on (date) pursuant to paragraph (a)(1)
     [ ] 75 days after filing pursuant to paragraph (a)(2)
     [ ] on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

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

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[front cover] Your American Century Investments prospectus INVESTOR CLASS International Bond Fund MAY 1, 2004 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME. American Century Investment Services, Inc. [american century investments logo and text logo] [american century investments logo and text logo] Dear Investor, At American Century Investments, we're committed to helping investors make the most of their financial opportunities. That's why we focus on achieving superior results and building long-term relationships with investors like you. We believe our relationship with you begins with an easy-to-read prospectus that provides you with the information you need to make informed and confident decisions about your investments. We understand you may have questions about investing after you read through the prospectus. Our Web site, www.americancentury.com, offers information that could answer many of your questions. Or, an Investor Relations Representative will be happy to help weekdays, 7 a.m. to 7 p.m. and Saturdays, 9 a.m. to 2 p.m. Central time. Our representatives can be reached by calling 1-800-345-2021. Thank you for considering American Century. Sincerely, /s/Donna Byers Donna Byers Senior Vice President Direct Sales and Services American Century Services Corporation American Century Investments P.O. Box 419200, Kansas City, MO 64141-6200 The American Century logo, American Century and American Century Investments are service marks of American Century Services Corporation. Table of Contents AN OVERVIEW OF THE FUND.................................................. 2 FUND PERFORMANCE HISTORY................................................. 3 FEES AND EXPENSES........................................................ 5 OBJECTIVES, STRATEGIES AND RISKS......................................... 6 BASICS OF FIXED-INCOME INVESTING......................................... 8 MANAGEMENT............................................................... 10 INVESTING WITH AMERICAN CENTURY.......................................... 12 SHARE PRICE AND DISTRIBUTIONS............................................ 19 TAXES.................................................................... 21 MULTIPLE CLASS INFORMATION............................................... 23 FINANCIAL HIGHLIGHTS..................................................... 24 [GRAPHIC OF TRIANGLE] THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION. AN OVERVIEW OF THE FUND WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The fund seeks high total return by investing in high-quality, nondollar-denominated government and corporate debt securities outside the United States. WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS? The fund invests most of its assets in high-quality bonds or DEBT SECURITIES issued by foreign corporations and governments. The advisor expects the fund's dollar-weighted average maturity to range from two to 10 years. [GRAPHIC OF TRIANGLE] DEBT SECURITIES INCLUDE FIXED-INCOME INVESTMENTS SUCH AS NOTES, BONDS, COMMERCIAL PAPER AND DEBENTURES. The fund's primary investment risks include * interest rate risk * currency risk * political and economic risk * foreign market and trading risk * principal loss risk * nondiversification risk [GRAPHIC OF TRIANGLE] A NONDIVERSIFIED FUND MAY INVEST A GREATER PERCENTAGE OF ITS ASSETS IN A SMALLER NUMBER OF SECURITIES THAN A DIVERSIFIED FUND. Additional important information about the fund's investment strategies and risks begins on page 6. WHO MAY WANT TO INVEST IN THE FUND? The fund may be a good investment if you are * seeking diversification of your portfolio through investment in nondollar-denominated foreign debt securities * seeking to protect your income against a decline in the purchasing power of the U.S. dollar relative to foreign currencies * comfortable with the fund's other investment risks WHO MAY NOT WANT TO INVEST IN THE FUND? The fund may not be a good investment if you are * seeking current income from your investment * uncomfortable with the risks associated with investing in foreign securities * uncomfortable with rapid fluctuations in the value of your investment * looking for the added security of FDIC insurance [GRAPHIC OF TRIANGLE] AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT, AND IT IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY. ------ 2 FUND PERFORMANCE HISTORY Annual Total Returns The following bar chart shows the performance of the fund's Investor Class shares for each full calendar year in the life of the fund. It indicates the volatility of the fund's historical returns from year to year. Account fees are not reflected in the chart below. If they had been included, returns would be lower than those shown. INTERNATIONAL BOND FUND -- INVESTOR CLASS [bar chart data below] 2003 19.91% 2002 23.53% 2001 -1.66% 2000 -1.20% 1999 -10.36% 1998 17.87% 1997 -5.88% 1996 6.38% 1995 24.40% 1994 1.52% The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST -------------------------------------------------------------------------------- International Bond 14.36% (2Q 2002) -6.79% (1Q 1997) -------------------------------------------------------------------------------- Average Annual Total Returns The following table shows the average annual total returns of the fund's Investor Class shares calculated three different ways. Return Before Taxes shows the actual change in the value of fund shares over the time periods shown, but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning fund shares. Return After Taxes on Distributions is a fund's actual performance, adjusted by the effect of taxes on distributions made by the fund during the period shown. Return After Taxes on Distributions and Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the historical highest federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. ------ 3 The benchmarks are unmanaged indices that have no operating costs and are included in the table for performance comparison. INVESTOR CLASS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1) --------------------------------------------------------------------------------------------------------- International Bond Return Before Taxes 19.91% 5.23% 6.76% 7.21% Return After Taxes on Distributions 17.19% 4.01% 5.10% N/A Return After Taxes on Distributions and Sale of Fund Shares 12.99% 3.73% 4.80% N/A Fund Benchmark(2) 21.97% 6.37% 7.98% 7.62%(3) (reflects no deduction for fees, expenses or taxes) J.P. Morgan Global Traded Government Bond Index 14.53% 5.66% 6.87% 7.11%(3) (reflects no deduction for fees, expenses or taxes) --------------------------------------------------------------------------------------------------------- (1) THE INCEPTION DATE FOR THE FUND IS JANUARY 7, 1992. ONLY A FUND WITH PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOWS AFTER-TAX RETURNS FOR LIFE OF CLASS. (2) FROM DECEMBER 31, 1991 TO DECEMBER 31, 1997, THE BENCHMARK WAS THE J.P. MORGAN ECU-WEIGHTED EUROPEAN INDEX. SINCE JANUARY 1, 1998, THE BENCHMARK HAS BEEN THE J.P. MORGAN GLOBAL TRADED GOVERNMENT INDEX (EXCLUDING THE U.S. AND WITH JAPAN WEIGHTED AT 15%). (3) FROM DECEMBER 31, 1991, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH DATA IS AVAILABLE. Performance information is designed to help you see how fund returns can vary. Keep in mind that past performance (before and after taxes) does not predict how the fund will perform in the future. For current performance information, including yields, please call us at 1-800-345-2021 or visit us at www.americancentury.com. ------ 4 FEES AND EXPENSES There are no sales loads, fees or other charges * to buy fund shares directly from American Century * to reinvest dividends in additional shares * to exchange into the Investor Class shares of other American Century funds * to redeem your shares other than a $10 fee to redeem by wire The following table describes the fees and expenses you may pay if you buy and hold shares of the fund. SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) -------------------------------------------------------------------------------- Investor Class Maximum Account Maintenance Fee $25(1) -------------------------------------------------------------------------------- (1) APPLIES ONLY TO INVESTORS WHOSE TOTAL INVESTMENTS WITH AMERICAN CENTURY ARE LESS THAN $10,000. SEE ACCOUNT MAINTENANCE FEE UNDER INVESTING WITH AMERICAN CENTURY FOR MORE DETAILS. ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) MANAGEMENT DISTRIBUTION AND OTHER TOTAL ANNUAL FUND FEE(1) SERVICE (12B-1) FEES EXPENSES(2) OPERATING EXPENSES -------------------------------------------------------------------------------------------- International Bond Investor Class 0.83% None 0.01% 0.84% -------------------------------------------------------------------------------------------- (1) BASED ON ASSETS OF ALL CLASSES OF THE FUND DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A STEPPED-FEE SCHEDULE. AS A RESULT, THE FUND'S MANAGEMENT FEE RATE GENERALLY DECREASES AS FUND ASSETS INCREASE AND INCREASES AS FUND ASSETS DECREASE. (2) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. EXAMPLE The examples in the table below are intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. Of course, your actual costs may be higher or lower. Assuming you . . . * invest $10,000 in the fund * redeem all of your shares at the end of the periods shown below * earn a 5% return each year * incur the same operating expenses as shown above . . . your cost of investing in the fund would be: 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------------- International Bond Investor Class $86 $268 $465 $1,034 ------------------------------------------------------------------------------- ------ 5 OBJECTIVES, STRATEGIES AND RISKS WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The fund seeks high total return by investing in high-quality, nondollar-denominated government and corporate debt securities outside the United States. HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE? The fund invests all of its assets in HIGH-QUALITY DEBT SECURITIES, substantially all of which are nondollar-denominated foreign government and foreign corporate debt securities. [GRAPHIC OF TRIANGLE] A HIGH-QUALITY DEBT SECURITY IS ONE THAT HAS BEEN RATED BY AN INDEPENDENT RATING AGENCY IN ITS TOP TWO CREDIT QUALITY CATEGORIES OR DETERMINED BY THE ADVISOR TO BE OF COMPARABLE CREDIT QUALITY. THE DETAILS OF THE FUND'S CREDIT QUALITY STANDARDS ARE DESCRIBED IN THE STATEMENT OF ADDITIONAL INFORMATION. [GRAPHIC OF TRIANGLE] DEBT SECURITIES INCLUDE FIXED-INCOME INVESTMENTS SUCH AS NOTES, BONDS, COMMERCIAL PAPER AND DEBENTURES. The fund managers select the fund's investments by using a combination of fundamental research and bond and currency valuation models. * ECONOMIC/POLITICAL FUNDAMENTALS. The fund managers evaluate each country's economic climate and political discipline for controlling deficits and inflation. * EXPECTED RETURN. Using economic forecasts, the fund managers project the expected return for each country. * RELATIVE VALUE. By contrasting expected risks and returns for investments in each country, the fund managers select those countries expected to produce the best return at reasonable risk. Generally, the fund will purchase only bonds denominated in foreign currencies. Because the fund is designed for U.S. investors seeking currency and interest rate diversification, the fund limits its use of hedging strategies that may minimize the effect of currency fluctuations. The fund may hedge up to 25% of its total assets into U.S. dollars when the fund managers consider the dollar to be attractive relative to foreign currencies. The weighted average maturity of the fund is expected to be between two and 10 years. ------ 6 WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND? When interest rates change, the fund's share value will be affected. Generally, when interest rates rise, the fund's share value will decline. The opposite is true when interest rates decline. The interest rate risk for International Bond is higher than for funds that have shorter weighted average maturities, such as short-term and limited-term funds. At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the fund. The fund is classified as nondiversified. This means that the fund's managers may choose to invest in a relatively small number of securities. If so, a price change in any one of these securities may have a greater impact on the fund's share price than would be the case if the fund were diversified. Investing in foreign securities has certain unique risks that make it generally riskier than investing in U.S. securities. These risks are summarized below. * CURRENCY RISK. In addition to changes in the value of the fund's investments, changes in the value of foreign currencies against the U.S. dollar also could result in gains or losses to the fund. The value of a share of the fund is determined in U.S. dollars. The fund's investments, however, generally are held in the foreign currency of the country where investments are made. As a result, the fund could recognize a gain or loss based solely upon a change in the exchange rate between the foreign currency and the U.S. dollar. * POLITICAL AND ECONOMIC RISK. The fund invests in foreign debt securities, which are generally riskier than U.S. debt securities. As a result the fund is subject to foreign political and economic risk not associated with U.S. investments, meaning that political events (civil unrest, national elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions), social and economic events (labor strikes, rising inflation) and natural disasters occurring in a country where the fund invests could cause the fund's investments in that country to experience gains or losses. The fund also could be unable to enforce its ownership rights or pursue legal remedies in countries where it invests. * FOREIGN MARKET AND TRADING RISK. The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight. Foreign markets also may have clearance and settlement procedures that make it difficult for the fund to buy and sell securities. These factors could result in a loss to the fund by causing the fund to be unable to dispose of an investment or to miss an attractive investment opportunity, or by causing fund assets to be uninvested for some period of time. * AVAILABILITY OF INFORMATION. Generally, foreign companies are not subject to the regulatory controls or uniform accounting, auditing and financial reporting standards imposed on U.S. issuers. As a result, there may be less publicly available information about foreign issuers than is available regarding U.S. issuers. ------ 7 BASICS OF FIXED-INCOME INVESTING DEBT SECURITIES When a fund buys a debt security, also called a fixed-income security, it is essentially lending money to the security's issuer. Notes, bonds, commercial paper and debentures are examples of debt securities. After the debt security is first sold by the issuer, it may be bought and sold by other investors. The price of the debt security may rise or fall based on many factors, including changes in interest rates, liquidity and credit quality. The fund managers decide which debt securities to buy and sell by * determining which debt securities help a fund meet its maturity requirements * identifying debt securities that satisfy a fund's credit quality standards * evaluating the current economic conditions and assessing the risk of inflation * evaluating special features of the debt securities that may make them more or less attractive WEIGHTED AVERAGE MATURITY Like most loans, debt securities eventually must be repaid or refinanced at some date. This date is called the maturity date. The number of days left to a debt security's maturity date is called the remaining maturity. The longer a debt security's remaining maturity, generally the more sensitive its price is to changes in interest rates. Because a bond fund will own many debt securities, the fund managers calculate the average of the remaining maturities of all the debt securities the fund owns to evaluate the interest rate sensitivity of the entire portfolio. This average is weighted according to the size of the fund's individual holdings and is called the WEIGHTED AVERAGE MATURITY. The following chart shows how fund managers would calculate the weighted average maturity for a fund that owned only two debt securities. [GRAPHIC OF TRIANGLE] WEIGHTED AVERAGE MATURITY IS A TOOL THE FUND MANAGERS USE TO APPROXIMATE THE REMAINING TERM TO MATURITY OF A FUND'S INVESTMENT PORTFOLIO. AMOUNT OF PERCENT OF REMAINING WEIGHTED SECURITY OWNED PORTFOLIO MATURITY MATURITY -------------------------------------------------------------------------------- Debt Security A $100,000 25% 4 years 1 year -------------------------------------------------------------------------------- Debt Security B $300,000 75% 12 years 9 years -------------------------------------------------------------------------------- WEIGHTED AVERAGE MATURITY 10 YEARS -------------------------------------------------------------------------------- ------ 8 TYPES OF RISK The basic types of risk the fund faces are described below. Interest Rate Risk Generally, interest rates and the prices of debt securities move in opposite directions. When interest rates fall, the prices of most debt securities rise; when interest rates rise, prices fall. Because the fund invests primarily in debt securities, changes in interest rates will affect the fund's performance. This sensitivity to interest rate changes is called interest rate risk. The degree to which interest rate changes affect a fund's performance varies and is related to the weighted average maturity of a particular fund. For example, when interest rates rise, you can expect the share value of a long-term bond fund to fall more than that of a short-term bond fund. When rates fall, the opposite is true. The following table shows the likely effect of a 1% (100 basis points) increase in interest rates on the price of 7% coupon bonds of differing maturities: REMAINING MATURITY CURRENT PRICE PRICE AFTER 1% INCREASE CHANGE IN PRICE -------------------------------------------------------------------------------- 1 year $100.00 $99.06 -0.94% -------------------------------------------------------------------------------- 3 years $100.00 $97.38 -2.62% -------------------------------------------------------------------------------- 10 years $100.00 $93.20 -6.80% -------------------------------------------------------------------------------- 30 years $100.00 $88.69 -11.31% -------------------------------------------------------------------------------- Credit Risk Credit risk is the risk that an obligation won't be paid and a loss will result. A high credit rating indicates a high degree of confidence by the rating organization that the issuer will be able to withstand adverse business, financial or economic conditions and make interest and principal payments on time. Generally, a lower credit rating indicates a greater risk of non-payment. A lower rating also may indicate that the issuer has a more senior series of debt securities, which means that if the issuer has difficulties making its payments, the more senior series of debt is first in line for payment. The fund managers do not invest solely on the basis of a debt security's credit rating; they also consider other factors, including potential returns. Higher credit ratings usually mean lower interest rate payments, so investors often purchase debt securities that aren't the highest rated to increase return. If a fund purchases lower-rated debt securities, it assumes additional credit risk. Credit quality may be lower when the issuer has a high debt level, a short operating history, a difficult, competitive environment, or a less stable cash flow. Liquidity Risk Debt securities can become difficult to sell, or less liquid, for a variety of reasons, such as lack of an active trading market. The chance that a fund will have difficulty selling its debt securities is called liquidity risk. ------ 9 MANAGEMENT WHO MANAGES THE FUND? The Board of Trustees, investment advisor and fund management team play key roles in the management of the fund. THE BOARD OF TRUSTEES The Board of Trustees oversees the management of the fund and meets at least quarterly to review reports about fund operations. Although the Board of Trustees does not manage the fund, it has hired an investment advisor to do so. More than three-fourths of the trustees are independent of the fund's advisor; that is, they are not employed by and have no financial interest in the advisor. THE INVESTMENT ADVISOR The fund's investment advisor is American Century Investment Management, Inc. The advisor has been managing mutual funds since 1958 and is headquartered at 4500 Main Street, Kansas City, Missouri 64111. The advisor is responsible for managing the investment portfolios of the fund and directing the purchase and sale of its investment securities. The advisor also arranges for transfer agency, custody and all other services necessary for the fund to operate. For the services it provided to the fund during the most recent fiscal year, the advisor received a unified management fee of 0.83% of the average net assets of the Investor Class shares of the fund. The amount of the management fee for the fund is determined monthly on a class-by-class basis using a two-step formula that takes into account the fund's strategy (money market, bond or equity) and the total amount of mutual fund assets the advisor manages. The management fee is paid monthly in arrears. The Statement of Additional Information contains detailed information about the calculation of the management fee. Out of that fee, the advisor paid all expenses of managing and operating the fund except brokerage expenses, taxes, interest, fees and expenses of the independent trustees (including legal counsel fees), and extraordinary expenses. A portion of the fund's management fee may be paid by the fund's advisor to unaffiliated third parties who provide recordkeeping and administrative services that would otherwise be performed by an affiliate of the advisor. ------ 10 THE FUND MANAGEMENT TEAM The advisor uses a team of portfolio managers, assistant portfolio managers and analysts to manage the fund. The team meets regularly to review portfolio holdings and discuss purchase and sale activity. Team members buy and sell securities for the fund as they see fit, guided by the fund's investment objective and strategy. The advisor and the Board of Trustees have hired and supervise J.P. Morgan Investment Management, Inc. (JPMIM), a subadvisor, to make investment decisions for the fund. The portfolio managers on the investment team are identified below: JULIAN LE BERON Mr. Le Beron, Portfolio Manager in the International Fixed-Income Group, has been a member of the team that manages International Bond since October 2002. He joined J.P. Morgan in 1997 and worked as an assistant portfolio manager. He previously worked as a portfolio risk analyst in the Fleming Asset Management Fixed Income department. He has a bachelor of science degree in management from the London School of Economics. He is a CFA charterholder. The American Century Investment Management, Inc. representative on the fund is identified as follows: G. DAVID MACEWEN Mr. MacEwen, Chief Investment Officer - Fixed Income and Senior Vice President, supervises the American Century Municipal Bond, Taxable Bond and Money Market teams. He joined American Century in May 1991 as a Municipal Portfolio Manager. He has a bachelor's degree in economics from Boston University and an MBA in finance from the University of Delaware. Code of Ethics American Century has a Code of Ethics designed to ensure that the interests of fund shareholders come before the interests of the people who manage the fund. Among other provisions, the Code of Ethics prohibits portfolio managers and other investment personnel from buying securities in an initial public offering or profiting from the purchase and sale of the same security within 60 calendar days. It also contains limits on short-term transactions in American Century-managed funds. In addition, the Code of Ethics requires portfolio managers and other employees with access to information about the purchase or sale of securities by the fund to obtain approval before executing permitted personal trades. FUNDAMENTAL INVESTMENT POLICIES Fundamental investment policies contained in the Statement of Additional Information and the investment objective of the fund may not be changed without shareholder approval. The Board of Trustees may change any other policies and investment strategies. ------ 11 INVESTING WITH AMERICAN CENTURY SERVICES AUTOMATICALLY AVAILABLE TO YOU Most accounts automatically will have access to the services listed below when the account is opened. If you do not want these services, see CONDUCTING BUSINESS IN WRITING. If you have questions about the services that apply to your account type, please call us. CONDUCTING BUSINESS IN WRITING If you prefer to conduct business in writing only, you can indicate this on the account application. If you choose this option, you must provide written instructions to invest, exchange and redeem. All account owners must sign transaction instructions (with signatures guaranteed for redemptions in excess of $100,000). If you want to add services later, you can complete an Investor Service Options form. By choosing this option, you are not eligible to enroll for exclusive online account management to waive the account maintenance fee. See ACCOUNT MAINTENANCE FEE in this section. A NOTE ABOUT MAILINGS TO SHAREHOLDERS To reduce the amount of mail you receive from us, we may deliver a single copy of certain investor documents (such as shareholder reports and prospectuses) to investors who share an address, even if accounts are registered under different names. If you prefer to receive multiple copies of these documents individually addressed, please call 1-800-345-2021. If you invest in American Century mutual funds through a financial intermediary, please contact them directly. For American Century Brokerage accounts, please call 1-888-345-2071. YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS American Century and its affiliated companies use procedures reasonably designed to confirm that telephone, electronic and other instructions are genuine. These procedures include recording telephone calls, requesting personalized security codes or other information, and sending confirmation of transactions. If we follow these procedures, we are not responsible for any losses that may occur due to unauthorized instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them. WAYS TO MANAGE YOUR ACCOUNT -------------------------------------------------------------------------------- ONLINE -------------------------------------------------------------------------------- www.americancentury.com OPEN AN ACCOUNT If you are a current or new investor, you can open an account by completing and submitting our online application. Current investors also can open an account by exchanging shares from another American Century account. EXCHANGE SHARES Exchange shares from another American Century account. MAKE ADDITIONAL INVESTMENTS Make an additional investment into an established American Century account if you have authorized us to invest from your bank account. SELL SHARES* Redeem shares and proceeds will be electronically transferred to your authorized bank account. * ONLINE REDEMPTIONS UP TO $25,000 PER DAY. ------ 12 -------------------------------------------------------------------------------- BY TELEPHONE -------------------------------------------------------------------------------- Investor Relations 1-800-345-2021 Business, Not-For-Profit and Employer-Sponsored Retirement Plans 1-800-345-3533 Automated Information Line 1-800-345-8765 OPEN AN ACCOUNT If you are a current investor, you can open an account by exchanging shares from another American Century account. EXCHANGE SHARES Call or use our Automated Information Line if you have authorized us to accept telephone instructions. The Automated Information Line is available only to Investor Class shareholders. MAKE ADDITIONAL INVESTMENTS Call or use our Automated Information Line if you have authorized us to invest from your bank account. SELL SHARES Call a Service Representative. -------------------------------------------------------------------------------- BY WIRE -------------------------------------------------------------------------------- Please remember, if you request redemptions by wire, $10 will be deducted from the amount redeemed. Your bank also may charge a fee. OPEN AN ACCOUNT Call to set up your account or mail a completed application to the address provided in the BY MAIL section. Give your bank the following information to wire money. * Our bank information Commerce Bank N.A. Routing No. 101000019 Account No. Please call for the appropriate account number * The fund name * Your American Century account number, if known* * Your name * The contribution year (for IRAs only) *FOR ADDITIONAL INVESTMENTS ONLY MAKE ADDITIONAL INVESTMENTS Follow the OPEN AN ACCOUNT wire instructions SELL SHARES You can receive redemption proceeds by wire or electronic transfer. EXCHANGE SHARES Not available. ------ 13 -------------------------------------------------------------------------------- BY MAIL OR FAX -------------------------------------------------------------------------------- P.O. Box 419200 Kansas City, MO 64141-6200 Fax 816-340-7962 OPEN AN ACCOUNT Send a signed, completed application and check or money order payable to American Century Investments. EXCHANGE SHARES Send written instructions to exchange your shares from one American Century account to another. MAKE ADDITIONAL INVESTMENTS Send your check or money order for at least $50 with an investment slip or $250 without an investment slip. If you don't have an investment slip, include your name, address and account number on your check or money order. SELL SHARES Send written instructions or a redemption form to sell shares. Call a Service Representative to request a form. -------------------------------------------------------------------------------- AUTOMATICALLY -------------------------------------------------------------------------------- OPEN AN ACCOUNT Not available. EXCHANGE SHARES Send written instructions to set up an automatic exchange of your shares from one American Century account to another. MAKE ADDITIONAL INVESTMENTS With the automatic investment privilege, you can purchase shares on a regular basis. You must invest at least $600 per year per account. SELL SHARES If you have at least $10,000 in your account, you may sell shares automatically by establishing Check-A-Month or Automatic Redemption plans. -------------------------------------------------------------------------------- IN PERSON -------------------------------------------------------------------------------- If you prefer to handle your transactions in person, visit one of our Investor Centers and a representative can help you open an account, make additional investments, and sell or exchange shares. 4500 Main Street 4917 Town Center Drive Kansas City, Missouri Leawood, Kansas 8 a.m. to 5:30 p.m., Monday - Friday 8 a.m. to 6 p.m., Monday - Friday 8 a.m. to noon, Saturday 1665 Charleston Road 10350 Park Meadows Drive Mountain View, California Littleton, Colorado 8 a.m. to 5 p.m., Monday - Friday 8:30 a.m. to 5:30 p.m., Monday - Friday ------ 14 MINIMUM INITIAL INVESTMENT AMOUNTS To open an account, the minimum initial investment amounts are $2,000 for a Coverdell Education Savings Account (CESA), and $2,500 for all other accounts. ACCOUNT MAINTENANCE FEE If you hold Investor Class shares of any American Century fund, or Institutional Class shares of the American Century Diversified Bond Fund, in an American Century account (i.e., not a financial intermediary or retirement plan account), we may charge you a $12.50 semiannual account maintenance fee if the value of those shares is less than $10,000. We will determine the amount of your total eligible investments twice per year, generally the last Friday in October and April. If the value of those investments is less than $10,000 at that time, we will redeem shares automatically in one of your accounts to pay the $12.50 fee. Please note that you may incur a tax liability as a result of the redemption. In determining your total eligible investment amount, we will include your investments in all PERSONAL ACCOUNTS (including American Century Brokerage accounts) registered under your Social Security number. We will not charge the fee as long as you choose to manage your accounts exclusively online. You may enroll for exclusive online account management on our Web site. To find out more about exclusive online account management, visit www.americancentury.com/info/demo. [GRAPHIC OF TRIANGLE] PERSONAL ACCOUNTS INCLUDE INDIVIDUAL ACCOUNTS, JOINT ACCOUNTS, UGMA/UTMA ACCOUNTS, PERSONAL TRUSTS, COVERDELL EDUCATION SAVINGS ACCOUNTS AND IRAS (INCLUDING TRADITIONAL, ROTH, ROLLOVER, SEP-, SARSEP- AND SIMPLE-IRAS), BUT NO OTHER RETIREMENT ACCOUNTS. IF YOU HAVE ONLY BUSINESS, BUSINESS RETIREMENT, EMPLOYER-SPONSORED OR AMERICAN CENTURY BROKERAGE ACCOUNTS, YOU ARE CURRENTLY NOT SUBJECT TO THIS FEE, BUT YOU MAY BE SUBJECT TO OTHER FEES. REDEMPTIONS Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next determined after we receive your transaction request in good order. [GRAPHIC OF TRIANGLE] A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S SHARES. However, we reserve the right to delay delivery of redemption proceeds up to seven days. For example, each time you make an investment with American Century, there is a seven-day holding period before we will release redemption proceeds from those shares, unless you provide us with satisfactory proof that your purchase funds have cleared. For funds with CheckWriting privileges, we will not honor checks written against shares subject to this seven-day holding period. Investments by wire generally require only a one-day holding period. If you change your address, we may require that any redemption request made within 15 days be submitted in writing and be signed by all authorized signers with their signatures guaranteed. If you change your bank information, we may impose a 15-day holding period before we will transfer or wire redemption proceeds to your bank. In addition, we reserve the right to honor certain redemptions with securities, rather than cash, as described in the next section. ------ 15 SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS If, during any 90-day period, you redeem fund shares worth more than $250,000 (or 1% of the value of the fund's assets if that amount is less than $250,000), we reserve the right to pay part or all of the redemption proceeds in excess of this amount in readily marketable securities instead of in cash. The fund managers would select these securities from the fund's portfolio. A payment in securities can help the fund's remaining shareholders avoid tax liabilities that they might otherwise have incurred had the fund sold securities prematurely to pay the entire redemption amount in cash. We will value these securities in the same manner as we do in computing the fund's net asset value. We may provide these securities in lieu of cash without prior notice. Also, if payment is made in securities, you may have to pay brokerage or other transaction costs to convert the securities to cash. If your redemption would exceed this limit and you would like to avoid being paid in securities, please provide us with an unconditional instruction to redeem at least 15 days prior to the date on which the redemption transaction is to occur. The instruction must specify the dollar amount or number of shares to be redeemed and the date of the transaction. This minimizes the effect of the redemption on the fund and its remaining investors. REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS If your account balance falls below the minimum initial investment amount for any reason other than as a result of market fluctuation, we will notify you and give you 90 days to meet the minimum. If you do not meet the deadline, American Century reserves the right to redeem the shares in the account and send the proceeds to your address of record. Please note that you may incur tax liability as a result of this redemption. SIGNATURE GUARANTEES A signature guarantee - which is different from a notarized signature - is a warranty that the signature presented is genuine. We may require a signature guarantee for the following transactions: * Your redemption or distribution check, Check-A-Month or automatic redemption is made payable to someone other than the account owners * Your redemption proceeds or distribution amount is sent by wire or EFT to a destination other than your personal bank account * You are transferring ownership of an account over $100,000 We reserve the right to require a signature guarantee for other transactions, at our discretion. MODIFYING OR CANCELING AN INVESTMENT Investment instructions are irrevocable. That means that once you have mailed or otherwise transmitted your investment instruction, you may not modify or cancel it. The fund reserves the right to suspend the offering of shares for a period of time and to reject any specific investment (including a purchase by exchange). Additionally, we may refuse a purchase if, in our judgment, it is of a size that would disrupt the management of the fund. ------ 16 ABUSIVE TRADING PRACTICES We discourage excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm fund performance. We take steps to reduce the frequency and effect of these activities in our funds. These steps include monitoring trading activity, imposing trading restrictions on certain accounts, imposing redemption fees on certain funds, and using fair value pricing when current market prices are not available. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur. American Century seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests. American Century uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by American Century in its sole discretion. To minimize harm to the funds and their shareholders, we reserve the right to reject any purchase order (including exchanges) from any shareholder we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the funds. In making this judgment, we may consider trading done in multiple accounts under common ownership or control. Currently, we may deem the sale of all or a substantial portion of a shareholder's purchase of fund shares to be abusive if the sale is made * within seven days of the purchase, or * within 30 days of the purchase, if it happens more than once per year. American Century reserves the right, in its sole discretion, to identify other trading practices as abusive. In addition, American Century reserves the right to accept purchases and exchanges in excess of the trading restrictions discussed above if it believes that such transactions would not be inconsistent with the best interests of fund shareholders or this policy. Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions American Century handles, there can be no assurance that American Century's efforts will identify all trades or trading practices that may be considered abusive. In addition, American Century's ability to monitor trades that are placed by the individual shareholders of omnibus accounts maintained by financial intermediaries is severely limited because American Century does not have access to the underlying shareholder account information. However, American Century monitors aggregate trades placed in omnibus accounts and seeks to work with financial intermediaries to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. There may be legal and technological limitations on the ability of financial intermediaries to impose restrictions on the trading practices of their clients. As a result, American Century's ability to monitor and discourage abusive trading practices in omnibus accounts may be limited. ------ 17 INVESTING THROUGH FINANCIAL INTERMEDIARIES If you do business with us through a financial intermediary or a retirement plan, your ability to purchase, exchange, redeem and transfer shares will be affected by the policies of that entity. Some policy differences may include * minimum investment requirements * exchange policies * fund choices * cutoff time for investments * trading restrictions Please contact your FINANCIAL INTERMEDIARY or plan sponsor for a complete description of its policies. Copies of the fund's annual report, semiannual report and Statement of Additional Information are available from your intermediary or plan sponsor. [GRAPHIC OF TRIANGLE] FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS, INSURANCE COMPANIES AND INVESTMENT ADVISORS. Certain financial intermediaries perform recordkeeping and administrative services for their clients that would otherwise be performed by American Century's transfer agent. In some circumstances, American Century will pay the service provider a fee for performing those services. Also, the advisor and the fund's distributor may make payments for various additional services or other expenses out of their past profits or other available sources. Such expenses may include distribution services, shareholder services or marketing, promotional or related expenses. The amount of any payments described in this paragraph is determined by the advisor or the distributor and is not paid by you. Although fund share transactions may be made directly with American Century at no charge, you also may purchase, redeem and exchange fund shares through financial intermediaries that charge a transaction-based or other fee for their services. Those charges are retained by the intermediary and are not shared with American Century or the fund. The fund has authorized certain financial intermediaries to accept orders on the fund's behalf. American Century has contracts with these intermediaries requiring them to track the time investment orders are received and to comply with procedures relating to the transmission of orders. Orders must be received by the intermediary on a fund's behalf before the time the net asset value is determined in order to receive that day's share price. If those orders are transmitted to American Century and paid for in accordance with the contract, they will be priced at the net asset value next determined after your request is received in the form required by the intermediary. RIGHT TO CHANGE POLICIES We reserve the right to change any stated investment requirement, including those that relate to purchases, exchanges and redemptions. We also may alter, add or discontinue any service or privilege. Changes may affect all investors or only those in certain classes or groups. ------ 18 SHARE PRICE AND DISTRIBUTIONS SHARE PRICE American Century determines the net asset value (NAV) of the fund as of the close of regular trading on the New York Stock Exchange (usually 4 p.m. Eastern time) on each day the Exchange is open. On days when the Exchange is closed (including certain U.S. holidays), we do not calculate the NAV. A fund share's NAV is the current value of the fund's assets, minus any liabilities, divided by the number of fund shares outstanding. If the advisor determines that the current market price of a security owned by a non-money market fund is not readily available, the advisor may determine its fair value in accordance with procedures adopted by the fund's board. Circumstances that may cause the advisor to determine the fair value of a security held by the fund include, but are not limited to: * for funds investing in foreign securities, an event occurs after the close of the foreign exchange on which a portfolio security principally trades, but before the close of the Exchange, that is likely to have changed the value of the security * a debt security has been declared in default * trading in a security has been halted during the trading day * the demand for the security (as reflected by its trading volume) is insufficient for quoted prices to be reliable If such circumstances occur, the advisor may determine the security's fair value if the fair value determination would materially impact the fund's net asset value. While fair value determinations involve judgments that are inherently subjective, these determinations are made in good faith in accordance with procedures adopted by a fund's board. Trading of securities in foreign markets may not take place on every day the Exchange is open. Also, trading in some foreign markets and on some electronic trading networks may take place on weekends or holidays when a fund's NAV is not calculated. So, the value of a fund's portfolio may be affected on days when you can't purchase or redeem shares of the fund. We will price your purchase, exchange or redemption at the NAV next determined after we receive your transaction request in GOOD ORDER. [GRAPHIC OF TRIANGLE] GOOD ORDER MEANS THAT YOUR INSTRUCTIONS HAVE BEEN RECEIVED IN THE FORM REQUIRED BY AMERICAN CENTURY. THIS MAY INCLUDE, FOR EXAMPLE, PROVIDING THE FUND NAME AND ACCOUNT NUMBER, THE AMOUNT OF THE TRANSACTION AND ALL REQUIRED SIGNATURES. ------ 19 DISTRIBUTIONS Federal tax laws require the fund to make distributions to its shareholders in order to qualify as a regulated investment company. Qualification as a regulated investment company means that the fund will not be subject to state or federal income tax on amounts distributed. The distributions generally consist of dividends and interest received by a fund, as well as CAPITAL GAINS realized by a fund on the sale of its investment securities. [GRAPHIC OF TRIANGLE] CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED. The fund pays distributions of substantially all its income quarterly. Distributions from realized capital gains are paid twice a year, usually in March and December. It may make more frequent distributions, if necessary, to comply with Internal Revenue Code provisions. Distributions may be taxable as ordinary income, capital gains or a combination of the two. Capital gains are taxed at different rates depending on the length of time the fund held the securities that were sold. You will participate in fund distributions when they are declared, starting the next business day after your purchase is effective. For example, if you purchase shares on a day that a distribution is declared, you will not receive that distribution. If you redeem shares, you will receive any distribution declared on the day you redeem. If you redeem all shares, we will include any distributions received with your redemption proceeds. Participants in tax-deferred retirement plans must reinvest all distributions. For investors investing through taxable accounts, we will reinvest distributions unless you elect to have dividends and/or capital gains sent to another American Century account, to your bank electronically, or to your home address or to another person or address by check. ------ 20 TAXES The tax consequences of owning shares of the fund will vary depending on whether you own them through a taxable or tax-deferred account. Tax consequences result from distributions by the fund of dividend and interest income it has received or capital gains it has generated through its investment activities. Tax consequences also may result when investors sell fund shares after the net asset value has increased or decreased. Tax-Deferred Accounts If you purchase fund shares through a tax-deferred account, such as an IRA or a qualified employer-sponsored retirement or savings plan, income and capital gains distributions usually will not be subject to current taxation but will accumulate in your account under the plan on a tax-deferred basis. Likewise, moving from one fund to another fund within a plan or tax-deferred account generally will not cause you to be taxed. For information about the tax consequences of making purchases or withdrawals through a tax-deferred account, please consult your plan administrator, your summary plan description or a tax advisor. Taxable Accounts If you own fund shares through a taxable account, you may be taxed on your investments if the fund makes distributions or if you sell your fund shares. Taxability of Distributions Fund distributions may consist of income such as dividends and interest earned by a fund from its investments, or capital gains generated by a fund from the sale of investment securities. Distributions of income are taxed as ordinary income, unless they are designated as QUALIFIED DIVIDEND INCOME and you meet a minimum required holding period with respect to your shares of the fund, in which case distributions of income are taxed as long-term capital gains. [GRAPHIC OF TRIANGLE] QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD. For capital gains and for income distributions designated as qualified dividend income, the following rates apply: TAX RATE FOR 10% TAX RATE FOR TYPE OF DISTRIBUTION AND 15% BRACKETS ALL OTHER BRACKETS -------------------------------------------------------------------------------- Short-term capital gains Ordinary Income Ordinary Income -------------------------------------------------------------------------------- Long-term capital gains ( 1 year) and Qualified Dividend Income 5% 15% -------------------------------------------------------------------------------- The tax status of any distributions of capital gains is determined by how long the fund held the underlying security that was sold, not by how long you have been invested in the fund, or whether you reinvest your distributions in additional shares or take them in cash. For taxable accounts, American Century or your financial intermediary will inform you of the tax status of fund distributions for each calendar year in an annual tax mailing (Form 1099-DIV). Distributions also may be subject to state and local taxes. Because everyone's tax situation is unique, you may want to consult your tax professional about federal, state and local tax consequences. ------ 21 Taxes on Transactions Your redemptions--including exchanges to other American Century funds--are subject to capital gains tax. The table above can provide a general guide for your potential tax liability when selling or exchanging fund shares. Short-term capital gains are gains on fund shares you held for 12 months or less. Long-term capital gains are gains on fund shares you held for more than 12 months. If your shares decrease in value, their sale or exchange will result in a long-term or short-term capital loss. However, you should note that loss realized upon the sale or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any distribution of long-term capital gain to you with respect to those shares. If a loss is realized on the redemption of fund shares, the reinvestment in additional fund shares within 30 days before or after the redemption may be subject to the wash sale rules of the Internal Revenue Code. This may result in a postponement of the recognition of such loss for federal income tax purposes. If you have not certified to us that your Social Security number or tax identification number is correct and that you are not subject to withholding, we are required to withhold and pay to the IRS the applicable federal withholding tax rate on taxable dividends, capital gains distributions and redemption proceeds. Buying a Dividend Purchasing fund shares in a taxable account shortly before a distribution is sometimes known as buying a dividend. In taxable accounts, you must pay income taxes on the distribution whether you reinvest the distribution or take it in cash. In addition, you will have to pay taxes on the distribution whether the value of your investment decreased, increased or remained the same after you bought the fund shares. The risk in buying a dividend is that the fund's portfolio may build up taxable gains throughout the period covered by a distribution, as securities are sold at a profit. The fund distributes those gains to you, after subtracting any losses, even if you did not own the shares when the gains occurred. If you buy a dividend, you incur the full tax liability of the distribution period, but you may not enjoy the full benefit of the gains realized in the fund's portfolio. ------ 22 MULTIPLE CLASS INFORMATION American Century offers two classes of shares of the fund: Investor Class and Advisor Class. The shares offered by this Prospectus are Investor Class shares and have no up-front or deferred charges, commissions, or 12b-1 fees. American Century offers the Advisor class of shares primarily through employer-sponsored retirement plans or through institutions like banks, broker-dealers and insurance companies. The Advisor Class has different fees, expenses and/or minimum investment requirements from the Investor Class. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. For additional information concerning the Advisor Class shares, call us at 1-800-378-9878. You also can contact a sales representative or financial intermediary who offers that class of shares. Except as described below, all classes of shares of the fund have identical voting, dividend, liquidation and other rights, preferences, terms and conditions. The only differences between the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting such class; and (d) each class may have different exchange privileges. ------ 23 FINANCIAL HIGHLIGHTS UNDERSTANDING THE FINANCIAL HIGHLIGHTS The table on the next page itemizes what contributed to the changes in share price during the most recently ended fiscal year. It also shows the changes in share price for this period in comparison to changes over the last five fiscal years. On a per-share basis, the table includes as appropriate * share price at the beginning of the period * investment income and capital gains or losses * distributions of income and capital gains paid to investors * share price at the end of the period The table also includes some key statistics for the period as appropriate * TOTAL RETURN - the overall percentage of return of the fund, assuming the reinvestment of all distributions * EXPENSE RATIO - the operating expenses of the fund as a percentage of average net assets * NET INCOME RATIO - the net investment income of the fund as a percentage of average net assets * PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio that is replaced during the period The Financial Highlights have been audited by PricewaterhouseCoopers LLP, independent accountants. Their Independent Accountants' Report and the financial statements are included in the fund's Annual Report, which is available upon request. ------ 24 INTERNATIONAL BOND FUND Investor Class For a Share Outstanding Throughout the Years Ended December 31 ------------------------------------------------------------------------------------------------------------ 2003 2002 2001 2000 1999 ------------------------------------------------------------------------------------------------------------ PER-SHARE DATA Net Asset Value, Beginning of Period $12.19 $10.08 $10.25 $10.55 $12.44 ------------------------------------------------------------------------------------------------------------ Income From Investment Operations ----------------------------------------------------- Net Investment Income(1) 0.37 0.36 0.39 0.38 0.36 ----------------------------------------------------- Net Realized and Unrealized Gain (Loss) 2.03 2.01 (0.56) (0.51) (1.62) ------------------------------------------------------------------------------------------------------------ Total From Investment Operations 2.40 2.37 (0.17) (0.13) (1.26) ------------------------------------------------------------------------------------------------------------ Distributions ----------------------------------------------------- From Net Investment Income (0.31) (0.26) -- (0.11) (0.43) ----------------------------------------------------- From Net Realized Gains (0.64) -- -- (0.06) (0.20) ------------------------------------------------------------------------------------------------------------ Total Distributions (0.95) (0.26) -- (0.17) (0.63) ------------------------------------------------------------------------------------------------------------ Net Asset Value, End of Period $13.64 $12.19 $10.08 $10.25 $10.55 ============================================================================================================ TOTAL RETURN(2) 19.91% 23.53% (1.66)% (1.20)% (10.36)% RATIOS/SUPPLEMENTAL DATA Ratio of Operating Expenses to Average Net Assets 0.84% 0.85% 0.86% 0.87% 0.85% ----------------------------------------------------- Ratio of Net Investment Income to Average Net Assets 2.80% 3.28% 3.87% 3.85% 3.27% ----------------------------------------------------- Portfolio Turnover Rate 112% 137% 147% 221% 239% ----------------------------------------------------- Net Assets, End of Period (in thousands) $622,657 $315,491 $115,172 $111,320 $112,968 ------------------------------------------------------------------------------------------------------------ (1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD. (2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL GAINS DISTRIBUTIONS, IF ANY. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER. ------ 25 [back cover] MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS Annual and Semiannual Reports Annual and semiannual reports contain more information about the fund's investments and the market conditions and investment strategies that significantly affected the fund's performance during the most recent fiscal period. Statement of Additional Information (SAI) The SAI contains a more detailed, legal description of the fund's operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this Prospectus. This means that it is legally part of this Prospectus, even if you don't request a copy. You may obtain a free copy of the SAI or annual and semiannual reports, and ask questions about the fund or your accounts, by contacting American Century at the address or telephone numbers listed below. You also can get information about the fund (including the SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information. IN PERSON SEC Public Reference Room Washington, D.C. Call 202-942-8090 for location and hours. ON THE INTERNET * EDGAR database at www.sec.gov * By email request at publicinfo@sec.gov BY MAIL SEC Public Reference Section Washington, D.C. 20549-0102 This Prospectus shall not constitute an offer to sell securities of a fund in any state, territory, or other jurisdiction where the fund's shares have not been registered or qualified for sale, unless such registration or qualification is not required, or under any circumstances in which such offer or solicitation would be unlawful. FUND REFERENCE FUND CODE TICKER NEWSPAPER LISTING -------------------------------------------------------------------------------- International Bond Investor Class 992 BEGBX IntlBnd -------------------------------------------------------------------------------- Investment Company Act File No. 811-6441 AMERICAN CENTURY INVESTMENTS P.O. Box 419200 Kansas City, Missouri 64141-6200 1-800-345-2021 or 816-531-5575 www.americancentury.com 0405 SH-PRS-37531



[front cover] Your American Century Investments prospectus ADVISOR CLASS International Bond Fund MAY 1, 2004 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME. American Century Investment Services, Inc. [american century investments logo and text logo] [american century investments logo and text logo] Dear Investor: American Century Investments is committed to helping people make the most of their financial opportunities. That's why we are focused on achieving superior results and building long-term relationships with investors. We believe our relationship with you begins with an easy to read prospectus that provides you with the information you need to feel confident about your investment decisions. Naturally, you may have questions about investing after you read through the Prospectus. Please contact your investment professional with questions or for more information about our funds. Sincerely, /s/Brian Jeter Brian Jeter Senior Vice President Third Party Sales and Services American Century Investment Services, Inc. American Century Investments P.O. Box 419786, Kansas City, MO 64141-6786 The American Century logo, American Century and American Century Investments are service marks of American Century Services Corporation. Table of Contents AN OVERVIEW OF THE FUND................................................. 2 FUND PERFORMANCE HISTORY................................................ 3 FEES AND EXPENSES....................................................... 5 OBJECTIVES, STRATEGIES AND RISKS........................................ 6 BASICS OF FIXED-INCOME INVESTING........................................ 8 MANAGEMENT.............................................................. 10 INVESTING WITH AMERICAN CENTURY......................................... 12 SHARE PRICE AND DISTRIBUTIONS........................................... 16 TAXES................................................................... 18 MULTIPLE CLASS INFORMATION.............................................. 20 FINANCIAL HIGHLIGHTS.................................................... 21 [GRAPHIC OF TRIANGLE] THIS SYMBOL IS USED THROUGHOUT THE BOOK TO HIGHLIGHT DEFINITIONS OF KEY INVESTMENT TERMS AND TO PROVIDE OTHER HELPFUL INFORMATION. AN OVERVIEW OF THE FUND WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The fund seeks high total return by investing in high-quality, nondollar-denominated government and corporate debt securities outside the United States.
WHAT ARE THE FUND'S PRIMARY INVESTMENT STRATEGIES AND PRINCIPAL RISKS? The fund invests most of its assets in high-quality bonds or DEBT SECURITIES issued by foreign corporations and governments. The advisor expects the fund's dollar-weighted average maturity to range from two to 10 years. [GRAPHIC OF TRIANGLE] DEBT SECURITIES INCLUDE FIXED-INCOME INVESTMENTS SUCH AS NOTES, BONDS, COMMERCIAL PAPER AND DEBENTURES. The fund's primary investment risks include * interest rate risk * currency risk * political and economic risk * foreign market and trading risk * principal loss risk * nondiversification risk [GRAPHIC OF TRIANGLE] A NONDIVERSIFIED FUND MAY INVEST A GREATER PERCENTAGE OF ITS ASSETS IN A SMALLER NUMBER OF SECURITIES THAN A DIVERSIFIED FUND. Additional important information about the fund's investment strategies and risks begins on page 6. WHO MAY WANT TO INVEST IN THE FUND? The fund may be a good investment if you are * seeking diversification of your portfolio through investment in nondollar-denominated foreign debt securities * seeking to protect your income against a decline in the purchasing power of the U.S. dollar relative to foreign currencies * comfortable with the fund's other investment risks WHO MAY NOT WANT TO INVEST IN THE FUND? The fund may not be a good investment if you are * seeking current income from your investment * uncomfortable with the risks associated with investing in foreign securities * uncomfortable with rapid fluctuations in the value of your investment * looking for the added security of FDIC insurance [GRAPHIC OF TRIANGLE] AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT, AND IT IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY OTHER GOVERNMENT AGENCY. ------ 2 FUND PERFORMANCE HISTORY Annual Total Returns The following bar chart shows the performance of the fund's Advisor Class shares for each full calendar year in the life of the class. It indicates the volatility of the fund's historical returns from year to year. INTERNATIONAL BOND FUND -- ADVISOR CLASS [bar chart data below] 2003 19.60% 2002 23.24% 2001 -1.96% 2000 -1.35% 1999 -10.61% The highest and lowest quarterly returns for the periods reflected in the bar chart are: HIGHEST LOWEST -------------------------------------------------------------------------------- International Bond 14.30% (2Q 2002) -5.86% (1Q 1999) -------------------------------------------------------------------------------- Average Annual Total Returns The following table shows the average annual total returns of the fund's Advisor Class shares calculated three different ways. Return Before Taxes shows the actual change in the value of fund shares over the time periods shown but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning fund shares. Return After Taxes on Distributions is a fund's actual performance, adjusted by the effect of taxes on distributions made by the fund during the period shown. Return After Taxes on Distributions and Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the historical highest federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. ------ 3 The benchmarks are unmanaged indices that have no operating costs and are included in the table for performance comparison. ADVISOR CLASS FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2003 1 YEAR 5 YEARS LIFE OF CLASS(1) ------------------------------------------------------------------------------------------------------ International Bond Return Before Taxes 19.60% 4.97% 5.22% Return After Taxes on Distributions 17.00% 3.83% 3.94% Return After Taxes on Distributions and Sale of Fund Shares 12.80% 3.56% 3.69% Fund Benchmark(2) 21.97% 6.37% 7.62%(3) (reflects no deduction for fees, expenses or taxes) J.P. Morgan Global Traded Government Bond Index 14.53% 5.66% 7.11%(3) (reflects no deduction for fees, expenses or taxes) ------------------------------------------------------------------------------------------------------ (1) THE INCEPTION DATE FOR THE ADVISOR CLASS OF THE FUND IS OCTOBER 27, 1998. (2) THE FUND BENCHMARK IS THE J.P. MORGAN GLOBAL TRADED GOVERNMENT BOND INDEX (EXCLUDING THE U.S. AND WITH JAPAN WEIGHTED AT 15%). (3) FROM OCTOBER 31, 1998, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR WHICH DATA IS AVAILABLE. Performance information is designed to help you see how fund returns can vary. Keep in mind that past performance (before and after taxes) does not predict how the fund will perform in the future. For current performance information, including yields, please call us at 1-800-345-3533 or visit us at www.americancentury.com. ------ 4 FEES AND EXPENSES There are no sales loads, fees or other charges * to buy fund shares directly from American Century * to reinvest dividends in additional shares * to exchange into the Advisor Class shares of other American Century funds * to redeem your shares other than a $10 fee to redeem by wire The following table describes the fees and expenses you may pay if you buy and hold shares of the fund. ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) MANAGEMENT DISTRIBUTION AND OTHER TOTAL ANNUAL FUND FEE(1) SERVICE (12B-1) FEES(2)(3) EXPENSES(4) OPERATING EXPENSES ------------------------------------------------------------------------------------------------ International Bond Advisor Class 0.58% 0.50% 0.01% 1.09% ------------------------------------------------------------------------------------------------ (1) BASED ON ASSETS OF ALL CLASSES OF THE FUND DURING THE FUND'S MOST RECENT FISCAL YEAR. THE FUND HAS A STEPPED-FEE SCHEDULE. AS A RESULT, THE FUND'S MANAGEMENT FEE RATE GENERALLY DECREASES AS FUND ASSETS INCREASE AND INCREASES AS FUND ASSETS DECREASE. (2) THE 12B-1 FEE IS DESIGNED TO PERMIT INVESTORS TO PURCHASE ADVISOR CLASS SHARES THROUGH BROKER-DEALERS, BANKS, INSURANCE COMPANIES AND OTHER FINANCIAL INTERMEDIARIES. A PORTION OF THE FEE IS USED TO COMPENSATE THEM FOR ONGOING RECORDKEEPING AND ADMINISTRATIVE SERVICES THAT WOULD OTHERWISE BE PERFORMED BY AN AFFILIATE OF THE ADVISOR, AND A PORTION IS USED TO COMPENSATE THEM FOR DISTRIBUTION AND OTHER SHAREHOLDER SERVICES. FOR MORE INFORMATION, SEE SERVICE, DISTRIBUTION AND ADMINISTRATIVE FEES, PAGE 20. (3) HALF OF THE ADVISOR CLASS 12B-1 FEE (0.25%) IS FOR SHAREHOLDER SERVICES PROVIDED BY FINANCIAL INTERMEDIARIES, WHICH WOULD OTHERWISE BE PAID BY THE ADVISOR OUT OF THE UNIFIED MANAGEMENT FEE. THE ADVISOR HAS REDUCED ITS UNIFIED MANAGEMENT FEE FOR ADVISOR CLASS SHARES, BUT THE FEE FOR CORE INVESTMENT ADVISORY SERVICES IS THE SAME FOR ALL CLASSES. (4) OTHER EXPENSES INCLUDE THE FEES AND EXPENSES OF THE FUND'S INDEPENDENT TRUSTEES AND THEIR LEGAL COUNSEL, AS WELL AS INTEREST. EXAMPLE The examples in the table below are intended to help you compare the costs of investing in the fund with the costs of investing in other mutual funds. Of course, your actual costs may be higher or lower. Assuming you . . . * invest $10,000 in the fund * redeem all of your shares at the end of the periods shown below * earn a 5% return each year * incur the same operating expenses as shown above . . . your cost of investing in the fund would be: 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------------------------------------------------------------------------------- International Bond Advisor Class $111 $345 $599 $1,322 ------------------------------------------------------------------------------- ------ 5 OBJECTIVES, STRATEGIES AND RISKS WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The fund seeks high total return by investing in high-quality, nondollar-denominated government and corporate debt securities outside the United States. HOW DOES THE FUND PURSUE ITS INVESTMENT OBJECTIVE? The fund invests all of its assets in HIGH-QUALITY DEBT SECURITIES, substantially all of which are nondollar-denominated foreign government and foreign corporate debt securities. [GRAPHIC OF TRIANGLE] A HIGH-QUALITY DEBT SECURITY IS ONE THAT HAS BEEN RATED BY AN INDEPENDENT RATING AGENCY IN ITS TOP TWO CREDIT QUALITY CATEGORIES OR DETERMINED BY THE ADVISOR TO BE OF COMPARABLE CREDIT QUALITY. THE DETAILS OF THE FUND'S CREDIT QUALITY STANDARDS ARE DESCRIBED IN THE STATEMENT OF ADDITIONAL INFORMATION. [GRAPHIC OF TRIANGLE] DEBT SECURITIES INCLUDE FIXED-INCOME INVESTMENTS SUCH AS NOTES, BONDS, COMMERCIAL PAPER AND DEBENTURES. The fund managers select the fund's investments by using a combination of fundamental research and bond and currency valuation models. * ECONOMIC/POLITICAL FUNDAMENTALS. The fund managers evaluate each country's economic climate and political discipline for controlling deficits and inflation. * EXPECTED RETURN. Using economic forecasts, the fund managers project the expected return for each country. * RELATIVE VALUE. By contrasting expected risks and returns for investments in each country, the fund managers select those countries expected to produce the best return at reasonable risk. Generally, the fund will purchase only bonds denominated in foreign currencies. Because the fund is designed for U.S. investors seeking currency and interest rate diversification, the fund limits its use of hedging strategies that may minimize the effect of currency fluctuations. The fund may hedge up to 25% of its total assets into U.S. dollars when the fund managers consider the dollar to be attractive relative to foreign currencies. The weighted average maturity of the fund is expected to be between two and 10 years. ------ 6 WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND? When interest rates change, the fund's share value will be affected. Generally, when interest rates rise, the fund's share value will decline. The opposite is true when interest rates decline. The interest rate risk for International Bond is higher than for funds that have shorter weighted average maturities, such as short-term and limited-term funds. At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the fund. The fund is classified as nondiversified. This means that the fund's managers may choose to invest in a relatively small number of securities. If so, a price change in any one of these securities may have a greater impact on the fund's share price than would be the case if the fund were diversified. Investing in foreign securities has certain unique risks that make it generally riskier than investing in U.S. securities. These risks are summarized below. * CURRENCY RISK. In addition to changes in the value of the fund's investments, changes in the value of foreign currencies against the U.S. dollar also could result in gains or losses to the fund. The value of a share of the fund is determined in U.S. dollars. The fund's investments, however, generally are held in the foreign currency of the country where investments are made. As a result, the fund could recognize a gain or loss based solely upon a change in the exchange rate between the foreign currency and the U.S. dollar. * POLITICAL AND ECONOMIC RISK. The fund invests in foreign debt securities, which are generally riskier than U.S. debt securities. As a result the fund is subject to foreign political and economic risk not associated with U.S. investments, meaning that political events (civil unrest, national elections, changes in political conditions and foreign relations, imposition of exchange controls and repatriation restrictions), social and economic events (labor strikes, rising inflation) and natural disasters occurring in a country where the fund invests could cause the fund's investments in that country to experience gains or losses. The fund also could be unable to enforce its ownership rights or pursue legal remedies in countries where it invests. * FOREIGN MARKET AND TRADING RISK. The trading markets for many foreign securities are not as active as U.S. markets and may have less governmental regulation and oversight. Foreign markets also may have clearance and settlement procedures that make it difficult for the fund to buy and sell securities. These factors could result in a loss to the fund by causing the fund to be unable to dispose of an investment or to miss an attractive investment opportunity, or by causing fund assets to be uninvested for some period of time. * AVAILABILITY OF INFORMATION. Generally, foreign companies are not subject to the regulatory controls or uniform accounting, auditing and financial reporting standards imposed on U.S. issuers. As a result, there may be less publicly available information about foreign issuers than is available regarding U.S. issuers. ------ 7 BASICS OF FIXED-INCOME INVESTING DEBT SECURITIES When a fund buys a debt security, also called a fixed-income security, it is essentially lending money to the security's issuer. Notes, bonds, commercial paper and debentures are examples of debt securities. After the debt security is first sold by the issuer, it may be bought and sold by other investors. The price of the debt security may rise or fall based on many factors, including changes in interest rates, liquidity and credit quality. The fund managers decide which debt securities to buy and sell by * determining which debt securities help a fund meet its maturity requirements * identifying debt securities that satisfy a fund's credit quality standards * evaluating the current economic conditions and assessing the risk of inflation * evaluating special features of the debt securities that may make them more or less attractive WEIGHTED AVERAGE MATURITY Like most loans, debt securities eventually must be repaid or refinanced at some date. This date is called the maturity date. The number of days left to a debt security's maturity date is called the remaining maturity. The longer a debt security's remaining maturity, generally the more sensitive its price is to changes in interest rates. Because a bond fund will own many debt securities, the fund managers calculate the average of the remaining maturities of all the debt securities the fund owns to evaluate the interest rate sensitivity of the entire portfolio. This average is weighted according to the size of the fund's individual holdings and is called the WEIGHTED AVERAGE MATURITY. The following chart shows how fund managers would calculate the weighted average maturity for a fund that owned only two debt securities. [GRAPHIC OF TRIANGLE] WEIGHTED AVERAGE MATURITY IS A TOOL THE FUND MANAGERS USE TO APPROXIMATE THE REMAINING TERM TO MATURITY OF A FUND'S INVESTMENT PORTFOLIO. AMOUNT OF PERCENT OF REMAINING WEIGHTED SECURITY OWNED PORTFOLIO MATURITY MATURITY -------------------------------------------------------------------------------- Debt Security A $100,000 25% 4 years 1 year -------------------------------------------------------------------------------- Debt Security B $300,000 75% 12 years 9 years -------------------------------------------------------------------------------- Weighted Average Maturity 10 years -------------------------------------------------------------------------------- ------ 8 TYPES OF RISK The basic types of risk the fund faces are described below. Interest Rate Risk Generally, interest rates and the prices of debt securities move in opposite directions. When interest rates fall, the prices of most debt securities rise; when interest rates rise, prices fall. Because the fund invests primarily in debt securities, changes in interest rates will affect the fund's performance. This sensitivity to interest rate changes is called interest rate risk. The degree to which interest rate changes affect a fund's performance varies and is related to the weighted average maturity of a particular fund. For example, when interest rates rise, you can expect the share value of a long-term bond fund to fall more than that of a short-term bond fund. When rates fall, the opposite is true. The following table shows the likely effect of a 1% (100 basis points) increase in interest rates on the price of 7% coupon bonds of differing maturities: REMAINING MATURITY CURRENT PRICE PRICE AFTER 1% INCREASE CHANGE IN PRICE -------------------------------------------------------------------------------- 1 year $100.00 $99.06 -0.94% -------------------------------------------------------------------------------- 3 years $100.00 $97.38 -2.62% -------------------------------------------------------------------------------- 10 years $100.00 $93.20 -6.80% -------------------------------------------------------------------------------- 30 years $100.00 $88.69 -11.31% -------------------------------------------------------------------------------- Credit Risk Credit risk is the risk that an obligation won't be paid and a loss will result. A high credit rating indicates a high degree of confidence by the rating organization that the issuer will be able to withstand adverse business, financial or economic conditions and make interest and principal payments on time. Generally, a lower credit rating indicates a greater risk of non-payment. A lower rating also may indicate that the issuer has a more senior series of debt securities, which means that if the issuer has difficulties making its payments, the more senior series of debt is first in line for payment. The fund managers do not invest solely on the basis of a debt security's credit rating; they also consider other factors, including potential returns. Higher credit ratings usually mean lower interest rate payments, so investors often purchase debt securities that aren't the highest rated to increase return. If a fund purchases lower-rated debt securities, it assumes additional credit risk. Credit quality may be lower when the issuer has a high debt level, a short operating history, a difficult, competitive environment or a less stable cash flow. Liquidity Risk Debt securities can become difficult to sell, or less liquid, for a variety of reasons, such as lack of an active trading market. The chance that a fund will have difficulty selling its debt securities is called liquidity risk. ------ 9 MANAGEMENT WHO MANAGES THE FUND? The Board of Trustees, investment advisor and fund management team play key roles in the management of the fund. THE BOARD OF TRUSTEES The Board of Trustees oversees the management of the fund and meets at least quarterly to review reports about fund operations. Although the Board of Trustees does not manage the fund, it has hired an investment advisor to do so. More than three-fourths of the trustees are independent of the fund's advisor; that is, they are not employed by and have no financial interest in the advisor. THE INVESTMENT ADVISOR The fund's investment advisor is American Century Investment Management, Inc. The advisor has been managing mutual funds since 1958 and is headquartered at 4500 Main Street, Kansas City, Missouri 64111. The advisor is responsible for managing the investment portfolios of the fund and directing the purchase and sale of its investment securities. The advisor also arranges for transfer agency, custody and all other services necessary for the fund to operate. For the services it provided to the fund during the most recent fiscal year, the advisor received a unified management fee of 0.58% of the average net assets of the Advisor Class shares of the fund. The amount of the management fee for the fund is determined monthly on a class-by-class basis using a two-step formula that takes into account the fund's strategy (money market, bond or equity) and the total amount of mutual fund assets the advisor manages. The management fee is paid monthly in arrears. The Statement of Additional Information contains detailed information about the calculation of the management fee. Out of that fee, the advisor paid all expenses of managing and operating the fund except brokerage expenses, taxes, interest, fees and expenses of the independent trustees (including legal counsel fees), and extraordinary expenses. A portion of the fund's management fee may be paid by the fund's advisor to unaffiliated third parties who provide recordkeeping and administrative services that would otherwise be performed by an affiliate of the advisor. ------ 10 THE FUND MANAGEMENT TEAM The advisor uses a team of portfolio managers, assistant portfolio managers and analysts to manage the fund. The team meets regularly to review portfolio holdings and discuss purchase and sale activity. Team members buy and sell securities for the fund as they see fit, guided by the fund's investment objective and strategy. The advisor and the Board of Trustees have hired and supervise J.P. Morgan Investment Management, Inc. (JPMIM), a subadvisor, to make investment decisions for the fund. The portfolio managers on the investment team are identified below: JULIAN LE BERON Mr. Le Beron, Portfolio Manager in the International Fixed-Income Group, has been a member of the team that manages International Bond since October 2002. He joined J.P. Morgan in 1997 and worked as an assistant portfolio manager. He previously worked as a portfolio risk analyst in the Fleming Asset Management Fixed Income department. He has a bachelor of science degree in management from the London School of Economics. He is a CFA charterholder. The American Century Investment Management, Inc. representative on the fund is identified as follows: G. DAVID MACEWEN Mr. MacEwen, Chief Investment Officer - Fixed Income and Senior Vice President, supervises the American Century Municipal Bond, Taxable Bond and Money Market teams. He joined American Century in May 1991 as a Municipal Portfolio Manager. He has a bachelor's degree in economics from Boston University and an MBA in finance from the University of Delaware. Code of Ethics American Century has a Code of Ethics designed to ensure that the interests of fund shareholders come before the interests of the people who manage the fund. Among other provisions, the Code of Ethics prohibits portfolio managers and other investment personnel from buying securities in an initial public offering or profiting from the purchase and sale of the same security within 60 calendar days. It also contains limits on short-term transactions in American Century-managed funds. In addition, the Code of Ethics requires portfolio managers and other employees with access to information about the purchase or sale of securities by the fund to obtain approval before executing permitted personal trades. FUNDAMENTAL INVESTMENT POLICIES Fundamental investment policies contained in the Statement of Additional Information and the investment objective of the fund may not be changed without shareholder approval. The Board of Trustees may change any other policies and investment strategies. ------ 11 INVESTING WITH AMERICAN CENTURY ELIGIBILITY FOR ADVISOR CLASS SHARES The Advisor Class shares are intended for purchase by participants in employer-sponsored retirement or savings plans and for persons purchasing shares through broker-dealers, banks, insurance companies and other financial intermediaries that provide various administrative and distribution services. MINIMUM INITIAL INVESTMENT AMOUNTS To open an account, the minimum initial investment amounts are $2,000 for a Coverdell Education Savings Account (CESA), and $2,500 for all other accounts. INVESTING THROUGH FINANCIAL INTERMEDIARIES If you do business with us through a financial intermediary or a retirement plan, your ability to purchase, exchange, redeem and transfer shares will be affected by the policies of that entity. Some policy differences may include * minimum investment requirements * exchange policies * fund choices * cutoff time for investments * trading restrictions Please contact your FINANCIAL INTERMEDIARY or plan sponsor for a complete description of its policies. Copies of the fund's annual report, semiannual report and Statement of Additional Information are available from your intermediary or plan sponsor. [GRAPHIC OF TRIANGLE] FINANCIAL INTERMEDIARIES INCLUDE BANKS, BROKER-DEALERS, INSURANCE COMPANIES AND INVESTMENT ADVISORS. Although fund share transactions may be made directly with American Century at no charge, you also may purchase, redeem and exchange fund shares through financial intermediaries that charge a transaction-based or other fee for their services. Those charges are retained by the intermediary and are not shared with American Century or the fund. The fund has authorized certain financial intermediaries to accept orders on the fund's behalf. American Century has contracts with these intermediaries requiring them to track the time investment orders are received and to comply with procedures relating to the transmission of orders. Orders must be received by the intermediary on a fund's behalf before the time the net asset value is determined in order to receive that day's share price. If those orders are transmitted to American Century and paid for in accordance with the contract, they will be priced at the net asset value next determined after your request is received in the form required by the intermediary. ------ 12 MODIFYING OR CANCELING AN INVESTMENT Investment instructions are irrevocable. That means that once you have mailed or otherwise transmitted your investment instruction, you may not modify or cancel it. The fund reserves the right to suspend the offering of shares for a period of time, and to reject any specific investment (including a purchase by exchange). Additionally, we may refuse a purchase if, in our judgment, it is of a size that would disrupt the management of the fund. ABUSIVE TRADING PRACTICES We discourage excessive, short-term trading and other abusive trading practices that may disrupt portfolio management strategies and harm fund performance. We take steps to reduce the frequency and effect of these activities in our funds. These steps include monitoring trading activity, imposing trading restrictions on certain accounts, imposing redemption fees on certain funds, and using fair value pricing when current market prices are not available. Although these efforts are designed to discourage abusive trading practices, these tools cannot eliminate the possibility that such activity will occur. American Century seeks to exercise its judgment in implementing these tools to the best of its abilities in a manner that it believes is consistent with shareholder interests. American Century uses a variety of techniques to monitor for and detect abusive trading practices. These techniques may change from time to time as determined by American Century in its sole discretion. To minimize harm to the funds and their shareholders, we reserve the right to reject any purchase order (including exchanges) from any shareholder we believe has a history of abusive trading or whose trading, in our judgment, has been or may be disruptive to the funds. In making this judgment, we may consider trading done in multiple accounts under common ownership or control. Currently, we may deem the sale of all or a substantial portion of a shareholder's purchase of fund shares to be abusive if the sale is made * within seven days of the purchase, or * within 30 days of the purchase, if it happens more than once per year. American Century reserves the right, in its sole discretion, to identify other trading practices as abusive. In addition, American Century reserves the right to accept purchases and exchanges in excess of the trading restrictions discussed above if it believes that such transactions would not be inconsistent with the best interests of fund shareholders or this policy. Due to the complexity and subjectivity involved in identifying abusive trading activity and the volume of shareholder transactions American Century handles, there can be no assurance that American Century's efforts will identify all trades or trading practices that may be considered abusive. In addition, American Century's ability to monitor trades that are placed by the individual shareholders of omnibus accounts maintained by financial intermediaries is severely limited because American Century does not have access to the underlying shareholder account information. However, American Century monitors aggregate trades placed in omnibus accounts and seeks to work with financial intermediaries to discourage shareholders from engaging in abusive trading practices and to impose restrictions on excessive trades. There may be legal and technological limitations on the ability of financial intermediaries to impose restrictions on the trading practices of their clients. As a result, American Century's ability to monitor and discourage abusive trading practices in omnibus accounts may be limited. ------ 13 YOUR RESPONSIBILITY FOR UNAUTHORIZED TRANSACTIONS American Century and its affiliated companies use procedures reasonably designed to confirm that telephone, electronic and other instructions are genuine. These procedures include recording telephone calls, requesting personalized security codes or other information, and sending confirmation of transactions. If we follow these procedures, we are not responsible for any losses that may occur due to unauthorized instructions. For transactions conducted over the Internet, we recommend the use of a secure Internet browser. In addition, you should verify the accuracy of your confirmation statements immediately after you receive them. REDEMPTIONS Your redemption proceeds will be calculated using the NET ASSET VALUE (NAV) next determined after we receive your transaction request in good order. [GRAPHIC OF TRIANGLE] A FUND'S NET ASSET VALUE, OR NAV, IS THE PRICE OF THE FUND'S SHARES. However, we reserve the right to delay delivery of redemption proceeds up to seven days. For example, each time you make an investment with American Century, there is a seven-day holding period before we will release redemption proceeds from those shares, unless you provide us with satisfactory proof that your purchase funds have cleared. For funds with CheckWriting privileges, we will not honor checks written against shares subject to this seven-day holding period. Investments by wire generally require only a one-day holding period. If you change your address, we may require that any redemption request made within 15 days be submitted in writing and be signed by all authorized signers with their signatures guaranteed. If you change your bank information, we may impose a 15-day holding period before we will transfer or wire redemption proceeds to your bank. In addition, we reserve the right to honor certain redemptions with securities, rather than cash, as described in the next section. SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS If, during any 90-day period, you redeem fund shares worth more than $250,000 (or 1% of the value of the fund's assets if that amount is less than $250,000), we reserve the right to pay part or all of the redemption proceeds in excess of this amount in readily marketable securities instead of in cash. The fund managers would select these securities from the fund's portfolio. A payment in securities can help the fund's remaining shareholders avoid tax liabilities that they might otherwise have incurred had the fund sold securities prematurely to pay the entire redemption amount in cash. We will value these securities in the same manner as we do in computing the fund's net asset value. We may provide these securities in lieu of cash without prior notice. Also, if payment is made in securities, you may have to pay brokerage or other transaction costs to convert the securities to cash. If your redemption would exceed this limit and you would like to avoid being paid in securities, please provide us with an unconditional instruction to redeem at least 15 days prior to the date on which the redemption transaction is to occur. The instruction must specify the dollar amount or number of shares to be redeemed and the date of the transaction. This minimizes the effect of the redemption on the fund and its remaining investors. ------ 14 REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS If your account balance falls below the minimum initial investment amount for any reason other than as a result of market fluctuation, we will notify you and give you 90 days to meet the minimum. If you do not meet the deadline, American Century reserves the right to redeem the shares in the account and send the proceeds to your address of record. Please note that you may incur tax liability as a result of this redemption. SIGNATURE GUARANTEES A signature guarantee - which is different from a notarized signature - is a warranty that the signature presented is genuine. We may require a signature guarantee for the following transactions: * Your redemption or distribution check, Check-A-Month or automatic redemption is made payable to someone other than the account owners * Your redemption proceeds or distribution amount is sent by wire or EFT to a destination other than your personal bank account * You are transferring ownership of an account over $100,000 We reserve the right to require a signature guarantee for other transactions, at our discretion. RIGHT TO CHANGE POLICIES We reserve the right to change any stated investment requirement, including those that relate to purchases, exchanges and redemptions. We also may alter, add or discontinue any service or privilege. Changes may affect all investors or only those in certain classes or groups. ------ 15 SHARE PRICE AND DISTRIBUTIONS SHARE PRICE American Century determines the net asset value (NAV) of the fund as of the close of regular trading on the New York Stock Exchange (usually 4 p.m. Eastern time) on each day the Exchange is open. On days when the Exchange is closed (including certain U.S. holidays), we do not calculate the NAV. A fund share's NAV is the current value of the fund's assets, minus any liabilities, divided by the number of fund shares outstanding. If the advisor determines that the current market price of a security owned by a non-money market fund is not readily available, the advisor may determine its fair value in accordance with procedures adopted by the fund's board. Circumstances that may cause the advisor to determine the fair value of a security held by the fund include, but are not limited to: * for funds investing in foreign securities, an event occurs after the close of the foreign exchange on which a portfolio security principally trades, but before the close of the Exchange, that is likely to have changed the value of the security * a debt security has been declared in default * trading in a security has been halted during the trading day * the demand for the security (as reflected by its trading volume) is insufficient for quoted prices to be reliable If such circumstances occur, the advisor may determine the security's fair value if the fair value determination would materially impact the fund's net asset value. While fair value determinations involve judgments that are inherently subjective, these determinations are made in good faith in accordance with procedures adopted by a fund's board. Trading of securities in foreign markets may not take place on every day the Exchange is open. Also, trading in some foreign markets and on some electronic trading networks may take place on weekends or holidays when a fund's NAV is not calculated. So, the value of a fund's portfolio may be affected on days when you can't purchase or redeem shares of the fund. We will price your purchase, exchange or redemption at the NAV next determined after we receive your transaction request in GOOD ORDER. [GRAPHIC OF TRIANGLE] GOOD ORDER MEANS THAT YOUR INSTRUCTIONS HAVE BEEN RECEIVED IN THE FORM REQUIRED BY AMERICAN CENTURY. THIS MAY INCLUDE, FOR EXAMPLE, PROVIDING THE FUND NAME AND ACCOUNT NUMBER, THE AMOUNT OF THE TRANSACTION AND ALL REQUIRED SIGNATURES. ------ 16 DISTRIBUTIONS Federal tax laws require the fund to make distributions to its shareholders in order to qualify as a regulated investment company. Qualification as a regulated investment company means that the fund will not be subject to state or federal income tax on amounts distributed. The distributions generally consist of dividends and interest received by a fund, as well as CAPITAL GAINS realized by a fund on the sale of its investment securities. [GRAPHIC OF TRIANGLE] CAPITAL GAINS ARE INCREASES IN THE VALUES OF CAPITAL ASSETS, SUCH AS STOCK, FROM THE TIME THE ASSETS ARE PURCHASED. The fund pays distributions of substantially all its income quarterly. Distributions from realized capital gains are paid twice a year, usually in March and December. It may make more frequent distributions, if necessary, to comply with Internal Revenue Code provisions. Distributions may be taxable as ordinary income, capital gains or a combination of the two. Capital gains are taxed at different rates depending on the length of time the fund held the securities that were sold. You will participate in fund distributions when they are declared, starting the next business day after your purchase is effective. For example, if you purchase shares on a day that a distribution is declared, you will not receive that distribution. If you redeem shares, you will receive any distribution declared on the day you redeem. If you redeem all shares, we will include any distributions received with your redemption proceeds. Participants in tax-deferred retirement plans must reinvest all distributions. For investors investing through taxable accounts, we will reinvest distributions unless you elect to have dividends and/or capital gains sent to another American Century account, to your bank electronically, or to your home address or to another person or address by check. ------ 17 TAXES The tax consequences of owning shares of the fund will vary depending on whether you own them through a taxable or tax-deferred account. Tax consequences result from distributions by the fund of dividend and interest income it has received or capital gains it has generated through its investment activities. Tax consequences also may result when investors sell fund shares after the net asset value has increased or decreased. Tax-Deferred Accounts If you purchase fund shares through a tax-deferred account, such as an IRA or a qualified employer-sponsored retirement or savings plan, income and capital gains distributions usually will not be subject to current taxation but will accumulate in your account under the plan on a tax-deferred basis. Likewise, moving from one fund to another fund within a plan or tax-deferred account generally will not cause you to be taxed. For information about the tax consequences of making purchases or withdrawals through a tax-deferred account, please consult your plan administrator, your summary plan description or a tax advisor. Taxable Accounts If you own fund shares through a taxable account, you may be taxed on your investments if the fund makes distributions or if you sell your fund shares. Taxability of Distributions Fund distributions may consist of income such as dividends and interest earned by a fund from its investments, or capital gains generated by a fund from the sale of investment securities. Distributions of income are taxed as ordinary income, unless they are designated as QUALIFIED DIVIDEND INCOME and you meet a minimum required holding period with respect to your shares of the fund, in which case distributions of income are taxed as long-term capital gains. [GRAPHIC OF TRIANGLE] QUALIFIED DIVIDEND INCOME IS A DIVIDEND RECEIVED BY A FUND FROM THE STOCK OF A DOMESTIC OR QUALIFYING FOREIGN CORPORATION, PROVIDED THAT THE FUND HAS HELD THE STOCK FOR A REQUIRED HOLDING PERIOD. For capital gains and for income distributions designated as qualified dividend income, the following rates apply: TAX RATE FOR 10% TAX RATE FOR TYPE OF DISTRIBUTION AND 15% BRACKETS ALL OTHER BRACKET -------------------------------------------------------------------------------- Short-term capital gains Ordinary Income Ordinary Income -------------------------------------------------------------------------------- Long-term capital gains ( 1 year) and Qualified Dividend Income 5% 15% -------------------------------------------------------------------------------- The tax status of any distributions of capital gains is determined by how long the fund held the underlying security that was sold, not by how long you have been invested in the fund, or whether you reinvest your distributions in additional shares or take them in cash. For taxable accounts, American Century or your financial intermediary will inform you of the tax status of fund distributions for each calendar year in an annual tax mailing (Form 1099-DIV). Distributions also may be subject to state and local taxes. Because everyone's tax situation is unique, you may want to consult your tax professional about federal, state and local tax consequences. ------ 18 Taxes on Transactions Your redemptions--including exchanges to other American Century funds--are subject to capital gains tax. The table above can provide a general guide for your potential tax liability when selling or exchanging fund shares. Short-term capital gains are gains on fund shares you held for 12 months or less. Long-term capital gains are gains on fund shares you held for more than 12 months. If your shares decrease in value, their sale or exchange will result in a long-term or short-term capital loss. However, you should note that loss realized upon the sale or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any distribution of long-term capital gain to you with respect to those shares. If a loss is realized on the redemption of fund shares, the reinvestment in additional fund shares within 30 days before or after the redemption may be subject to the wash sale rules of the Internal Revenue Code. This may result in a postponement of the recognition of such loss for federal income tax purposes. If you have not certified to us that your Social Security number or tax identification number is correct and that you are not subject to withholding, we are required to withhold and pay to the IRS the applicable federal withholding tax rate on taxable dividends, capital gains distributions and redemption proceeds. Buying a Dividend Purchasing fund shares in a taxable account shortly before a distribution is sometimes known as buying a dividend. In taxable accounts, you must pay income taxes on the distribution whether you reinvest the distribution or take it in cash. In addition, you will have to pay taxes on the distribution whether the value of your investment decreased, increased or remained the same after you bought the fund shares. The risk in buying a dividend is that the fund's portfolio may build up taxable gains throughout the period covered by a distribution, as securities are sold at a profit. The fund distributes those gains to you, after subtracting any losses, even if you did not own the shares when the gains occurred. If you buy a dividend, you incur the full tax liability of the distribution period, but you may not enjoy the full benefit of the gains realized in the fund's portfolio. ------ 19 MULTIPLE CLASS INFORMATION American Century offers two classes of shares of the fund: Investor Class and Advisor Class. The shares offered by this Prospectus are Advisor Class shares and are offered primarily through employer-sponsored retirement plans or through institutions like banks, broker-dealers and insurance companies. The Investor Class of shares has no up-front or deferred charges, commissions, or 12b-1 fees. It also has different fees, expenses and/or minimum investment requirements from the Advisor Class. The difference in the fee structures between the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by the advisor for core investment advisory services. Accordingly, the core investment advisory expenses do not vary by class. Different fees and expenses will affect performance. For additional information concerning the Investor Class shares, call us at 1-800-345-2021. You also can contact a sales representative or financial intermediary who offers that class of shares. Except as described below, all classes of shares of the fund have identical voting, dividend, liquidation and other rights, preferences, terms and conditions. The only differences between the classes are (a) each class may be subject to different expenses specific to that class; (b) each class has a different identifying designation or name; (c) each class has exclusive voting rights with respect to matters solely affecting such class; and (d) each class may have different exchange privileges. Service, Distribution and Administrative Fees Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan to pay certain expenses associated with the distribution of their shares out of fund assets. The fund's Advisor Class shares have a 12b-1 Plan. Under the Plan, the fund's Advisor Class pays an annual fee of 0.50% of Advisor Class average net assets, half for certain ongoing shareholder and administrative services and half for past distribution services. The distributor pays all or a portion of such fees to the investment advisors, banks, broker-dealers and insurance companies that make Advisor Class shares available. Because these fees are used to pay for services that are not related to prospective sales of the fund, the Advisor Class will continue to make payments under the plan even if it is closed to new investors. Because these fees are paid out of the fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For additional information about the Plan and its terms, see MULTIPLE CLASS STRUCTURE - MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN in the Statement of Additional Information. Certain financial intermediaries perform recordkeeping and administrative services for their clients that would otherwise be performed by American Century's transfer agent. In some circumstances, the advisor will pay such service providers a fee for performing those services. Also, the advisor and the funds' distributor may make payments for various additional services or other expenses out of their past profits or other available sources. Such expenses may include distribution services, shareholder services or marketing, promotional or related expenses. The amount of any payments described by this paragraph is determined by the advisor or the distributor and is not paid by you. ------ 20 FINANCIAL HIGHLIGHTS UNDERSTANDING THE FINANCIAL HIGHLIGHTS The table on the next page itemizes what contributed to the changes in share price during the most recently ended fiscal year. It also shows the changes in share price for this period in comparison to changes over the last five fiscal years. On a per-share basis, the table includes as appropriate * share price at the beginning of the period * investment income and capital gains or losses * distributions of income and capital gains paid to investors * share price at the end of the period The table also includes some key statistics for the period as appropriate * TOTAL RETURN - the overall percentage of return of the fund, assuming the reinvestment of all distributions * EXPENSE RATIO - the operating expenses of the fund as a percentage of average net assets * NET INCOME RATIO - the net investment income of the fund as a percentage of average net assets * PORTFOLIO TURNOVER - the percentage of the fund's investment portfolio that is replaced during the period The Financial Highlights have been audited by PricewaterhouseCoopers LLP, independent accountants. Their Independent Accountants' Report and the financial statements are included in the fund's Annual Report, which is available upon request. ------ 21 INTERNATIONAL BOND FUND Advisor Class FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 ------------------------------------------------------------------------------------------------------------- 2003 2002 2001 2000 1999 ------------------------------------------------------------------------------------------------------------- Per-Share Data Net Asset Value, Beginning of Period $12.16 $10.03 $10.23 $10.52 $12.44 ------------------------------------------------------------------------------------------------------------- Income From Investment Operations ------------------------------------------------------ Net Investment Income(1) 0.29 0.33 0.36 0.35 0.45 ------------------------------------------------------ Net Realized and Unrealized Gain (Loss) 2.08 2.00 (0.56) (0.50) (1.74) ------------------------------------------------------------------------------------------------------------- Total From Investment Operations 2.37 2.33 (0.20) (0.15) (1.29) ------------------------------------------------------------------------------------------------------------- Distributions ------------------------------------------------------ From Net Investment Income (0.27) (0.20) -- (0.08) (0.43) ------------------------------------------------------ From Net Realized Gains (0.64) -- -- (0.06) (0.20) ------------------------------------------------------------------------------------------------------------- Total Distributions (0.91) (0.20) -- (0.14) (0.63) ------------------------------------------------------------------------------------------------------------- Net Asset Value, End of Period $13.62 $12.16 $10.03 $10.23 $10.52 ============================================================================================================= Total Return(2) 19.60% 23.24% (1.96)% (1.35)% (10.61)% Ratios/Supplemental Data Ratio of Operating Expenses to Average Net Assets 1.09% 1.10% 1.11% 1.12% 1.10% ------------------------------------------------------ Ratio of Net Investment Income to Average Net Assets 2.55% 3.03% 3.62% 3.60% 3.02% ------------------------------------------------------ Portfolio Turnover Rate 112% 137% 147% 221% 239% ------------------------------------------------------ Net Assets, End of Period (in thousands) $21,137 $3,192 $1,983 $918 $727 ------------------------------------------------------------------------------------------------------------- (1) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD. (2) TOTAL RETURN ASSUMES REINVESTMENT OF NET INVESTMENT INCOME AND CAPITAL GAINS DISTRIBUTIONS, IF ANY. THE TOTAL RETURN OF THE CLASSES MAY NOT PRECISELY REFLECT THE CLASS EXPENSE DIFFERENCES BECAUSE OF THE IMPACT OF CALCULATING THE NET ASSET VALUES TO TWO DECIMAL PLACES. IF NET ASSET VALUES WERE CALCULATED TO THREE DECIMAL PLACES, THE TOTAL RETURN DIFFERENCES WOULD MORE CLOSELY REFLECT THE CLASS EXPENSE DIFFERENCES. THE CALCULATION OF NET ASSET VALUES TO TWO DECIMAL PLACES IS MADE IN ACCORDANCE WITH SEC GUIDELINES AND DOES NOT RESULT IN ANY GAIN OR LOSS OF VALUE BETWEEN ONE CLASS AND ANOTHER. ------ 22 NOTES ------ 23 NOTES ------ 24 NOTES ------ 25 [back cover] MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS Annual and Semiannual Reports Annual and semiannual reports contain more information about the fund's investments and the market conditions and investment strategies that significantly affected the fund's performance during the most recent fiscal period. Statement of Additional Information (SAI) The SAI contains a more detailed, legal description of the fund's operations, investment restrictions, policies and practices. The SAI is incorporated by reference into this Prospectus. This means that it is legally part of this Prospectus, even if you don't request a copy. You may obtain a free copy of the SAI or annual and semiannual reports, and ask questions about the fund or your accounts, by contacting American Century at the address or telephone numbers listed below. You also can get information about the fund (including the SAI) from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information. IN PERSON SEC Public Reference Room Washington, D.C. Call 202-942-8090 for location and hours. ON THE INTERNET * EDGAR database at www.sec.gov * By email request at publicinfo@sec.gov BY MAIL SEC Public Reference Section Washington, D.C. 20549-0102 This Prospectus shall not constitute an offer to sell securities of a fund in any state, territory, or other jurisdiction where the fund's shares have not been registered or qualified for sale, unless such registration or qualification is not required, or under any circumstances in which such offer or solicitation would be unlawful. FUND REFERENCE FUND CODE TICKER -------------------------------------------------------------------------------- International Bond Advisor Class 792 AIBDX -------------------------------------------------------------------------------- Investment Company Act File No. 811-6441 AMERICAN CENTURY INVESTMENTS P.O. Box 419786 Kansas City, Missouri 64141-6786 1-800-378-9878 or 816-531-5575 0405 SH-PRS-37532



American Century Investments statement of additional information MAY 1, 2004 American Century International Bond Funds International Bond Fund
THIS STATEMENT OF ADDITIONAL INFORMATION ADDS TO THE DISCUSSION IN THE FUND'S PROSPECTUS, DATED MAY 1, 2004, BUT IS NOT A PROSPECTUS. THE STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FUND'S CURRENT PROSPECTUS. IF YOU WOULD LIKE A COPY OF A PROSPECTUS, PLEASE CONTACT US AT ONE OF THE ADDRESSES OR TELEPHONE NUMBERS LISTED ON THE BACK COVER OR VISIT AMERICAN CENTURY'S WEB SITE AT WWW.AMERICANCENTURY.COM. THIS STATEMENT OF ADDITIONAL INFORMATION INCORPORATES BY REFERENCE CERTAIN INFORMATION THAT APPEARS IN THE FUND'S ANNUAL AND SEMIANNUAL REPORTS, WHICH ARE DELIVERED TO ALL INVESTORS. YOU MAY OBTAIN A FREE COPY OF THE FUND'S ANNUAL OR SEMIANNUAL REPORT BY CALLING 1-800-345-2021. American Century Investment Services, Inc. [american century investments logo and text logo] The American Century logo, American Century and American Century Investments are service marks of American Century Services Corporation. Table of Contents The Fund's History........................................................ 2 Fund Investment Guidelines................................................ 2 Portfolio Composition................................................ 2 Currency Management.................................................. 3 Fund Investments and Risks................................................ 3 Investment Strategies and Risks...................................... 3 Investment Policies.................................................. 12 Temporary Defensive Measures......................................... 14 Portfolio Turnover................................................... 14 Transactions with Subadvisor Affiliates.............................. 14 Management................................................................ 16 The Board of Trustees................................................ 19 Ownership of Fund Shares............................................. 22 Code of Ethics....................................................... 22 Proxy Voting Guidelines.............................................. 23 The Fund's Principal Shareholders......................................... 24 Service Providers......................................................... 24 Investment Advisor................................................... 24 Transfer Agent and Administrator..................................... 27 Distributor.......................................................... 27 Other Service Providers................................................... 28 Custodian Banks...................................................... 28 Independent Accountants.............................................. 28 Brokerage Allocation...................................................... 28 Regular Broker-Dealers............................................... 28 Information about Fund Shares............................................. 29 Multiple Class Structure............................................. 29 Buying and Selling Fund Shares....................................... 32 Valuation of the Fund's Securities................................... 32 Taxes..................................................................... 33 Federal Income Tax................................................... 33 State and Local Taxes................................................ 35 How Fund Performance Information is Calculated............................ 35 Performance Comparisons.............................................. 37 Permissible Advertising Information.................................. 38 Multiple Class Performance Advertising............................... 38 Financial Statements...................................................... 38 Explanation of Fixed-Income Securities Ratings............................ 39 1 THE FUND'S HISTORY American Century International Bond Funds is a registered open-end management investment company that was organized as a Massachusetts business trust in 1991 under the name Benham International Funds. In October 1996, it changed its name to American Century International Bond Funds. Throughout this Statement of Additional Information we refer to American Century International Bond Funds as the Trust. The fund is a separate series of the Trust and operates for many purposes as if it were an independent company. The fund's ticker symbols and inception dates of each class of the fund are: FUND/CLASS TICKER SYMBOL INCEPTION DATE -------------------------------------------------------------------------------- International Bond Investor Class BEGBX 01/07/1992 -------------------------------------------------------------------------------- Advisor Class AIBDX 10/27/1998 -------------------------------------------------------------------------------- FUND INVESTMENT GUIDELINES This section explains the extent to which the fund's advisor, American Century Investment Management, Inc., can use various investment vehicles and strategies in managing the fund's assets. Descriptions of the investment techniques and risks associated with each appear in the section, INVESTMENT STRATEGIES AND RISKS, which begins on page 3. In the case of the fund's principal investment strategies, these descriptions elaborate upon discussion contained in the Prospectus. The fund is nondiversified as defined in the Investment Company Act of 1940 (the Investment Company Act). This means that the fund may take larger positions in individual issuer's securities; for example, the fund may invest more than 5% of its assets in the securities of a single issuer. This can increase the amount of risk in the portfolio because it may become concentrated in fewer issuers than diversified funds. To meet federal tax requirements for qualification as a regulated investment company, the fund must limit its investments so that at the close of each quarter of its taxable year (1) no more than 25% of its total assets are invested in the securities of a single issuer (other than the U.S. government or a regulated investment company); and (2) with respect to at least 50% of its total assets, no more than 5% of its total assets are invested in the securities of a single issuer. PORTFOLIO COMPOSITION The fund managers intend to keep the fund fully invested in foreign debt securities. Under normal market conditions, the fund will invest at least 65% of its total assets in bonds issued or guaranteed by foreign governments or their agencies and by foreign authorities, provinces and municipalities. The fund may invest up to 35% of its total assets in high-quality (i.e., rated "AA" or higher) foreign corporate debt securities. The fund's investments may include but shall not be limited to: (1) debt obligations issued or guaranteed by (a) a foreign sovereign government or one of its agencies, authorities, instrumentalities or political subdivisions including a foreign state, province or municipality, and (b) supranational organizations such as the World Bank, Asian Development Bank, European Investment Bank, and European Economic Community; (2) debt obligations of (a) foreign banks and bank holding companies, and (b) domestic banks and corporations issued in foreign currencies; and (3) foreign corporate debt securities and commercial paper. All of these investments must satisfy the credit quality standards (i.e., "AA" or higher) established by the trustees of the fund. 2 The fund's credit quality requirements effectively limit the countries in which the fund may invest. As of the date of this Prospectus, the fund expects to invest in the securities of issuers located in and governments of the following countries: Australia, Austria, Belgium, Bermuda, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, Liechtenstein, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, Taiwan and United Kingdom. To limit the possibility that the fund will become unduly concentrated in Japan, the fund currently limits its investment in issuers located in Japan to no more than 25% of total assets. For an explanation of the securities ratings referred to in the Prospectus and this Statement of Additional Information, see EXPLANATION OF FIXED-INCOME SECURITIES RATINGS on page 39. CURRENCY MANAGEMENT The rate of exchange between U.S. dollars and foreign currencies fluctuates, which results in gains and losses to the fund. Even if the fund's foreign security holdings perform well, an increase in the value of the dollar relative to the currencies in which portfolio securities are denominated can offset net investment income. Because the fund is designed for U.S. investors seeking currency and interest rate diversification, the fund's subadvisor, J.P. Morgan Investment Management Inc. (JPMIM), limits its use of hedging strategies intended to minimize the effect of currency fluctuations. Although hedging strategies (if they are successful) reduce exchange rate risk, they also reduce the potential for share price appreciation when foreign currencies increase in value relative to the U.S. dollar. When the subadvisor considers the U.S. dollar to be attractive relative to foreign currencies, as much as 25% of the fund's total assets may be hedged into U.S. dollars. For temporary defensive purposes and under extraordinary circumstances (such as significant political events), more than 25% of the fund's total assets may be hedged in this manner. In managing the fund's currency exposure, the subadvisor will buy and sell foreign currencies regularly, either in the spot (i.e., cash) market or the forward market. Forward foreign currency exchange contracts (forward contracts) are individually negotiated and privately traded between currency traders (usually large commercial banks) and their customers. In most cases, no deposit requirements exist, and these contracts are traded at a net price without commission. Forward contracts involve an obligation to purchase or sell a specific currency at an agreed-upon price on a future date. Most contracts expire in less than one year. The fund also may use futures and options for currency management purposes. For more information on futures and options, please see FUTURES AND OPTIONS on page 7. FUND INVESTMENTS AND RISKS INVESTMENT STRATEGIES AND RISKS This section describes investment vehicles and techniques the fund managers can use in managing the fund's assets. It also details the risks associated with each because each investment vehicle and technique contributes to the fund's overall risk profile. U.S. Government Securities The fund may invest in U.S. government securities including bills, notes and bonds issued by the U.S. Treasury and securities issued or guaranteed by agencies or instrumentalities of the U.S. government. Some U.S. government securities are supported by the direct full faith and credit of the U.S. government; others are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as securities issued by the Federal National Mortgage Association 3 (FNMA), are supported by the discretionary authority of the U.S. government to purchase the agencies' obligations; and others are supported only by the credit of the issuing or guaranteeing instrumentality. There is no assurance that the U.S. government will provide financial support to an instrumentality it sponsors when it is not obligated by law to do so. Repurchase Agreements The fund may invest in repurchase agreements when they present an attractive short-term return on cash that is not otherwise committed to the purchase of securities pursuant to the investment policies of the fund. A repurchase agreement occurs when, at the time the fund purchases an interest-bearing obligation, the seller (a bank or a broker-dealer registered under the Securities Exchange Act of 1934) agrees to purchase it on a specified date in the future at an agreed-upon price. The repurchase price reflects an agreed-upon interest rate during the time the fund's money is invested in the security. Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement can be considered a loan collateralized by the security purchased. The fund's risk is the seller's ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under the bankruptcy laws, the disposition of the collateral may be delayed or limited. To the extent the value of the security decreases, the fund could experience a loss. The fund will limit repurchase agreement transactions to securities issued by the U.S. government and its agencies and instrumentalities, and will enter into such transactions with those banks and securities dealers who are deemed creditworthy pursuant to criteria adopted by the fund's advisor. Repurchase agreements maturing in more than seven days would count toward the fund's 15% limit on illiquid securities. Portfolio Lending In order to realize additional income, the fund may lend its portfolio securities. Such loans may not exceed one-third of the fund's total net assets valued at market except * through the purchase of debt securities in accordance with its investment objectives, policies and limitations; or * by engaging in repurchase agreements with respect to portfolio securities. Foreign Currency Exchange Transactions The fund expects to exchange dollars for the fund's underlying currencies, and vice versa, in the normal course of managing the fund's underlying investments. The fund's subadvisor does not expect that the fund will hold currency that is not earning income on a regular basis, although the fund may do so temporarily when suitable investments are not available. The fund may purchase and sell currencies on a spot basis (i.e., for prompt delivery and settlement), or by entering into forward currency exchange contracts (also called forward contracts) or other contracts to purchase and sell currencies for settlement at a future date. The fund will incur costs in converting assets from one currency to another. Foreign exchange dealers may charge a fee for conversion; in addition, they also realize a profit based on the difference (i.e., the spread) between the prices at which they buy and sell various currencies in the spot and forward markets. Thus, a dealer may offer to sell a foreign currency to the fund at one rate and repurchase it at a lesser rate should the fund desire to resell the currency to the dealer. 4 The fund may use foreign currency forward contracts to increase exposure to a foreign currency, or to shift exposure to the fluctuations in the value of foreign currencies from one foreign currency to another foreign currency. Open positions in forwards used for non-hedging purposes will be covered by the segregation of liquid assets, marked to market daily. Forward contracts are agreements to exchange a specific amount of one currency for a specified amount of another at a future date. The date may be any agreed fixed number of days in the future. The amount of currency to be exchanged, the price at which the exchange will take place, and the date of the exchange are negotiated when the fund enters into the contract and are fixed for the term of the contract. Forward contracts are traded in an interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement and is consummated without payment of any commission. However, the fund may enter into forward contracts with deposit requirements or commissions. At the maturity of a forward contract, the fund may complete the contract by paying for and receiving the underlying currency, or may seek to roll forward its contractual obligation by entering into an offsetting transaction with the same currency trader and paying or receiving the difference between the contractual exchange rate and the current exchange rate. The fund also may be able to enter into an offsetting contract prior to the maturity of the underlying contract. This practice is sometimes referred to as "cross hedging" and may be employed if, for example, JPMIM believes that one foreign currency (in which a portion of the fund's foreign currency holdings are denominated) will change in value relative to the U.S. dollar differently than another foreign currency. There is no assurance that offsetting transactions, or new forward contracts, will always be available to the fund. Investors should realize that the use of forward contracts does not eliminate fluctuations in the underlying prices of the securities. Such contracts simply establish a rate of exchange that the fund can achieve at some future point in time. Additionally, although such contracts tend to minimize the risk of loss due to fluctuations in the value of the hedged currency when used as a hedge against foreign currency declines, at the same time they tend to limit any potential gain that might result from the change in the value of such currency. Because investments in, and redemptions from, the fund will be in U.S. dollars, JPMIM expects that the fund's normal investment activity will involve a significant amount of currency exchange. For example, the fund may exchange its underlying foreign currencies for U.S. dollars in order to meet shareholder redemption requests or to pay expenses. These transactions may be executed in the spot or forward markets. In addition, the fund may combine forward transactions in its underlying currency with investments in U.S. dollar-denominated instruments, in an attempt to construct an investment position whose overall performance will be similar to that of a security denominated in its underlying currency. If the amount of dollars to be exchanged is properly matched with the anticipated value of the dollar-denominated securities, the fund should be able to lock in the foreign currency value of the securities, and the fund's overall investment return from the combined position should be similar to the return from purchasing a foreign currency-denominated instrument. This is sometimes referred to as a synthetic investment position or a position hedge. The execution of a synthetic investment position may not be successful. It is impossible to forecast with absolute precision what the market value of a particular security will be at any given time. If the value of a dollar-denominated security is not exactly matched with the fund's obligation under the forward contract on the contract's maturity date, the fund may be exposed to some risk of loss from fluctuation of the dollar. Although JPMIM will attempt to hold such mismatchings to a minimum, there can be no assurance that JPMIM will be successful in doing so. 5 When-Issued and Forward Commitment Agreements The fund may sometimes purchase new issues of securities on a when-issued or forward commitment basis in which the transaction price and yield are each fixed at the time the commitment is made, but payment and delivery occur at a future date. For example, a fund may sell a security and at the same time make a commitment to purchase the same or a comparable security at a future date and specified price. Conversely, a fund may purchase a security and at the same time make a commitment to sell the same or a comparable security at a future date and specified price. These types of transactions are executed simultaneously in what are known as dollar-rolls, buy/sell back transactions, cash and carry, or financing transactions. For example, a broker-dealer may seek to purchase a particular security that a fund owns. The fund will sell that security to the broker-dealer and simultaneously enter into a forward commitment agreement to buy it back at a future date. This type of transaction generates income for the fund if the dealer is willing to execute the transaction at a favorable price in order to acquire a specific security. When purchasing securities on a when-issued or forward commitment basis, a fund assumes the rights and risks of ownership, including the risks of price and yield fluctuations. Market rates of interest on debt securities at the time of delivery may be higher or lower than those contracted for on the when-issued security. Accordingly, the value of the security may decline prior to delivery, which could result in a loss to the fund. While the fund will make commitments to purchase or sell securities with the intention of actually receiving or delivering them, it may sell the securities before the settlement date if doing so is deemed advisable as a matter of investment strategy. In purchasing securities on a when-issued or forward commitment basis, a fund will segregate cash, cash equivalents or other appropriate liquid securities on its record in an amount sufficient to meet the purchase price. When the time comes to pay for the when-issued securities, the fund will meet its obligations with available cash, through the sale of securities, or, although it would not normally expect to do so, by selling the when-issued securities themselves (which may have a market value greater or less than the fund's payment obligation). Selling securities to meet when-issued or forward commitment obligations may generate taxable capital gains or losses. Short-Term Securities In order to meet anticipated redemptions, anticipated purchases of additional securities for the fund's portfolio, or, in some cases, for temporary defensive purposes, the fund may invest a portion of its assets in money market and other short-term securities. Examples of those securities include: * Securities issued or guaranteed by the U.S. government and its agencies and instrumentalities; * Commercial Paper; * Certificates of Deposit and Euro Dollar Certificates of Deposit; * Bankers' Acceptances; * Short-term notes, bonds, debentures or other debt instruments; and * Repurchase agreements. Under the Investment Company Act, the fund's investment in other investment companies (including money market funds) currently is limited to (a) 3% of the total voting stock of any one investment company; (b) 5% of the fund's total assets with respect to any one investment company; and (c) 10% of the fund's total assets in the aggregate. Any investments in money market funds must be consistent with the investment policies and restrictions of the fund making the investment. 6 Other Investment Companies The fund may invest up to 10% of its total assets in other investment companies, such as mutual funds, provided that the investment is consistent with the fund's investment policies and restrictions. These investments may include investments in money market funds managed by the advisor or subadvisor. Under the Investment Company Act, a fund's investment in such securities, subject to certain exceptions, currently is limited to * 3% of the total voting stock of any one investment company, * 5% of the fund's total assets with respect to any one investment company and * 10% of the fund's total assets in the aggregate. Such purchases will be made in the open market where no commission or profit to a sponsor or dealer results from the purchase other than the customary brokers' commissions. As a shareholder of another investment company, a fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees. These expenses would be in addition to the management fee that the fund bears directly in connection with its own operations. Futures and Options The fund may enter into futures contracts, options or options on futures contracts. Futures contracts provide for the sale by one party and purchase by another party of a specific security at a specified future time and price. Generally, futures transactions will be used to: * protect against a decline in market value of the fund's securities (taking a short futures position), * protect against the risk of an increase in market value for securities in which the fund generally invests at a time when the fund is not fully-invested (taking a long futures position), or * provide a temporary substitute for the purchase of an individual security that may not be purchased in an orderly fashion. Some futures and options strategies, such as selling futures, buying puts and writing calls, hedge the fund's investments against price fluctuations. Other strategies, such as buying futures, writing puts and buying calls, tend to increase market exposure. Although other techniques may be used to control the fund's exposure to market fluctuations, the use of futures contracts may be a more effective means of hedging this exposure. While the fund pays brokerage commissions in connection with opening and closing out futures positions, these costs are lower than the transaction costs incurred in the purchase and sale of the underlying securities. For example, the sale of a future by the fund means the fund becomes obligated to deliver the security (or securities, in the case of an index future) at a specified price on a specified date. The purchase of a future means the fund becomes obligated to buy the security (or securities) at a specified price on a specified date. The fund managers may engage in futures and options transactions based on securities indices provided that the transactions are consistent with the fund's investment objectives. Examples of indices that may be used include the Morgan Stanley Capital International Australasia, Far East Index (MSCI EAFE) and Morgan Stanley Capital International Emerging Markets Free Index (MSCIEMF). The managers also may engage in futures and options transactions based on specific securities, such as U.S. Treasury bonds or notes. Futures contracts are traded on national futures exchanges. Futures exchanges and trading are regulated under the Commodity Exchange Act by the Commodity Futures Trading Commission (CFTC), a U.S. government agency. 7 Index futures contracts differ from traditional futures contracts in that when delivery takes place, no stocks or bonds change hands. Instead, these contracts settle in cash at the spot market value of the index. Although other types of futures contracts by their terms call for actual delivery or acceptance of the underlying securities, in most cases the contracts are closed out before the settlement date. A futures position may be closed by taking an opposite position in an identical contract (i.e., buying a contract that has previously been sold or selling a contract that has previously been bought). Unlike when the fund purchases or sells a bond, no price is paid or received by the fund upon the purchase or sale of the future. Initially, the fund will be required to deposit an amount of cash or securities equal to a varying specified percentage of the contract amount. This amount is known as initial margin. The margin deposit is intended to ensure completion of the contract (delivery or acceptance of the underlying security) if it is not terminated prior to the specified delivery date. A margin deposit does not constitute a margin transaction for purposes of the fund's investment restrictions. Minimum initial margin requirements are established by the futures exchanges and may be revised. In addition, brokers may establish margin deposit requirements that are higher than the exchange minimums. Cash held in the margin accounts generally is not income-producing. However, coupon bearing securities, such as Treasury bills and bonds, held in margin accounts generally will earn income. Subsequent payments to and from the broker, called variation margin, will be made on a daily basis as the price of the underlying debt securities or index fluctuates, making the future more or less valuable, a process known as marking the contract to market. Changes in variation margin are recorded by the fund as unrealized gains or losses. At any time prior to expiration of the future, the fund may elect to close the position by taking an opposite position. A final determination of variation margin is then made; additional cash is required to be paid by or released to the fund and the fund realizes a loss or gain. PURCHASING PUT AND CALL OPTIONS By purchasing a put option, the fund obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the fund pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific securities, indices of securities prices, and futures contracts. The fund may terminate its position in a put option it has purchased by allowing it to expire or by exercising the option. If the option is allowed to expire, the fund will lose the entire premium it paid. If the fund exercises the option, it completes the sale of the underlying instrument at the strike price. The fund also may terminate a put option position by closing it out in the secondary market at its current price if a liquid secondary market exists. The buyer of a typical put option can expect to realize a gain if security prices fall substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium paid, plus related transaction costs). The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if security prices fall. At the same time, the buyer can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option. 8 WRITING PUT AND CALL OPTIONS If the fund writes a put option, it takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium, the fund assumes the obligation to pay the strike price for the option's underlying instrument if the other party chooses to exercise the option. When writing an option on a futures contract, the fund will be required to make margin payments to a broker or custodian as described above for futures contracts. The fund may seek to terminate its position in a put option it writes before exercise by closing out the option in the secondary market at its current price. However, if the secondary market is not liquid for a put option the fund has written, the fund must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes, and must continue to set aside assets to cover its position. If security prices rise, a put writer would generally expect to profit, although the gain would be limited to the amount of the premium received. If security prices remain the same over time, the writer also would likely profit by being able to close out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline. Writing a call option obligates the fund to sell or deliver the option's underlying instrument in return for the strike price upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a call writer mitigates the effects of a price decline. At the same time, because a call writer must be prepared to deliver the underlying instrument in return for the strike price even if its current value is greater, a call writer gives up some ability to participate in security price increases. COMBINED POSITIONS The fund may purchase and write options in combination with one another, or in combination with futures or forward contracts, to adjust the risk and return characteristics of the overall position. For example, the fund may purchase a put option and write a call option on the same underlying instrument to construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out. OVER-THE-COUNTER OPTIONS Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. While this type of arrangement allows the fund greater flexibility to tailor an option to its needs, OTC options generally involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organizations of the exchanges where they are traded. The risk of illiquidity also is greater with OTC options because these options generally can be closed out only by negotiation with the other party to the option. RISKS RELATED TO FUTURES AND OPTIONS TRANSACTIONS Futures and options prices can be volatile, and trading in these markets involves certain risks. If the fund managers apply a hedge at an inappropriate time or judge interest rate trends incorrectly, futures and options strategies may lower a fund's return. 9 The fund could suffer losses if it is unable to close out its position because of an illiquid secondary market. Futures contracts may be closed out only on an exchange that provides a secondary market for these contracts, and there is no assurance that a liquid secondary market will exist for any particular futures contract at any particular time. Consequently, it may not be possible to close a futures position when the fund managers consider it appropriate or desirable to do so. In the event of adverse price movements, a fund would be required to continue making daily cash payments to maintain its required margin. If the fund had insufficient cash, it might have to sell portfolio securities to meet daily margin requirements at a time when the fund managers would not otherwise elect to do so. In addition, the fund may be required to deliver or take delivery of instruments underlying futures contracts it holds. The fund managers will seek to minimize these risks by limiting the futures contracts entered into on behalf of the fund to those traded on national futures exchanges and for which there appears to be a liquid secondary market. The fund could suffer losses if the prices of its futures and options positions were poorly correlated with its other investments, or if securities underlying futures contracts purchased by the fund had different maturities than those of the portfolio securities being hedged. Such imperfect correlation may give rise to circumstances in which the fund loses money on a futures contract at the same time that it experiences a decline in the value of its hedged portfolio securities. The fund also could lose margin payments it has deposited with a margin broker if, for example, the broker became bankrupt. Most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of the trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond the limit. However, the daily limit governs only price movement during a particular trading day and, therefore, does not limit potential losses. In addition, the daily limit may prevent liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses. OPTIONS ON FUTURES By purchasing an option on a futures contract, the fund obtains the right, but not the obligation, to sell the futures contract (a put option) or to buy the contract (a call option) at a fixed strike price. The fund can terminate its position in a put option by allowing it to expire or by exercising the option. If the option is exercised, the fund completes the sale of the underlying security at the strike price. Purchasing an option on a futures contract does not require a fund to make margin payments unless the option is exercised. CORRELATION OF PRICE CHANGES Because there are a limited number of types of exchange-traded futures and options contracts, it is likely that the standardized contracts available will not match the fund's current or anticipated investments exactly. The fund may invest in futures and options contracts based on securities with different issuers, maturities, or other characteristics from the securities in which it typically invests (for example, by hedging intermediate-term securities with a futures contract based on an index of long-term bond prices); this involves a risk that the futures position will not track the performance of the fund's other investments. Options and futures prices can diverge from the prices of their underlying instruments even if the underlying instruments correlate well with the fund's investments. Options and futures prices are affected by factors such as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation also may result from differing levels of demand in the options and futures 10 markets and securities markets, from structural differences in how options and futures and securities are traded, or from the imposition of daily price fluctuation limits or trading halts. The fund may purchase or sell options and futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in an effort to compensate for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in the fund's options or futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments. FUTURES AND OPTIONS CONTRACTS RELATING TO FOREIGN CURRENCIES The fund may purchase and sell currency futures and purchase and write currency options to increase or decrease its exposure to different foreign currencies. The fund also may purchase and write currency options in connection with currency futures or forward contracts. Currency futures contracts are similar to forward currency exchange contracts, except that they are traded on exchanges and have standard contract sizes and delivery dates. Most currency futures contracts call for payment or delivery in U.S. dollars. The uses and risks of currency futures are similar to those of futures relating to securities or indices, as described above. Currency futures values can be expected to correlate with exchange rates but may not reflect other factors that affect the value of the fund's investments. A currency hedge, for example, should protect a German-mark-denominated security from a decline in the German mark, but it will not protect the fund against a price decline resulting from a deterioration in the issuer's creditworthiness. LIQUIDITY OF FUTURES CONTRACTS AND OPTIONS There is no assurance that a liquid secondary market will exist for any particular futures contract or option at any particular time. Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for futures contracts and options and may halt trading if a contract's price moves upward or downward more than the limit on a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible for the fund to enter into new positions or close out existing positions. If the secondary market for a contract was not liquid, because of price fluctuation limits or otherwise, prompt liquidation of unfavorable positions could be difficult or impossible, and the fund could be required to continue holding a position until delivery or expiration regardless of changes in its value. Under these circumstances, the fund's access to assets held to cover its future positions also could be impaired. Futures and options trading on foreign exchanges may not be regulated as effectively as similar transactions in the U.S. and may not involve clearing mechanisms or guarantees similar to those available in the U.S. The value of a futures contract or option traded on a foreign exchange may be adversely affected by the imposition of different exercise and settlement terms, trading procedures, margin requirements and lesser trading volume. RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS The fund may enter into futures contracts, options or options on futures contracts. Under the Commodity Exchange Act, the fund may enter into futures and options transactions (a) for hedging purposes without regard to the percentage of assets committed to initial margin and option premiums or (b) for purposes other than hedging, provided that assets committed to initial margin and option premiums do not exceed 5% of the fund's total assets. To the extent required by law, the fund will segregate cash, cash equivalents or other appropriate liquid securities on its records in an amount sufficient to cover its obligations under the futures contracts and options. 11 INVESTMENT POLICIES Unless otherwise indicated, with the exception of the percentage limitations on borrowing, the policies described below apply at the time the fund enters into a transaction. Accordingly, any later increase or decrease beyond the specified limitation resulting from a change in the fund's net assets will not be considered in determining whether it has complied with its investment policies. Fundamental Investment Policies The fund's fundamental investment policies are set forth below. These investment policies may not be changed without approval of a majority of the outstanding votes of shareholders of the fund, as determined in accordance with the Investment Company Act. SUBJECT POLICY -------------------------------------------------------------------------------- Senior Securities The fund may not issue senior securities, except as permitted under the Investment Company Act. -------------------------------------------------------------------------------- Borrowing The fund may not borrow money, except for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33-1/3% of the fund's total assets (including the amount borrowed) less liabilities (other than borrowings). -------------------------------------------------------------------------------- Lending 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. -------------------------------------------------------------------------------- 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 a fund from investing in securities or other instruments backed by real estate or securities of companies that deal in real estate or are engaged in the real estate business. -------------------------------------------------------------------------------- Concentration The fund may not concentrate its investments in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities). -------------------------------------------------------------------------------- Underwriting The fund may not act as an underwriter of securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities. -------------------------------------------------------------------------------- Commodities The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments provided that this limitation shall not prohibit the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities. -------------------------------------------------------------------------------- Control The fund may not invest for purposes of exercising control over management. -------------------------------------------------------------------------------- For purposes of the investment restrictions relating to lending and borrowing, the fund has received an exemptive order from the SEC regarding an interfund lending program. Under the terms of the exemptive order, the fund may borrow money from or lend money to other ACIM-advised funds that permit such transactions. All such transactions will be subject to the limits for borrowing and lending set forth above. The fund will borrow money through the program only when the costs are equal to or lower than the costs of short-term bank loans. Interfund loans and borrowings normally extend only overnight but can have a maximum duration of seven days. The fund will lend through the program only when the returns are higher than those available from other short-term instruments (such as repurchase agreements). The fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs. 12 For purposes of the investment restriction relating to concentration, the fund shall not purchase any securities that would cause 25% or more of the value of the fund's total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that (a) there is no limitation with respect to obligations (and repurchase agreements secured by such obligations) issued or guaranteed by the U.S. government, any state, territory or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, (b) wholly owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents, (c) utilities will be divided according to their services, for example, gas, gas transmission, electric and gas, electric and telephone will each be considered a separate industry, and (d) personal credit and business credit businesses will be considered separate industries. Nonfundamental Investment Policies In addition, the fund is subject to the following investment policies that are not fundamental and may be changed by the Board of Trustees. SUBJECT POLICY -------------------------------------------------------------------------------- Leveraging The fund may not purchase additional investment securities at any time during which outstanding borrowings exceed 5% of the total assets of the fund. -------------------------------------------------------------------------------- Liquidity The fund may not purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets would be invested in illiquid securities. Illiquid securities include repurchase agreements not entitling the holder to payment of principal and interest within seven days and in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market. -------------------------------------------------------------------------------- Short Sales The fund may not sell securities short, unless it owns or has the right to obtain securities equivalent inkind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short. -------------------------------------------------------------------------------- Margin The fund may not purchase securities on margin, except to obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin. -------------------------------------------------------------------------------- Futures and Options The fund may enter into futures contracts and write and buy put and call options relating to futures contracts. A fund may not, however, enter into leveraged futures transactions if it would be possible for the fund to lose more money than it invested. -------------------------------------------------------------------------------- Issuers with A fund may invest a portion of its assets in the Limited Operating securities of issuers with limited operating histories. Histories An issuer is considered to have a limited operating history if that issuer has a record of less than three years of continuous operation. Periods of capital formation, incubation, consolidations, and research and development may be considered in determining whether a particular issuer has a record of three years of continuous operation. -------------------------------------------------------------------------------- The Investment Company Act imposes certain additional restrictions upon the fund's ability to acquire securities issued by insurance companies, broker-dealers, underwriters or investment advisors, and upon transactions with affiliated persons as defined by the Act. It also defines and forbids the creation of cross and circular ownership. Neither the SEC nor any other agency of the federal or state government participates in or supervises the management of the fund or its investment practices or policies. 13 TEMPORARY DEFENSIVE MEASURES For temporary defensive purposes, the fund may invest in securities that may not fit its investment objective or its stated market. During a temporary defensive period, the fund may direct its assets to the following investment vehicles: * interest-bearing bank accounts or Certificates of Deposit * U.S. government securities and repurchase agreements collateralized by U.S. government securities * money market funds. PORTFOLIO TURNOVER The portfolio turnover rate of the fund is listed in the Financial Highlights table in the Prospectus. The fund managers will sell securities without regard to the length of time the security has been held. Accordingly, the fund's rate of portfolio turnover may be substantial. The fund managers intend to purchase a particular security whenever they believe it will contribute to the stated objective of the fund. In order to achieve the fund's investment objective, the fund managers may sell a given security, regardless of the length of time it has been held in the portfolio, and, regardless of the gain or loss realized on the sale. The managers may sell a portfolio security if they believe that the security is not fulfilling its purpose because, among other things, it did not live up to the managers' expectations, because it may be replaced with another security holding greater promise, because it has reached its optimum potential, because of a change in the circumstances of a particular company or industry or in general economic conditions, or because of some combination of such reasons. Because investment decisions are based on a particular security's anticipated contribution to the fund's objectives, the managers believe that the rate of portfolio turnover is irrelevant when they determine that a change is required to pursue the fund's investment objective. As a result, the fund's annual portfolio turnover rate cannot be anticipated and may be higher than other mutual funds with similar investment objectives. Portfolio turnover also may affect the character of capital gains realized and distributed by the fund, if any, since short-term capital gains are taxable as ordinary income. Because the managers do not take portfolio turnover rate into account in making investment decisions, (1) the managers have no intention of maintaining any particular rate of portfolio turnover, whether high or low, and (2) the portfolio turnover rates in the past should not be considered as representative of the rates that will be attained in the future. TRANSACTIONS WITH SUBADVISOR AFFILIATES As described in further detail under the section titled MANAGEMENT, J.P. Morgan Investment Management, Inc. (JPMIM) is subadvisor to the fund pursuant to an agreement with American Century Investment Management, Inc. The subadvisor, a wholly-owned subsidiary of J.P. Morgan Chase & Co. (J.P. Morgan Chase) and a corporation organized under the laws of the State of Delaware, is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The subadvisor is located at 522 Fifth Avenue, New York, New York 10036. J.P. Morgan Chase, a bank holding company organized under the laws of the State of Delaware, was formed from the merger of J.P. Morgan & Co. Incorporated with and into The Chase Manhattan Corporation. J.P. Morgan Chase, together with its predecessors, has been in the banking and investment advisory business for over 100 years and today, 14 through JPMIM and its other subsidiaries (such as, Morgan Guaranty Trust Company of New York [Morgan Guaranty], J. P. Morgan Securities Inc., and J.P. Morgan Securities Ltd.), offers a wide range of banking and investment management services to governmental, institutional, corporate and individual clients. These subsidiaries are hereafter referred to as Morgan affiliates. J.P. Morgan Securities Inc. is a broker-dealer registered with the SEC and is a member of the National Association of Securities Dealers. It is active as a dealer in U.S. government securities and an underwriter of and dealer in U.S. government agency securities and money market instruments. J.P. Morgan Securities Ltd. underwrites, distributes, and trades international securities, including Eurobonds, commercial paper, and foreign government bonds. J.P. Morgan Chase issues commercial paper and long-term debt securities. Morgan Guaranty and some of its affiliates issue certificates of deposit and create bankers' acceptances. The fund will not invest in securities issued or created by a Morgan affiliate. Certain activities of Morgan affiliates may affect the fund's portfolio or the markets for securities in which the fund invests. In particular, activities of Morgan affiliates may affect the prices of securities held by the fund and the supply of issues available for purchase by the fund. Where a Morgan affiliate holds a large portion of a given issue, the price at which that issue is traded may influence the price of similar securities the fund holds or is considering purchasing. The fund will not purchase securities directly from Morgan affiliates, and the size of Morgan affiliates' holdings may limit the selection of available securities in a particular maturity, yield, or price range. The fund will not execute any transactions with Morgan affiliates and will use only unaffiliated broker-dealers. In addition, the fund will not purchase any securities of U.S. government agencies during the existence of an underwriting or selling group of which a Morgan affiliate is a member, except to the extent permitted by law. The fund's ability to engage in transactions with Morgan affiliates is restricted by the SEC and the Federal Reserve Board. In JPMIM's opinion, these limitations should not significantly impair the fund's ability to pursue its investment objectives. However, there may be circumstances in which the fund is disadvantaged by these limitations compared to other funds with similar investment objectives that are not subject to these limitations. In acting for its fiduciary accounts, including the fund, JPMIM will not discuss its investment decisions or positions with the personnel of any Morgan affiliate. JPMIM has informed the fund that, in making investment decisions, it will not obtain or use material, non-public information in the possession of any division or department of JPMIM or other Morgan affiliates. The commercial banking divisions of Morgan Guaranty and its affiliates may have deposit, loan, and other commercial banking relationships with issuers of securities the fund purchases, including loans that may be repaid in whole or in part with the proceeds of securities purchased by the fund. Except as may be permitted by applicable law, the fund will not purchase securities in any primary public offering when the prospectus discloses that the proceeds will be used to repay a loan from Morgan Guaranty. JPMIM will not cause the fund to make investments for the direct purpose of benefiting other commercial interests of Morgan affiliates at the fund's expense. 15 MANAGEMENT The individuals listed below serve as trustees or officers of the fund. Each trustee serves until his or her successor is duly elected and qualified or until he or she retires. Mandatory retirement age for independent trustees is 75; the remaining independent trustees may waive this requirement on a case-by-case basis. Those listed as interested trustees are "interested" primarily by virtue of their engagement as officers of American Century Companies, Inc. (ACC) or its wholly-owned subsidiaries, including the fund's investment advisor, American Century Investment Management, Inc. (ACIM); the fund's principal underwriter, American Century Investment Services, Inc. (ACIS); and the fund's transfer agent, American Century Services Corporation (ACSC). The other trustees (more than three-fourths of the total number) are independent; that is, they are not employees or officers of, and have no financial interest in, ACC or any of its wholly-owned subsidiaries, including ACIM, ACIS and ACSC. The trustees serve in this capacity for eight registered investment companies in the American Century family of funds. All persons named as officers of the fund also serve in similar capacities for 12 investment companies advised by ACIM, unless otherwise noted. Only officers with policy-making functions are listed. No officer is compensated for his or her service as an officer of the fund. The listed officers are interested persons of the fund. NUMBER OF PORTFOLIOS IN FUND POSITION(S) LENGTH COMPLEX OTHER HELD OF TIME OVERSEEN DIRECTORSHIPS WITH SERVED PRINCIPAL OCCUPATION(S) BY HELD BY NAME, ADDRESS (AGE) FUND (YEARS) DURING PAST 5 YEARS TRUSTEE TRUSTEE -------------------------------------------------------------------------------------------------------------------- Interested Trustees -------------------------------------------------------------------------------------------------------------------- William M. Lyons Trustee, 6 Chief Executive Officer, ACC 35 None 4500 Main Street Chairman of and other ACC subsidiaries Kansas City, MO 64111 the Board (September 2000 to present) (48) President, ACC (June 1997 to present) President, ACIM (September 2002 to present) Chief Operating Officer, ACC (June 1996 to September 2000) President, ACIS (July 2003 to present) Also serves as: Executive Vice President, ACSC and other ACC subsidiaries -------------------------------------------------------------------------------------------------------------------- Independent Trustees -------------------------------------------------------------------------------------------------------------------- Albert Eisenstat Trustee 8 Retired General Partner, 35 Independent Director, 1665 Charleston Road DISCOVERY VENTURES SUNGARD DATA SYSTEMS Mountain View, CA 94043 (Venture capital firm, (1991 to present) (73) 1996 to 1998) Independent Director, BUSINESS OBJECTS S/A (1994 to present) Independent Director, COMMERCIAL METALS (1983 to 2001) -------------------------------------------------------------------------------------------------------------------- 16 NUMBER OF PORTFOLIOS IN FUND POSITION(S) LENGTH COMPLEX OTHER HELD OF TIME OVERSEEN DIRECTORSHIPS WITH SERVED PRINCIPAL OCCUPATION(S) BY HELD BY NAME, ADDRESS (AGE) FUND (YEARS) DURING PAST 5 YEARS TRUSTEE TRUSTEE -------------------------------------------------------------------------------------------------------------------- Ronald J. Gilson Trustee 8 Charles J. Meyers Professor 35 None 1665 Charleston Road of Law and Business, Mountain View, CA 94043 STANFORD LAW SCHOOL (57) (1979 to present) Mark and Eva Stern Professor of Law and Business, COLUMBIA UNIVERSITY SCHOOL OF LAW (1992 to present) Counsel, MARRON, REID & SHEEHY (a San Francisco law firm, 1984 to present) -------------------------------------------------------------------------------------------------------------------- Kathryn A. Hall Trustee 2 President and Chief Investment 35 Director, PRINCETON 1665 Charleston Road Officer, OFFIT HALL CAPITAL UNIVERSITY INVESTMENT Mountain View, CA 94043 MANAGEMENT LLC COMPANY (46) (April 2002 to present) (1997 to present) President and Managing Director, STANDFORD Director, LAUREL MANAGEMENT MANAGEMENT COMPANY COMPANY, LLC (1996 to 2002) (2001 to present) Director, UCSF FOUNDATION (2000 to present) Director, SAN FRANCISCO DAY SCHOOL (1999 to present) -------------------------------------------------------------------------------------------------------------------- Myron S. Scholes Trustee 23 Partner, OAK HILL CAPITAL 35 Director, DIMENSIONAL 1665 Charleston Road MANAGEMENT (1999 to present), FUND ADVISORS Mountain View, CA 94043 Principal, LONG-TERM CAPITAL (investment advisor, (62) MANAGEMENT (investment advisor, 1982 to present) 1993 to January 1999) Director, SMITH BREEDEN Frank E. Buck Professor FAMILY OF FUNDS of Finance, STANFORD GRADUATE (1992 to present) SCHOOL OF BUSINESS (1981 to present) -------------------------------------------------------------------------------------------------------------------- Kenneth E. Scott Trustee 32 Ralph M. Parsons Professor 35 None 1665 Charleston Road of Law and Business, Mountain View, CA 94043 STANFORD LAW SCHOOL (75) (1972 to present) -------------------------------------------------------------------------------------------------------------------- John B. Shoven Trustee 1 Professor of Economics, 35 Director, CADENCE 1665 Charleston Road STANFORD UNIVERSITY DESIGN SYSTEMS Mountain View, CA 94043 (1977 to present) (1992 to present) (56) Director, WATSON WYATT WORLDWIDE (2002 to present) Director, PALMSOURCE, INC. (2002 to present) -------------------------------------------------------------------------------------------------------------------- Jeanne D. Wohlers Trustee 19 Director and Partner,, 35 Director, INDUS 1665 Charleston Road WINDY HILL PRODUCTIONS, LP INTERNATIONAL Mountain View, CA 94043 (educational software, (software solutions, (58) 1994 to 1998) January 1999 to present) Director, QUINTUS CORPORATION (automation solutions, 1995 to present) -------------------------------------------------------------------------------------------------------------------- 17 NUMBER OF PORTFOLIOS IN FUND POSITION(S) LENGTH COMPLEX OTHER HELD OF TIME OVERSEEN DIRECTORSHIPS WITH SERVED PRINCIPAL OCCUPATION(S) BY HELD BY NAME, ADDRESS (AGE) FUND (YEARS) DURING PAST 5 YEARS TRUSTEE TRUSTEE ------------------------------------------------------------------------------------------------------------------- Officers ------------------------------------------------------------------------------------------------------------------- William M. Lyons President 3 See entry above under 35 See entry above under 4500 Main Street "Interested Trustees." "Interested Trustees." Kansas City, MO 64111 (48) ------------------------------------------------------------------------------------------------------------------- Robert T. Jackson Executive 3 Chief Administrative Officer Not Not applicable 4500 Main St. Vice ACC (August 1997 to present) applicable Kansas City, MO 64111 President Chief Financial Officer, ACC (58) (May 1995 to October 2002) President, ACSC (January 1999 to present) Executive Vice President, ACC (May 1995 to present) Also serves as: Executive Vice President and Chief Financial Officer, ACIM, ACIS and other ACC subsidiaries, and Treasurer, ACIM ------------------------------------------------------------------------------------------------------------------- Maryanne Roepke Senior Vice 3 Senior Vice President and Not Not applicable 4500 Main St. President, Assistant Treasurer, ACSC applicable Kansas City, MO 64111 Treasurer (48) and Chief Accounting Officer ------------------------------------------------------------------------------------------------------------------- David C. Tucker Senior Vice 5 Senior Vice President, ACIM, Not Not applicable 4500 Main St. President ACIS, ACSC and other applicable Kansas City, MO 64111 and ACC subsidiaries (45) General (June 1998 to present) Counsel General Counsel, ACC, ACIM, ACIS, ACSC and other ACC subsidiaries (June 1998 to present) ------------------------------------------------------------------------------------------------------------------- Robert Leach Controller 7 Vice President, ACSC Not Not applicable 4500 Main St. (February 2000 to present) applicable Kansas City, MO 64111 Controller-Fund Accounting, (37) ACSC (June 1997 to present) ------------------------------------------------------------------------------------------------------------------- C. Jean Wade Controller(1) 7 Vice President, ACSC Not Not applicable 4500 Main St. (February 2000 to present) applicable Kansas City, MO 64111 Controller-Fund Accounting, (40) ACSC (June 1997 to present) ------------------------------------------------------------------------------------------------------------------- Jon Zindel Tax Officer 6 Vice President, Corporate Tax, Not Not applicable 4500 Main Street ACSC (April 1998 to present) applicable Kansas City, MO 64111 Vice President, ACIM, ACIS (36) and other ACC subsidiaries (April 1999 to present) President, AMERICAN CENTURY EMPLOYEE BENEFIT SERVICES, INC. (January 2000 to December 2000) Treasurer, AMERICAN CENTURY EMPLOYEE BENEFIT SERVICES, INC. (December 2000 to December 2003) Treasurer, AMERICAN CENTURY VENTURES, INC. (December 1999 to January 2001) ------------------------------------------------------------------------------------------------------------------- (1) MS. WADE SERVES IN A SIMILAR CAPACITY FOR THE OTHER SEVEN INVESTMENT COMPANIES ADVISED BY ACIM. 18 THE BOARD OF TRUSTEES The Board of Trustees oversees the management of the funds and meets at least quarterly to review reports about fund operations. The board has the authority to manage the business of the funds on behalf of their investors, and it has all powers necessary or convenient to carry out that responsibility. Consequently, the trustees may adopt bylaws providing for the regulation and management of the affairs of the funds and may amend and repeal them to the extent that such bylaws do not reserve that right to the funds' investors. They may fill vacancies in or reduce the number of board members, and may elect and remove such officers and appoint and terminate such agents as they consider appropriate. They may appoint from their own number and establish and terminate one or more committees consisting of two or more trustees who may exercise the powers and authority of the board to the extent that the trustees determine. They may, in general, delegate such authority as they consider desirable to any officer of the funds, to any committee of the board and to any agent or employee of the funds or to any custodian, transfer or investor servicing agent, or principal underwriter. Any determination as to what is in the interests of the funds made by the trustees in good faith shall be conclusive. Board Review of Investment Management Contracts The Board of Trustees oversees each fund's management and performance on a continuous basis, and the board determines annually whether to approve and renew the fund's investment management agreement. ACIM provides the board with monthly, quarterly, and annual analyses of ACIM's performance in the following areas: * Investment performance of the funds (short-, medium- and long-term); * Management of brokerage commission and trading costs [equity funds only]; * Shareholder services provided; * Compliance with investment restrictions; and * Fund accounting services provided (including the valuation of portfolio securities); Leaders of each fund's portfolio management team meet with the board periodically to discuss the management and performance of the fund. When considering whether to renew an investment advisory contract, the board examines several factors, but does not identify any particular factor as controlling their decision. Some of the factors considered by the board include: the nature, extent, and quality of the advisory services provided as well as other material facts, such as the investment performance of the fund's assets managed by the adviser and the fair market value of the services provided. To assess these factors, the board reviews both ACIM's performance and that of its peers, as reported by independent gathering services such as Lipper Analytical Services (for fund performance and expenses) and National Quality Review (for shareholder services). Additional information is provided to the board detailing other sources of revenue to ACIM or its affiliates from its relationship with the fund and intangible or "fall-out" benefits that accrue to the adviser and its affiliates, if relevant, and the adviser's control of the investment expenses of the fund, such as transaction costs, including ways in which portfolio transactions for the fund are conducted and brokers are selected. The board also reviews the investment performance of each fund compared with a peer group of funds and an appropriate index or combination of indexes, in addition to a comparative analysis of the total expense ratios of, and advisory fees paid by, similar funds. 19 The board considered the level of ACIM's profits in respect to the management of the American Century family of funds, including the profitability of managing each fund. The board conducted an extensive review of ACIM's methodology in allocating costs to the management of each fund. The board concluded that the cost allocation methodology employed by ACIM has a reasonable basis and is appropriate in light of all of the circumstances. They considered the profits realized by ACIM in connection with the operation of each fund and whether the amount of profit is a fair entrepreneurial profit for the management of each fund. The board also considered ACIM's profit margins in comparison with available industry data, both accounting for and excluding marketing expenses. Based on their evaluation of all material factors assisted by the advice of independent legal counsel, the board, including the independent trustees, concluded that the existing management fee structures are fair and reasonable and that the existing investment management contracts should be continued. Committees The board has four standing committees to oversee specific functions of the fund's operations. Information about these committees appears in the table below. The trustee first named serves as chairman of the committee. NUMBER OF MEETINGS HELD DURING LAST COMMITTEE MEMBERS FUNCTION FISCAL YEAR ------------------------------------------------------------------------------------------------------------ Audit Kenneth E. Scott The Audit Committee recommends the engagement 4 Albert Eisenstat of the fund's independent auditors and oversees Jeanne D. Wohlers its activities. The committee receives reports from the advisor's Internal Audit Department, which is accountable to the committee. The committee also receives reporting about compliance matters affecting the Trust. ------------------------------------------------------------------------------------------------------------ Nominating Kenneth E. Scott The Nominating Committee primarily considers 0 Ronald J. Gilson and recommends individuals for nomination as Albert Eisenstat trustees. The names of potential trustee candidates Myron S. Scholes are drawn from a number of sources, including Jeanne D. Wohlers 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 Nominating Committee does not currently have a policy governing the circumstances under which it will or will not consider nominees recommended by shareholders. ------------------------------------------------------------------------------------------------------------ Portfolio Myron S. Scholes The Portfolio Committee reviews quarterly the 5 Kathryn A. Hall investment activities and strategies used to William M. Lyons manage fund assets. The committee regularly receives reports from portfolio managers, credit analysts and other investment personnel concerning the fund's investments. ------------------------------------------------------------------------------------------------------------ Quality Ronald J. Gilson The Quality of Service Committee previews the level 4 of Myron S. Scholes and quality of transfer agent and administrative Service William M. Lyons services provided to the fund and its shareholders. John B. Shoven It receives and reviews reports comparing those services to those of fund competitors and seeks to improve such services where feasible and appropriate. ------------------------------------------------------------------------------------------------------------ 20 COMPENSATION OF TRUSTEES The trustees serve as trustees for eight American Century investment companies. Each trustee who is not an interested person as defined in the Investment Company Act receives compensation for service as a member of the board of all eight such companies based on a schedule that takes into account the number of meetings attended and the assets of the fund for which the meetings are held. These fees and expenses are divided among the eight investment companies based, in part, upon their relative net assets. Under the terms of the management agreement with the advisor, the funds are responsible for paying such fees and expenses. The following table shows the aggregate compensation paid by the funds for the periods indicated and by the eight investment companies served by the board to each trustee who is not an interested person as defined in the Investment Company Act. AGGREGATE TRUSTEE COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2003 ------------------------------------------------------------------------------- TOTAL COMPENSATION FROM TOTAL COMPENSATION FROM THE AMERICAN CENTURY NAME OF TRUSTEE THE FUND(1) FAMILY OF FUNDS(2) ------------------------------------------------------------------------------- Albert A. Eisenstat $8,280 $78,500 ------------------------------------------------------------------------------- Ronald J. Gilson $8,389 $83,500 ------------------------------------------------------------------------------- Kathryn A. Hall $8,250 $77,000 ------------------------------------------------------------------------------- Myron S. Scholes $8,217 $76,000 ------------------------------------------------------------------------------- Kenneth E. Scott $8,404 $84,250 ------------------------------------------------------------------------------- John B. Shoven $8,265 $77,750 ------------------------------------------------------------------------------- Jeanne D. Wohlers $8,265 $77,750 ------------------------------------------------------------------------------- (1) INCLUDES COMPENSATION PAID TO THE TRUSTEES DURING THE FISCAL YEAR ENDED DECEMBER 31, 2003, AND ALSO INCLUDES AMOUNTS DEFERRED AT THE ELECTION OF THE TRUSTEES UNDER THE AMERICAN CENTURY MUTUAL FUNDS' INDEPENDENT DIRECTORS DEFERRED COMPENSATION PLAN. (2) INCLUDES COMPENSATION PAID BY THE EIGHT INVESTMENT COMPANY MEMBERS OF THE AMERICAN CENTURY FAMILY OF FUNDS SERVED BY THIS BOARD. THE TOTAL AMOUNT OF DEFERRED COMPENSATION INCLUDED IN THE PRECEDING TABLE IS AS FOLLOWS: MR. EISENSTAT, $78,500; MR. GILSON, $83,800; MS. HALL, $38,500; MR. SCHOLES, $38,000; MR. SCOTT, $84,250 AND MR. SHOVEN, $77,750. The fund has adopted the American Century Mutual Funds' Independent Directors Deferred Compensation Plan. Under the plan, the independent trustees may defer receipt of all or any part of the fees to be paid to them for serving as trustees of the fund. All deferred fees are credited to an account established in the name of the trustees. The amounts credited to the account then increase or decrease, as the case may be, in accordance with the performance of one or more of the American Century funds that are selected by the trustee. 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. Trustees are allowed to change their designation of mutual funds from time to time. No deferred fees are payable until such time as a trustee resigns, retires or otherwise ceases to be a member of the Board of Trustees. Trustees may receive deferred fee account balances either in a lump sum payment or in substantially equal installment payments to be made over a period not to exceed 10 years. Upon the death of a trustee, all remaining deferred fee account balances are paid to the trustee's beneficiary or, if none, to the trustee's estate. 21 The plan is an unfunded plan and, accordingly, the fund has no obligation to segregate assets to secure or fund the deferred fees. To date, the fund has voluntarily funded its obligations. The rights of trustees to receive their deferred fee account balances are the same as the rights of a general unsecured creditor of the fund. The plan may be terminated at any time by the administrative committee of the plan. If terminated, all deferred fee account balances will be paid in a lump sum. No deferred fees were paid to any trustee under the plan during the fiscal year ended December 31, 2003. OWNERSHIP OF FUND SHARES The trustees owned shares in the fund as of December 31, 2003, as shown in the table below: NAME OF TRUSTEES ------------------------------------------------------------------------------------------------------------- ALBERT RONALD J. KATHRYN A. WILLIAM M. EISENSTAT GILSON HALL LYONS ------------------------------------------------------------------------------------------------------------- Dollar Range of Equity Securities in the Fund: International Bond A A A A ------------------------------------------------------------------------------------------------------------- Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustees in Family of Investment Companies E E C E ------------------------------------------------------------------------------------------------------------- NAME OF TRUSTEES ------------------------------------------------------------------------------------------------------------- MYRON S. KENNETH E. JOHN B. JEANNE D. SCHOLES SCOTT SHOVEN WOHLERS ------------------------------------------------------------------------------------------------------------- Dollar Range of Equity Securities in the Fund: International Bond A A A A ------------------------------------------------------------------------------------------------------------- Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustees in Family of Investment Companies E E D E ------------------------------------------------------------------------------------------------------------- RANGES: A--NONE, B--$1-$10,000, C--$10,001-$50,000, D--$50,001-$100,000, E--MORE THAN $100,000 CODE OF ETHICS The fund, its investment advisor, principal underwriter and subadvisor have adopted a code of ethics under Rule 17j-1 of the Investment Company Act. The code of ethics permits personnel subject to the code to invest in securities, including securities that may be purchased or held by the fund, provided that they first obtain approval from the compliance department before making such investments. 22 PROXY VOTING GUIDELINES The Advisor is responsible for exercising the voting rights associated with the securities purchased and/or held by the funds. In exercising its voting obligations, the Advisor is guided by general fiduciary principles. It must act prudently, solely in the interest of the funds, and for the exclusive purpose of providing benefits to them. The Advisor attempts to consider all factors of its vote that could affect the value of the investment. The funds' Board of Trustees has approved the Advisor's Proxy Voting Guidelines to govern the Advisor's proxy voting activities. The Advisor and the board have agreed on certain significant contributors to shareholder value with respect to a number of matters that are often the subject of proxy solicitations for shareholder meetings. The Proxy Voting Guidelines specifically address these considerations and establish a framework for the Advisor's consideration of the vote that would be appropriate for the funds. In particular, the Proxy Voting Guidelines outline principles and factors to be considered in the exercise of voting authority for proposals addressing: * Election of Trustees * Ratification of Selection of Auditors * Equity-Based Compensation Plans * Anti-Takeover Proposals * Cumulative Voting * Staggered Boards * "Blank Check" Preferred Stock * Elimination of Preemptive Rights * Non-targeted Share Repurchase * Increase in Authorized Common Stock * "Supermajority" Voting Provisions or Super Voting Share Classes * "Fair Price" Amendments * Limiting the Right to Call Special Shareholder Meetings * Poison Pills or Shareholder Rights Plans * Golden Parachutes * Reincorporation * Confidential Voting * Opting In or Out of State Takeover Laws * Shareholder Proposals Involving Social, Moral or Ethical Matters * Anti-Greenmail Proposals * Changes to Indemnification Provisions * Non-Stock Incentive Plans * Trustee Tenure * Trustees' Stock Options Plans * Trustee Share Ownership Finally, the Proxy Voting Guidelines establish procedures for voting of proxies in cases in which the Advisor may have a potential conflict of interest. Companies with which the Advisor has direct business relationships could theoretically use these relationships to attempt to unduly influence the manner in which American Century votes on matters for the funds. To ensure that such a conflict of interest does not affect proxy votes cast for the funds, all discretionary (including case-by-case) voting for these companies will be voted in direct consultation with a committee of the independent directors of the funds. A copy of the Advisor's Proxy Voting Guidelines are available on the funds' website at www.americancentury.com. 23 THE FUND'S PRINCIPAL SHAREHOLDERS As of April 2, 2004, the following companies were the record owners of more than 5% of the outstanding shares of any class of the fund: PERCENTAGE OF PERCENTAGE OF OUTSTANDING OUTSTANDING SHARES OWNED SHARES OWNED FUND/CLASS SHAREHOLDER OF RECORD BENEFICIALLY(1) ----------------------------------------------------------------------------------------------------- International Bond ----------------------------------------------------------------------------------------------------- Investor Charles Schwab & Co. Inc. FBO Various Clients San Francisco, CA 21% 0% National Financial Services Corp. FBO Various Clients New York, NY 52% 0% Pershing LLC FBO Various Clients Jersey City, NJ 14% 0% ----------------------------------------------------------------------------------------------------- Advisor Charles Schwab & Co. Inc. FBO Various Clients San Francisco, CA 29% 0% National Financial Services Corp. FBO Various Clients New York, NY 11% 0% Pershing LLC FBO Various Clients Jersey City, NJ 6% 0% ----------------------------------------------------------------------------------------------------- (1) IF SHARES ARE REGISTERED IN AN INDIVIDUAL'S NAME OR IN THE NAME OF AN INTERMEDIARY FOR THE BENEFIT OF A NAMED PARTY, WE REPORT THOSE SHARES AS BEING BENEFICIALLY OWNED. OTHERWISE, AMERICAN CENTURY HAS NO INFORMATION CONCERNING BENEFICIAL OWNERSHIP OF FUND SHARES. Although Charles Schwab & Co., Inc., San Francisco, CA, is the record owner of more than 25% of the shares of American Century International Bond Funds, it is not a control person because it is not the beneficial owner of such shares. The fund is unaware of any other shareholders, beneficial or of record, who own more than 5% of the voting securities of American Century International Bond Funds. As of April 2, 2004, the officers and trustees of the fund, as a group, owned less than 1% of any class of the fund's outstanding shares. SERVICE PROVIDERS The fund has no employees. To conduct its day-to-day activities, the fund has hired a number of service providers. Each service provider has a specific function to fill on behalf of the fund that is described below. ACIM, ACSC and ACIS are wholly owned by ACC. James E. Stowers, Jr., Chairman of ACC, controls ACC by virtue of his ownership of a majority of its voting stock. INVESTMENT ADVISOR American Century Investment Management, Inc. serves as the investment advisor for the fund. A description of the responsibilities of the advisor appears in the Prospectus under the heading MANAGEMENT. For the services provided to the fund, the advisor receives a monthly fee based on a percentage of the average net assets of the fund. The annual rate at which this fee is assessed is determined monthly in a two-step process. First, a fee rate schedule is applied to the assets of all the funds of its investment category managed by the advisor (the Invest- 24 ment Category Fee). The three investment categories are money market funds, bond funds and equity funds. When calculating the fee for a money market fund, for example, all of the assets of the money market funds managed by the advisor are aggregated and the fee rate is applied to the total. Second, a separate fee rate schedule is applied to the assets of all the funds managed by the advisor (the Complex Fee). The amounts calculated using the Investment Category Fee and the Complex Fee are then added to determine the unified management fee payable by a fund to the advisor. The schedules by which the unified management fee is determined are shown in the following tables. The Investment Category Fees are determined according to the schedule below. INVESTMENT CATEGORY FEE SCHEDULE FOR INTERNATIONAL BOND -------------------------------------------------------------------------------- CATEGORY ASSETS FEE RATE -------------------------------------------------------------------------------- First $1 billion 0.6100% Next $1 billion 0.5580% Next $3 billion 0.5280% Next $5 billion 0.5080% Next $15 billion 0.4950% Next $25 billion 0.4930% Thereafter 0.4925% -------------------------------------------------------------------------------- The Complex Fee is determined according to the schedule below. COMPLEX FEE SCHEDULE -------------------------------------------------------------------------------- FEE RATE FEE RATE COMPLEX ASSETS INVESTOR CLASS ADVISOR CLASS -------------------------------------------------------------------------------- First $2.5 billion 0.3100% 0.0600% Next $7.5 billion 0.3000% 0.0500% Next $15 billion 0.2985% 0.0485% Next $25 billion 0.2970% 0.0470% Next $50 billion 0.2960% 0.0460% Next $100 billion 0.2950% 0.0450% Next $100 billion 0.2940% 0.0440% Next $200 billion 0.2930% 0.0430% Next $250 billion 0.2920% 0.0420% Next $500 billion 0.2910% 0.0410% Thereafter 0.2900% 0.0400% -------------------------------------------------------------------------------- The Complex Fee schedule for the Advisor Class is lower by 0.2500% at each graduated step. On the first business day of each month, the fund pays a management fee to the advisor for the previous month at the specified rate. The fee for the previous month is calculated by multiplying the applicable fee for the fund by the aggregate average daily closing value of the fund's net assets during the previous month. This number is then multiplied by a fraction, the numerator of which is the number of days in the previous month and the denominator of which is 365 (366 in leap years). The management agreement between the Trust and the advisor shall continue in effect until the earlier of the expiration of two years from the date of its execution or until the first meeting of fund shareholders following such execution and for as long thereafter as its continuance is specifically approved at least annually by (1) the fund's Board of Trustees, or a majority of outstanding shareholder votes (as defined in the Investment Company Act); and 25 (2) the vote of a majority of the trustees of the fund who are not parties to the agreement, or interested persons of the advisor, cast in person at a meeting called for the purpose of voting on such approval. The management agreement states that the fund's Board of Trustees or a majority of outstanding shareholder votes may terminate the management agreement at any time without payment of any penalty on 60 days' written notice to the advisor. The management agreement shall be automatically terminated if it is assigned. The management agreement states that the advisor shall not be liable to the fund or its shareholders for anything other than willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties. The management agreement also provides that the advisor and its officers, trustees or directors and employees may engage in other business, render services to others, and devote time and attention to any other business whether of a similar or dissimilar nature. Certain investments may be appropriate for the fund and also for other clients advised by the subadvisor. Investment decisions for the fund and other clients are made with a view to achieving their respective investment objectives after consideration of such factors as their current holdings, availability of cash for investment and the size of their investment generally. A particular security may be bought or sold for only one client or fund, or in different amounts and at different times for more than one but less than all clients or funds. In addition, purchases or sales of the same security may be made for two or more clients or funds on the same date. Such transactions will be allocated among clients in a manner believed by the subadvisor to be equitable to each. In some cases this procedure could have an adverse effect on the price or amount of the securities purchased or sold by the fund. The subadvisor may aggregate purchase and sale orders of the fund with purchase and sale orders of its other clients when the subadvisor believes that such aggregation provides the best execution for the fund. The Board of Trustees has approved the policy of the advisor and subadvisor with respect to the aggregation of portfolio transactions. Where portfolio transactions have been aggregated, the fund participates at the average share price for all transactions in that security on a given day and allocates transaction costs on a pro rata basis. The subadvisor will not aggregate portfolio transactions of the fund unless it believes such aggregation is consistent with its duty to seek best execution on behalf of the fund and the terms of the management agreement. The subadvisor receives no additional compensation or remuneration as a result of such aggregation. Unified management fees incurred by the fund for the fiscal periods ended December 31, 2003, 2002 and 2001, are indicated in the following table. UNIFIED MANAGEMENT FEES ------------------------------------------------------------------------------- FUND/CLASS 2003 2002 2001 ------------------------------------------------------------------------------- International Bond Investor $4,088,346 $1,452,644 $945,083 ------------------------------------------------------------------------------- Advisor $56,569 $14,118 $9,211 ------------------------------------------------------------------------------- The investment management agreement provides that the advisor may delegate certain responsibilities under the agreement to a subadvisor. Currently, JPMIM serves as subadvisor to the fund under a subadvisory agreement between the manager and JPMIM dated August 1, 1997, that was approved by shareholders on July 30, 1997. This supersedes subadvisory agreements dated June 1, 1995, June 1, 1994 and December 31, 1991. The subadvisory agreement continues for an initial period of two years and thereafter so long as continuance is specifically approved by vote of a majority of the fund's outstanding voting securities or by vote of a majority of the fund's trustees, including a majority of those trustees who are neither parties to the agreement nor interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The subadvisory agreement is subject to termination without penalty on 60 days' written 26 notice by the advisor, the Board of Trustees, or a majority of the fund's outstanding shareholder votes or 12 months' written notice by JPMIM and will terminate automatically in the event of (i) its assignment or (ii) termination of the investment advisory agreement between the fund and the advisor. The subadvisory agreement provides that JPMIM will make investment decisions for the fund in accordance with the fund's investment objective, policies, and restrictions, and whatever additional written guidelines it may receive from the advisor from time to time. For these services, the advisor pays JPMIM a monthly fee at an annual rate of 0.20% of the fund's average daily net assets up to $200 million; and 0.15% of average daily net assets over $200 million. Under the 1991 subadvisory agreement, the advisor paid JPMIM a monthly fee at an annual rate of 0.25% of average daily net assets up to $200 million, and 0.05% of average daily net assets in excess of $200 million, with a minimum annual fee of $250,000. For the fiscal years ended December 31, 2003, 2002 and 2001 the manager paid JPMIM subadvisory fees as listed in the following table: JPMIM SUBADVISORY FEES -------------------------------------------------------------------------------- 2003 $943,339 -------------------------------------------------------------------------------- 2002 $283,250 -------------------------------------------------------------------------------- 2001 $226,521 -------------------------------------------------------------------------------- TRANSFER AGENT AND ADMINISTRATOR American Century Services Corporation (ACSC), 4500 Main Street, Kansas City, Missouri 64111, serves as transfer agent and dividend-paying agent for the fund. It provides physical facilities, computer hardware and software and personnel, for the day-to-day administration of the fund and the advisor. The advisor pays ACSC's costs for serving as transfer agent and dividend-payment agent for the fund out of the advisor's unified management fee. For a description of this fee and the terms of its payment, see the above discussion under the caption INVESTMENT ADVISOR on page 24. From time to time, special services may be offered to shareholders who maintain higher share balances in our family of funds. These services may include the waiver of minimum investment requirements, expedited confirmation of shareholder transactions, newsletters and a team of personal representatives. Any expenses associated with these special services will be paid by the advisor. DISTRIBUTOR The fund's shares are distributed by American Century Investment Services, Inc. (ACIS), a registered broker-dealer. The distributor is a wholly owned subsidiary of ACC, and its principal business address is 4500 Main Street, Kansas City, Missouri 64111. The distributor is the principal underwriter of the fund's shares. The distributor makes a continuous, best-efforts underwriting of the fund's shares. This means the distributor has no liability for unsold shares. The advisor pays ACIS's costs for serving as principal underwriter of the fund's shares out of the advisor's unified management fee. For a description of this fee and the terms of its payment, see the above discussion under the caption INVESTMENT ADVISOR on page 24. ACIS does not earn commissions for distributing the fund's shares. Certain financial intermediaries unaffiliated with the distributor or the funds may perform various administrative and shareholder services for their clients who are invested in the funds. These services may include assisting with fund purchases, redemptions and exchanges, distributing information about the funds and their performance, preparing and distributing client account statements, and other administrative and shareholder services, and would otherwise be provided by the distributor or its affiliates. The distributor may pay fees out of its own resources to such financial intermediaries for providing these services. 27 OTHER SERVICE PROVIDERS CUSTODIAN BANKS State Street Bank and Trust Company, 801 Pennsylvania Avenue, Kansas City, Missouri 64105, and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105, each serves as custodian of the fund's assets. The custodians take no part in determining the investment policies of the fund or in deciding which securities are purchased or sold by the fund. The fund, however, may invest in certain obligations of the custodians and may purchase or sell certain securities from or to the custodians. INDEPENDENT ACCOUNTANTS PricewaterhouseCoopers LLP are the independent accountants of the fund. The address of PricewaterhouseCoopers LLP is 1055 Broadway, 10th Floor, Kansas City, Missouri 64105. As the independent accountant of the fund, PricewaterhouseCoopers LLP provides services including (1) auditing the annual financial statements for the fund, (2) assisting and consulting in connection with SEC filings, and (3) reviewing the annual federal income tax return filed for the fund. BROKERAGE ALLOCATION Under the management agreement between the fund and the advisor, and under the Subadvisory Agreement between the advisor and the subadvisor, the subadvisor has the responsibility of selecting brokers and dealers to execute portfolio transactions. In many transactions, the selection of the broker or dealer is determined by the availability of the desired security and its offering price. In other transactions, the selection of broker or dealer is a function of the selection of market and the negotiation of price, as well as the broker's general execution and operational and financial capabilities in the type of transaction involved. The subadvisor will seek to obtain prompt execution of orders at the most favorable prices or yields. The subadvisor may choose to purchase and sell portfolio securities from and to dealers who provide statistical and other information and services, including research, to the fund and to the subadvisor. Such information or services will be in addition to and not in lieu of the services required to be performed by the subadvisor, and the expenses of the subadvisor will not necessarily be reduced as a result of the receipt of such supplemental information. Purchases of securities from underwriters typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer's mark-up (i.e., a spread between the bid and asked prices). During the fiscal years ended December 31, 2001, 2002 and 2003, the fund did not pay any brokerage commissions. REGULAR BROKER-DEALERS As of the end of its most recently completed fiscal year, the fund owned no securities of its regular brokers or dealers (as defined by Rule 10b-1 under the Investment Company Act of 1940) or of their parent companies. 28 INFORMATION ABOUT FUND SHARES The fund is a series of shares issued by the Trust, and shares of the fund have equal voting rights. In addition, each series (or fund) may be divided into separate classes. See MULTIPLE CLASS STRUCTURE which follows. Additional funds and classes may be added without a shareholder vote. The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest without par value, which may be issued in series (or funds). Shares issued are fully paid and nonassessable and have no preemptive, conversion or similar rights. Voting rights are not cumulative, so that investors holding more than 50% of the Trust's (all funds') outstanding shares may be able to elect a Board of Trustees. The Trust undertakes dollar-based voting, meaning that the number of votes a shareholder is entitled to is based upon the dollar amount of the shareholder's investment. The election of trustees is determined by the votes received from all the Trust's shareholders without regard to whether a majority of shares of any one fund voted in favor of a particular nominee or all nominees as a group. Shares of each fund have equal voting rights, although each fund votes separately on matters affecting that fund exclusively. Shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for its obligations. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust. The Declaration of Trust also provides for indemnification and reimbursement of expenses of any shareholder held personally liable for obligations of the Trust. The Declaration of Trust provides that the Trust will, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. The Declaration of Trust further provides that the Trust may maintain appropriate insurance (for example, fidelity, bonding and errors and omissions insurance) for the protection of the Trust, its shareholders, trustees, officers, employees and agents to cover possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss as a result of shareholder liability is limited to circumstances in which both inadequate insurance exists and the Trust is unable to meet its obligations. The assets belonging to each series or class of shares are held separately by the custodian and the shares of each series or class represent a beneficial interest in the principal, earnings and profit (or losses) of investments and other assets held for each fund or class. Within their respective series or class, all shares have equal redemption rights. Each share, when issued, is fully paid and non-assessable. In the event of complete liquidation or dissolution of the fund, shareholders of each series or class of shares will be entitled to receive, pro rata, all of the assets less the liabilities of that series or class. Each shareholder has rights to dividends and distributions declared by the fund he or she owns and to the net assets of such fund upon its liquidation or dissolution proportionate to his or her share ownership interest in the fund. MULTIPLE CLASS STRUCTURE The Trust's Board of Trustees has adopted a multiple class plan (the Multiclass Plan) pursuant to Rule 18f-3 adopted by the SEC. Pursuant to such plan, the fund may issue up to two classes of shares: an Investor Class and an Advisor Class. The Investor Class is made available to investors directly without any load or commission, for a single unified management fee. The Advisor Class is made available to institutional shareholders or through financial intermediaries that do not require the same level of 29 shareholder and administrative services from the advisor as Investor Class shareholders. As a result, the advisor is able to charge this class a lower total management fee. In addition to the management fee, however, Advisor Class shares are subject to a Master Distribution and Shareholder Services Plan (the Plan) described below. The Plan has been adopted by the fund's Board of Trustees and initial shareholder in accordance with Rule 12b-1 adopted by the SEC under the Investment Company Act. Rule 12b-1 Rule 12b-1 permits an investment company to pay expenses associated with the distribution of its shares in accordance with a plan adopted by its Board of Trustees and approved by its shareholders. Pursuant to such rule, the Board of Trustees and initial shareholder of the fund's Advisor Class have approved and entered into a Master Distribution and Shareholder Services Plan (the Plan). In adopting the Plan, the Board of Trustees (including a majority of trustees who are not interested persons of the fund [as defined in the Investment Company Act], hereafter referred to as the independent trustees) determined that there was a reasonable likelihood that the Plan would benefit the fund and the shareholders of the affected class. Some of the anticipated benefits include improved name recognition of the funds generally; and growing assets in existing funds, which helps retain and attract investment management talent, provides a better environment for improving fund performance, and can lower the total expense ratio for funds with stepped-fee schedules. Pursuant to Rule 12b-1, information with respect to revenues and expenses under the Plan is presented to the Board of Trustees quarterly for its consideration in connection with its deliberations as to the continuance of the Plan. Continuance of the Plan must be approved by the Board of Trustees (including a majority of the independent trustees) annually. The Plan may be amended by a vote of the Board of Trustees (including a majority of the independent trustees), except that the Plan may not be amended to materially increase the amount to be spent for distribution without majority approval of the shareholders of the affected class. The Plan terminates automatically in the event of an assignment and may be terminated upon a vote of a majority of the independent trustees or by vote of a majority of the outstanding voting securities of the affected class. All fees paid under the Plan will be made in accordance with Section 26 of the Conduct Rules of the National Association of Securities Dealers (NASD). Master Distribution and Shareholder Services Plan (Advisor Class Plan) As described in the Prospectus, the fund's Advisor Class shares are made available to participants in employer-sponsored retirement or savings plans and to persons purchasing through financial intermediaries, such as banks, broker-dealers and insurance companies. The fund's distributor enters into contracts with various banks, broker-dealers, insurance companies and other financial intermediaries, with respect to the sale of the fund's shares and/or the use of the fund's shares in various investment products or in connection with various financial services. Certain recordkeeping and administrative services that are provided by the fund's transfer agent for the Investor Class shareholders may be performed by a plan sponsor (or its agents) or by a financial intermediary for Advisor Class investors. In addition to such services, the financial intermediaries provide various distribution services. To enable the fund's shares to be made available through such plans and financial intermediaries, and to compensate them for such services, the fund's advisor has reduced its management fee by 0.25% per annum with respect to the Advisor Class shares and the fund's Board of Trustees has adopted a Master Distribution and Shareholder Services Plan (the Advisor Class Plan). Pursuant to the Advisor Class Plan, the Advisor Class pays the fund's distributor a fee of 0.50% annually of the aggregate average daily asset value of the fund's Advisor Class 30 shares, 0.25% of which is paid for shareholder services (described below) and 0.25% of which is paid for distribution services (described below). This payment is fixed at 0.50% and is not based on expenses incurred by the distributor. During the fiscal year ended December 31, 2003, the aggregate amount of fees paid under the Plan was $48,736. The distributor then makes these payments to the financial intermediaries who offer the Advisor Class shares for past individual shareholder and distribution services, as described below. No portion of these payments is used by the distributor to pay for advertising, printing costs or interest expenses. Payments may be made for a variety of shareholder services, including, but are not limited to, (a) receiving, aggregating and processing purchase, exchange and redemption requests from beneficial owners of shares (including contract owners of insurance products that utilize the fund as underlying investment media) and placing purchase, exchange and redemption orders with the fund's distributors; (b) providing shareholders with a service that invests the assets of their accounts in shares pursuant to specific or pre-authorized instructions; (c) processing dividend payments from the fund on behalf of shareholders and assisting shareholders in changing dividend options, account designations and addresses; (d) providing and maintaining elective services such as check writing and wire transfer services; (e) acting as shareholder of record and nominee for beneficial owners; (f) maintaining account records for shareholders and/or other beneficial owners (g) issuing confirmations of transactions; (h) providing subaccounting with respect to shares beneficially owned by customers of third parties or providing the information to the fund as necessary for such subaccounting; (i) preparing and forwarding investor communications from the fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to shareholders and/or other beneficial owners; and (j) providing other similar administrative and sub-transfer agency services. Shareholder services do not include those activities and expenses that are primarily intended to result in the sale of additional shares of the fund. During the fiscal year ended December 31, 2003, the amount of fees paid under the Advisor Class Plan for shareholder services was $24,368. Distribution services include any activity undertaken or expense incurred that is primarily intended to result in the sale of Advisor Class shares, which services may include but are not limited to, (a) payment of sales commissions, on going commissions and other payments to brokers, dealers, financial institutions or others who sell Advisor Class shares pursuant to Selling Agreements; (b) compensation to registered representatives or other employees of the Distributor who engage in or support distribution of the fund's Advisor Class shares; (c) compensation to, and expenses (including overhead and telephone expenses) of, distributor; (d) printing prospectuses, statements of additional information and reports for other-than-existing shareholders; (e) preparing, printing and distributing sales literature and advertising materials provided to the fund's shareholders and prospective shareholders; 31 (f) receiving and answering correspondence from prospective shareholders, including distributing prospectuses, statements of additional information, and shareholder reports; (g) providing facilities to answer questions from prospective investors about fund shares; (h) complying with federal and state securities laws pertaining to the sale of fund shares; (i) assisting shareholders in completing application forms and selecting dividend and other account options; (j) providing other reasonable assistance in connection with the distribution of fund shares; (k) organizing and conducting sales seminars and payments in the form of transactional and compensation or promotional incentives; (l) profit on the foregoing; (m) paying service fees for the provision of personal, continuing services to investors, as contemplated by the Conduct Rules of the NASD; and (n) such other distribution and services activities as the advisor determines may be paid for by the fund pursuant to the terms of the agreement between the Trust and the fund's distributor and in accordance with Rule 12b-1 of the Investment Company Act. During the fiscal year ended December 31, 2003, the amount of fees paid under the Advisor Class Plan for distribution services was $24,368 . Dealer Concessions From time to time, the distributor may provide additional concessions to dealers, including but not limited to payment assistance for conferences and seminars, provision of sales or training programs for dealer employees and/or the public (including, in some cases, payment for travel expenses for registered representatives and other dealer employees who participate), advertising and sales campaigns about a fund or funds, and assistance in financing dealer-sponsored events. Other concessions may be offered as well, and all such concessions will be consistent with applicable law, including the then-current rules of the National Association of Securities Dealers, Inc. Such concessions will not change the price paid by investors for shares of the funds. BUYING AND SELLING FUND SHARES Information about buying, selling, exchanging and converting fund shares is contained in the fund's Prospectuses. The Prospectuses are available to investors without charge and may be obtained by calling us. VALUATION OF THE FUND'S SECURITIES The fund's net asset value per share (NAV) is calculated as of the close of business of the New York Stock Exchange (the Exchange), each day the Exchange is open for business. The Exchange usually closes at 4 p.m. Eastern time. The Exchange typically observes the following holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Although the fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule at any time. The fund's NAV is calculated by adding the value of all portfolio securities and other assets, deducting liabilities and dividing the result by the number of shares outstanding. Expenses and interest earned on portfolio securities are accrued daily. 32 Debt securities not traded on a principal securities exchange are valued through valuations obtained from a commercial pricing service or at the most recent mean of the bid and asked prices provided by investment dealers in accordance with procedures established by the Board of Trustees. The subadvisor typically completes its trading on behalf of the fund in various markets before the Exchange closes for the day. Foreign currency exchange rates also are determined prior to the close of the Exchange. If an event were to occur after the value of a security was established but before the net asset value per share was determined that was likely to materially change the net asset value, then that security would be valued at fair value as determined in accordance with procedures adopted by the Board of Trustees. Securities maturing within 60 days of the valuation date may be valued at cost, plus or minus an amortized discount or premium, unless the trustees determine that this would not result in fair valuation of a given security. Other assets and securities for which quotations are not readily available are valued in good faith at their fair value using methods approved by the Board of Trustees. The value of an exchange-traded foreign security is determined in its national currency as of the close of trading on the foreign exchange on which it is traded or as of the close of business on the New York Stock Exchange, if that is earlier. That value is then translated to dollars at the prevailing foreign exchange rate. Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed at various times before the close of business on each day that the New York Stock Exchange is open. If an event were to occur after the value of a security was established, but before the net asset value per share was determined, that was likely to materially change the net asset value, then that security would be valued at fair value as determined in accordance with procedures adopted by the Board of Trustees. Trading of these securities in foreign markets may not take place on every day that the Exchange is open. In addition, trading may take place in various foreign markets and on some electronic trading networks on Saturdays or on other days when the Exchange is not open and on which the funds' net asset values are not calculated. Therefore, such calculations do not take place contemporaneously with the determination of the prices of many of the portfolio securities used in such calculation, and the value of the funds' portfolios may be affected on days when shares of the funds may not be purchased or redeemed. TAXES FEDERAL INCOME TAX The fund intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). By so qualifying, the fund will be exempt from federal income taxes to the extent that it distributes substantially all of its net investment income and net realized capital gains (if any) to investors. If the fund fails to qualify as a regulated investment company, it will be liable for taxes, significantly reducing its distributions to investors and eliminating investors' ability to treat distributions from the fund in the same manner in which they were realized by the fund. If fund shares are purchased through taxable accounts, distributions of net investment income and net short-term capital gains are taxable to you as ordinary income, unless they are designated as qualified dividend income and you meet a minimum required holding period with respect to your shares of a fund, in which case such distributions are taxed as long-term capital gains. Qualified dividend income is a dividend received by a fund from the stock of a domestic or qualifying foreign corporation, provided that the fund has held the stock for a required holding period. The required holding period for qualified dividend 33 income is met if the underlying shares are held more than 60 days in the 121-day period beginning 60 days prior to the ex-dividend date. Dividends received by the fund on shares of stock of domestic corporations may qualify for the 70% dividends received deduction to the extent that the fund held those shares for more than 45 days. Distributions from gains on assets held by the fund longer than 12 months are taxable as long-term gains regardless of the length of time you have held your shares in the fund. If you purchase shares in the fund and sell them at a loss within six months, your loss on the sale of those shares will be treated as a long-term capital loss to the extent of any long-term capital gains dividends you received on those shares. Dividends and interest received by the fund on foreign securities may give rise to withholding and other taxes imposed by foreign countries. However, tax conventions between certain countries and the United States may reduce or eliminate such taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by non-resident investors. Any foreign taxes paid by the fund will reduce its dividends distributions to investors. If more than 50% of the value of the fund's total assets at the end of its fiscal year consists of securities of foreign corporations, the fund may qualify for and make an election with the Internal Revenue Service with respect to such fiscal year so that fund shareholders may be able to claim a foreign tax credit in lieu of a deduction for foreign income taxes paid by the fund. If such an election is made, the foreign taxes paid by the fund will be treated as income received by you. In order for you to utilize the foreign tax credit, you must have held your shares for 16 days or more during the 30-day period, beginning 15 days prior to the ex-dividend date for the mutual fund shares. The mutual fund must meet a similar holding period requirement with respect to foreign securities to which a dividend is attributable. Any portion of the foreign tax credit that is ineligible as a result of the fund not meeting the holding period requirement will be deducted in computing net investment income. If you have not complied with certain provisions of the Internal Revenue Code and Regulations, either American Century or your financial intermediary is required by federal law to withhold and remit to the IRS the applicable federal withholding rate of reportable payments (which may include dividends, capital gains distributions and redemption proceeds). Those regulations require you to certify that the Social Security number or tax identification number you provide is correct and that you are not subject to withholding for previous under-reporting to the IRS. You will be asked to make the appropriate certification on your account application. Payments reported by us to the IRS that omit your Social Security number or tax identification number will subject us to a non-refundable penalty of $50, which will be charged against your account if you fail to provide the certification by the time the report is filed. A redemption of shares of the fund (including a redemption made in an exchange transaction) will be a taxable transaction for federal income tax purposes and you generally will recognize gain or loss in an amount equal to the difference between the basis of the shares and the amount received. If a loss is realized on the redemption of fund shares, the reinvestment in additional fund shares within 30 days before or after the redemption may be subject to the "wash sale" rules of the Code, resulting in a postponement of the recognition of such loss for federal income tax purposes. The fund's transactions in foreign currencies, forward contracts, options and futures contracts (including options and futures contracts on foreign currencies) will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the fund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the fund, defer fund losses, and affect the determination of whether capital gains and losses are characterized as long-term or short-term capital gains or losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require the fund to 34 mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were sold), which may cause the fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% and 98% distribution requirements for relief from income and excise taxes, respectively. The fund will monitor its transactions and may make such tax elections as fund management deems appropriate with respect to foreign currency, options, futures contracts or forward contracts. The fund's status as a regulated investment company may limit its transactions involving foreign currency, futures, options and forward contracts. Under the Code, gains or losses attributable to fluctuations in exchange rates that occur between the time the fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or loss. Similarly, in disposing of debt securities denominated in foreign currencies, certain forward currency contracts, or other instruments, gains or losses attributable to fluctuations in the value of a foreign currency between the date the security, contract, or other instrument is acquired and the date it is disposed of are also usually treated as ordinary income or loss. Under Section 988 of the Code, these gains or losses may increase or decrease the amount of the fund's investment company taxable income distributed to shareholders as ordinary income. STATE AND LOCAL TAXES Distributions by the fund also may be subject to state and local taxes, even if all or a substantial part of such distributions are derived from interest on U.S. government obligations which, if you received such interest directly, would be exempt from state income tax. However, most but not all states allow this tax exemption to pass through to fund shareholders when a fund pays distributions to its shareholders. You should consult your tax advisor about the tax status of such distributions in your state. HOW FUND PERFORMANCE INFORMATION IS CALCULATED The fund may quote performance in various ways. Fund performance may be shown by presenting one or more performance measurements, including cumulative total return, average annual total return or yield. All performance information advertised by the fund is historical in nature and is not intended to represent or guarantee future results. The value of fund shares when redeemed may be more or less than their original cost. Yield quotations are based on the investment income per share earned during a particular 30-day period, less expenses accrued during the period (net investment income), and are computed by dividing a fund's net investment income by its share price on the last day of the period, according to the following formula: YIELD = (2 [(a - b/cd+ 1)(6) - 1]) where a = dividends and interest earned during the period, b = expenses accrued for the period (net of reimbursements), c = the average daily number of shares outstanding during the period that were entitled to receive dividends, and d = the maximum offering price per share on the last day of the period. 35 The following table sets forth yield quotations for the two classes of the fund for the 30-day period ended December 31, 2003 (the last day of the fiscal year pursuant to computation methods prescribed by the SEC). FUND INVESTOR CLASS ADVISOR CLASS -------------------------------------------------------------------------------- International Bond 2.58% 2.34% -------------------------------------------------------------------------------- Total returns quoted in advertising and sales literature reflect all aspects of the fund's return, including the effect of reinvesting dividends and capital gain distributions (if any) and any change in a fund's NAV per share during the period. Average annual total returns are calculated by determining the growth or decline in value of a hypothetical historical investment in the fund during a stated period and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant throughout the period. For example, a cumulative total return of 100% over 10 years would produce an average annual return of 7.18%, which is the steady annual rate that would equal 100% growth on a compounded basis in 10 years. While average annual total returns are a convenient means of comparing investment alternatives, investors should realize that the fund's performance is not constant over time, but changes from year to year, and that average annual total returns represent averaged figures as opposed to actual year-to-year performance. The following tables set forth the average annual total return for the various classes of the fund for the one-, five- and 10-year periods (or the period since inception) ended December 31, 2003, the last day of the fund's most recent fiscal year. Average annual total returns for periods of less than one year are calculated by determining the fund's total return for the period, extending that return for a full year (assuming that performance remains constant throughout the year), and quoting the result as an annual return. Because the fund's return may not remain constant over the course of a year, these performance figures should be viewed as strictly hypothetical. Return Before Taxes shows the actual change in the value of the fund shares over the time periods shown, but does not reflect the impact of taxes on fund distributions or the sale of fund shares. The two after-tax returns take into account taxes that may be associated with owning the fund shares. Return After Taxes on Distributions is a fund's actual performance adjusted by the effect of taxes on distributions made by the fund during the periods shown. Return After Taxes on Distributions and Sale of Fund Shares is further adjusted to reflect the tax impact on any change in the value of fund shares as if they had been sold on the last day of the period. After-tax returns are calculated using the historical highest federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold fund shares through tax-deferred arrangements such as 401(k) plans or IRAs. AVERAGE ANNUAL TOTAL RETURNS - INVESTOR CLASS (FISCAL YEAR ENDED DECEMBER 31, 2003) ------------------------------------------------------------------------------------------- FUND 1 YEAR 5 YEARS 10 YEARS LIFE OF CLASS(1) ------------------------------------------------------------------------------------------- International Bond Return Before Taxes 19.91% 5.23% 6.76% 7.21% Return After Taxes on Distributions 17.19% 4.01% 5.10% N/A Return After Taxes on Distributions and Sale of Fund Shares 12.99% 3.73% 4.80% N/A ------------------------------------------------------------------------------------------- (1) COMMENCED OPERATIONS ON JANUARY 7, 1992. ONLY A FUND WITH PERFORMANCE HISTORY FOR LESS THAN 10 YEARS SHOWS AFTER-TAX RETURNS FOR LIFE OF CLASS. 36 AVERAGE ANNUAL TOTAL RETURNS -- ADVISOR CLASS (FISCAL YEAR ENDED DECEMBER 31, 2003) ------------------------------------------------------------------------------- FUND 1 YEAR 5 YEARS LIFE OF CLASS(1) ------------------------------------------------------------------------------- International Bond Return Before Taxes 19.60% 4.97% 5.22% Return After Taxes on Distributions 17.00% 3.83% 3.94% Return After Taxes on Distributions and Sale of Fund Shares 12.80% 3.56% 3.69% ------------------------------------------------------------------------------- (1) COMMENCED OPERATIONS ON OCTOBER 27, 1998. In addition to average annual total returns, the fund may quote unaveraged or cumulative total returns reflecting the simple change in value of an investment over a stated period, including periods other than one, five and 10 years. Average annual and cumulative total returns may be quoted as percentages or as dollar amounts and may be calculated for a single investment, a series of investments, or a series of redemptions over any time period. Total returns may be broken down into their components of income and capital (including capital gains and changes in share price) to illustrate the relationship of these factors and their contributions to total return. PERFORMANCE COMPARISONS The fund's performance may be compared with the performance of other mutual funds tracked by mutual fund rating services or with other indices of market performance. This may include comparisons with funds that are sold with a sales charge or deferred sales charge. Sources of economic data that may be used for such comparisons may include, but are not limited to, U.S. Treasury bill, note and bond yields, money market fund yields, U.S. government debt and percentage held by foreigners, the U.S. money supply, net free reserves, and yields on current-coupon GNMAs (source: Board of Governors of the Federal Reserve System); the federal funds and discount rates (source: Federal Reserve Bank of New York); yield curves for U.S. Treasury securities and AA/AAA-rated corporate securities (source: Bloomberg Financial Markets); yield curves for AAA-rated tax-free municipal securities (source: Telerate); yield curves for foreign government securities (sources: Bloomberg Financial Markets and Data Resources, Inc.); total returns on foreign bonds (source: J.P. Morgan Securities Inc.); various U.S. and foreign government reports; the junk bond market (source: Data Resources, Inc.); the CRB Futures Index (source: Commodity Index Report); the price of gold (sources: London a.m./p.m. fixing and New York Comex Spot Price); rankings of any mutual fund or mutual fund category tracked by Lipper Analytical Services, Inc. or Morningstar, Inc.; mutual fund rankings published in major, nationally distributed periodicals; data provided by the Investment Company Institute; Ibbotson Associates, Stocks, Bonds, Bills, and Inflation; major indices of stock market performance; and indices and historical data supplied by major securities brokerage or investment advisory firms. The fund also may utilize reprints from newspapers and magazines furnished by third parties to illustrate historical performance. 37 PERMISSIBLE ADVERTISING INFORMATION From time to time, the fund may, in addition to any other permissible information, include the following types of information in advertisements, supplemental sales literature and reports to shareholders: (1) discussions of general economic or financial principles (such as the effects of compounding and the benefits of dollar-cost averaging); (2) discussions of general economic trends; (3) presentations of statistical data to supplement such discussions; (4) descriptions of past or anticipated portfolio holdings for the fund; (5) descriptions of investment strategies for the fund; (6) descriptions or comparisons of various savings and investment products (including, but not limited to, qualified retirement plans and individual stocks and bonds), which may or may not include the fund; (7) comparisons of investment products (including the fund) with relevant market or industry indices or other appropriate benchmarks; (8) discussions of fund rankings or ratings by recognized rating organizations; and (9) testimonials describing the experience of persons that have invested in the fund. The fund may also include calculations, such as hypothetical compounding examples, which describe hypothetical investment results in such communications. Such performance examples will be based on an express set of assumptions and are not indicative of the performance of the fund. MULTIPLE CLASS PERFORMANCE ADVERTISING Pursuant to the Multiple Class Plan, the Trust may issue additional classes of its existing fund or introduce new funds with multiple classes available for purchase. To the extent a new class is added to an existing fund, the manager may, in compliance with SEC and NASD rules, regulations and guidelines, market the new class of shares using the historical performance information of the original class of shares. When quoting performance information for a new class of shares for periods prior to the first full quarter after inception, the original class' performance will be restated to reflect the expenses of the new class and for periods after the first full quarter after inception, actual performance of the new class will be used. FINANCIAL STATEMENTS The financial statements of the fund have been audited by PricewaterhouseCoopers LLP, independent accountants. Their Independent Accountants' Report and the financial statements included in the fund's Annual Report for the fiscal year ended December 31, 2003, are incorporated herein by reference. 38 EXPLANATION OF FIXED-INCOME SECURITIES RATINGS As described in the Prospectus, the funds may invest in fixed-income securities. Those investments, however, are subject to certain credit quality restrictions, as noted in the Prospectus. The following is a summary of the rating categories referenced in the prospectus disclosure. RATINGS OF CORPORATE DEBT SECURITIES -------------------------------------------------------------------------------- STANDARD & POOR'S -------------------------------------------------------------------------------- AAA This is the highest rating assigned by S&P to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal. -------------------------------------------------------------------------------- AA Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal. It differs from the highest-rated obligations only in small degree. -------------------------------------------------------------------------------- A Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. -------------------------------------------------------------------------------- BBB Debt rated in this category is regarded as having an adequate capacity to pay interest and repay principal. While it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. Debt rated below BBB is regarded as having significant speculative characteristics. -------------------------------------------------------------------------------- BB Debt rated in this category has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating also is used for debt subordinated to senior debt that is assigned an actual or implied BBB rating. -------------------------------------------------------------------------------- B Debt rated in this category is more vulnerable to nonpayment than obligations rated 'BB', but currently has the capacity to pay interest and repay principal. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to pay interest and repay principal. -------------------------------------------------------------------------------- CCC Debt rated in this category is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating. -------------------------------------------------------------------------------- CC Debt rated in this category is currently highly vulnerable to nonpayment. This rating category is also applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating. -------------------------------------------------------------------------------- C The rating C typically is applied to debt subordinated to senior debt, and is currently highly vulnerable to nonpayment of interest and principal. This rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but debt service payments are being continued. -------------------------------------------------------------------------------- D Debt rated in this category is in default. This rating is used when interest payments or principal repayments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. It also will be used upon the filing of a bankruptcy petition for the taking of a similar action if debt service payments are jeopardized. -------------------------------------------------------------------------------- 39 MOODY'S INVESTORS SERVICE, INC. -------------------------------------------------------------------------------- Aaa This is the highest rating assigned by Moody's to a debt obligation. It indicates an extremely strong capacity to pay interest and repay principal. -------------------------------------------------------------------------------- Aa Debt rated in this category is considered to have a very strong capacity to pay interest and repay principal and differs from Aaa issues only in a small degree. Together with Aaa debt, it comprises what are generally known as high-grade bonds. -------------------------------------------------------------------------------- A Debt rated in this category possesses many favorable investment attributes and is to be considered as upper-medium-grade debt. Although capacity to pay interest and repay principal are considered adequate, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. -------------------------------------------------------------------------------- Baa Debt rated in this category is considered as medium-grade debt having an adequate capacity to pay interest and repay principal. While it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories. Debt rated below Baa is regarded as having significant speculative characteristics. -------------------------------------------------------------------------------- Ba Debt rated Ba has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. Often the protection of interest and principal payments may be very moderate. -------------------------------------------------------------------------------- B Debt rated B has a greater vulnerability to default, but currently has the capacity to meet financial commitments. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied Ba or Ba3 rating. -------------------------------------------------------------------------------- Caa Debt rated Caa is of poor standing, has a currently identifiable vulnerability to default, and is dependent upon favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. Such issues may be in default or there may be present elements of danger with respect to principal or interest. The Caa rating is also used for debt subordinated to senior debt that is assigned an actual or implies B or B3 rating. -------------------------------------------------------------------------------- Ca Debt rated in this category represent obligations that are speculative in a high degree. Such debt is often in default or has other marked shortcomings. -------------------------------------------------------------------------------- C This is the lowest rating assigned by Moody's, and debt rated C can be regarded as having extremely poor prospects of attaining investment standing. -------------------------------------------------------------------------------- FITCH, INC. -------------------------------------------------------------------------------- AAA Debt rated in this category has the lowest expectation of credit risk. Capacity for timely payment of financial commitments is exceptionally strong and highly unlikely to be adversely affected by foreseeable events. -------------------------------------------------------------------------------- AA Debt rated in this category has a very low expectation of credit risk. Capacity for timely payment of financial commitments is very strong and not significantly vulnerable to foreseeable events. -------------------------------------------------------------------------------- A Debt rated in this category has a low expectation of credit risk. Capacity for timely payment of financial commitments is strong, but may be more vulnerable to changes in circumstances or in economic conditions than debt rated in higher categories. -------------------------------------------------------------------------------- BBB Debt rated in this category currently has a low expectation of credit risk and an adequate capacity for timely payment of financial commitments. However, adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment grade category. -------------------------------------------------------------------------------- BB Debt rated in this category has a possibility of developing credit risk, particularly as the result of adverse economic change over time. However, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. -------------------------------------------------------------------------------- B Debt rated in this category has significant credit risk, but a limited margin of safety remains. Financial commitments currently are being met, but capacity for continued debt service payments is contingent upon a sustained, favorable business and economic environment. -------------------------------------------------------------------------------- 40 FITCH, INC. -------------------------------------------------------------------------------- CCC, CC, C Debt rated in these categories has a real possibility for default. Capacity for meeting financial commitments depends solely upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable; a C rating signals imminent default. -------------------------------------------------------------------------------- DDD, DD, D The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. 'DDD' obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. 'DD' indicates potential recoveries in the range of 50%-90% and 'D' the lowest recovery potential, i.e., below 50%. Entities rated in this category have defaulted on some or all of their obligations. Entities rated 'DDD' have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated 'DD' and 'D' are generally undergoing a formal reorganization or liquidation process; those rated 'DD' are likely to satisfy a higher portion of their outstanding obligations, while entities rated 'D' have a poor prospect of repaying all obligations. -------------------------------------------------------------------------------- To provide more detailed indications of credit quality, the Standard & Poor's ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within these major rating categories. Similarly, Moody's adds numerical modifiers (1, 2, 3) to designate relative standing within its major bond rating categories. COMMERCIAL PAPER RATINGS -------------------------------------------------------------------------------- S&P MOODY'S DESCRIPTION -------------------------------------------------------------------------------- A-1 Prime-1 This indicates that the degree of safety regarding (P-1) timely payment is strong. Standard & Poor's rates those issues determined to possess extremely strong safety characteristics as A-1+ -------------------------------------------------------------------------------- A-2 Prime-2 Capacity for timely payment on commercial paper is (P-2) satisfactory, but the relative degree of safety is not as high as for issues designated A-1. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriated, may be more affected by external conditions. Ample alternate liquidity is maintained. -------------------------------------------------------------------------------- A-3 Prime-3 Satisfactory capacity for timely repayment. Issues that (P-3) carry this rating are somewhat more vulnerable to the adverse changes in circumstances than obligations carrying the higher designations. -------------------------------------------------------------------------------- NOTE RATINGS -------------------------------------------------------------------------------- S&P MOODY'S DESCRIPTION -------------------------------------------------------------------------------- SP-1 MIG-1; VMIG-1 Notes are of the highest quality enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both. -------------------------------------------------------------------------------- SP-2 MIG-2; VMIG-2 Notes are of high quality with margins of protection ample, although not so large as in the preceding group. -------------------------------------------------------------------------------- SP-3 MIG-3; VMIG-3 Notes are of favorable quality with all security elements accounted for, but lacking the undeniable strength of the preceding grades. Market access for refinancing, in particular, is likely to be less well established. -------------------------------------------------------------------------------- SP-4 MIG-4; VMIG-4 Notes are of adequate quality carrying specific risk but having protection and not distinctly or predominantly speculative. -------------------------------------------------------------------------------- 41 MORE INFORMATION ABOUT THE FUND IS CONTAINED IN THESE DOCUMENTS Annual and Semiannual Reports Annual and semiannual reports contain more information about the fund's investments and the market conditions and investment strategies that significantly affected the fund's performance during the most recent fiscal period. You can receive a free copy of the annual and semiannual reports, and ask any questions about the fund, by contacting us at one of the addresses or telephone numbers listed below. If you own or are considering purchasing fund shares through * an employer-sponsored retirement plan * a bank * a broker-dealer * an insurance company * another financial intermediary you can receive the annual and semiannual reports directly from them. You also can get information about the fund from the Securities and Exchange Commission (SEC). The SEC charges a duplicating fee to provide copies of this information. IN PERSON SEC Public Reference Room Washington, D.C. Call 202-942-8090 for location and hours. ON THE INTERNET * EDGAR database at www.sec.gov * By email request at publicinfo@sec.gov BY MAIL SEC Public Reference Section Washington, D.C. 20549-0102 Investment Company Act File No. 811-6411 AMERICAN CENTURY INVESTMENTS P.O. Box 419200 Kansas City, Missouri 64141-6200 INVESTOR RELATIONS 1-800-345-2021 or 816-531-5575 AUTOMATED INFORMATION LINE 1-800-345-8765 WWW.AMERICANCENTURY.COM FAX 816-340-7962 TELECOMMUNICATIONS DEVICE FOR THE DEAF 1-800-634-4113 or 816-444-3485 BUSINESS, NOT-FOR-PROFIT AND EMPLOYER-SPONSORED RETIREMENT PLANS 1-800-345-3533 SH-SAI-37535 0405



PART C OTHER INFORMATION Item 23. Exhibits (all exhibits not filed herewith are being incorporated herein by reference). (a) Amended and Restated Agreement and Declaration of Trust of American Century International Bond Funds dated March 26, 2004. (b) Amended and Restated Bylaws dated March 26, 2004. (c) Registrant hereby incorporates by reference, as though set forth fully herein, Article III and Article VIII of Registrant's Amended and Restated Declaration of Trust, appearing as Exhibit a and Article II, Article VII and Article VIII of Registrant's Amended and Restated Bylaws, appearing as Exhibit b herein. (d) (1) Investment Sub-Advisory Agreement with J.P. Morgan Investment Management, Inc., dated August 1, 1997 (filed electronically as Exhibit 5c to Post-Effective Amendment No. 10 to the Registration Statement of the Registrant on September 30, 1997, File No. 33-43321). (2) Management Agreement (Investor Class) with American Century Investment Management, Inc., dated August 1, 1997, (filed electronically as Exhibit 5 to Post-Effective Amendment No. 33 to the Registration Statement of American Century Government Income Trust on July 31, 1997, File No. 2-99222). (3) Amendment to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated March 31, 1998 (filed electronically as Exhibit 5b to Post-Effective Amendment No. 23 of American Century Municipal Trust on March 26, 1998, File No. 2-91229). (4) Amendment to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated July 1, 1998 (filed electronically as Exhibit d3 to Post-Effective Amendment No. 39 to the Registration Statement of American Century Government Income Trust on July 28, 1999, File No. 2-99222). (5) Amendment No. 1 to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated September 16, 2000 (filed electronically as Exhibit d4 to Post-Effective Amendment No. 30 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 29, 2000, File No. 2-82734). (6) Amendment No. 2 to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated August 1, 2001 (filed electronically as Exhibit d5 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust on July 31, 2001, File No. 2-99222). (7) Amendment No. 3 to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated December 3, 2001 (filed electronically as Exhibit d6 to Post-Effective Amendment No. 16 to the Registration Statement of American Century Investment Trust on November 30, 2001, File No. 33-65170). (8) Amendment No. 4 to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated July 1, 2002 (filed electronically as Exhibit d7 to Post-Effective Amendment No. 17 to the Registration Statement of the Registrant on June 28, 2002, File No. 33-65170). (9) Amendment No. 5 to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated December 31, 2002 (filed electronically as Exhibit d8 to Post-Effective Amendment No. 4 to the Registration Statement of American Century Variable Portfolios II, Inc. on December 23, 2002, File No. 333-46922). (10) Amendment No. 6 to the Management Agreement (Investor Class) with American Century Investment Management, Inc., dated as of May 1, 2004 (filed electronically as Exhibit d9 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No. 33-19589). (11) Management Agreement (Advisor Class) with American Century Investment Management, Inc., dated August 1, 1997, (filed electronically as Exhibit d3 to Post-Effective Amendment No. 27 of American Century Target Maturities Trust on August 28, 1997, File No. 2-94608). (12) Amendment to the Management Agreement (Advisor Class) with American Century Investment Management, Inc., dated June 1, 1998 (filed electronically as Exhibit 5b to Post-Effective Amendment No. 9 to the Registration Statement of American Century Investment Trust on June 30, 1999, File No. 33-65170). (13) Amendment No. 1 to the Management Agreement (Advisor Class) with American Century Investment Management, Inc., dated September 16, 2000 (filed electronically as Exhibit d6 to Post-Effective Amendment No. 36 to the Registration Statement of American Century Target Maturities Trust on April 18, 2001, File No. 2-94608). (14) Amendment No. 2 to the Management Agreement (Advisor Class) with American Century Investment Management, Inc., dated August 1, 2001 (filed electronically as Exhibit d8 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust on July 31, 2001, File No. 2-99222). (15) Amendment No. 3 to the Management Agreement (Advisor Class) with American Century Investment Management, Inc., dated December 3, 2001 (filed electronically as Exhibit d10 to Post-Effective Amendment No. 16 to the Registration Statement of American Century Investment Trust on November 30, 2001, File No. 33-65170). (16) Amendment No. 4 to the Management Agreement (Advisor Class) with American Century Investment Management, Inc., dated July 1, 2002 (filed electronically as Exhibit d13 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Target Maturities Trust on January 31, 2003, File No. 2-94608). (17) Amendment No. 5 to the Management Agreement (Advisor Class) with American Century Investment Management, Inc., dated as of May 1, 2004 (filed electronically as Exhibit d16 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No. 33-19589). (e) (1) Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated September 3, 2002 (filed electronically as Exhibit e1 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Municipal Trust on September 30, 2002, File No. 2-91229). (2) Amendment No. 1 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated December 31, 2002 (filed electronically as Exhibit e2 to Post-Effective Amendment No. 4 to the Registration Statement of American Century Variable Portfolios II, Inc. on December 23, 2002, File No. 333-46922). (3) Amendment No. 2 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated August 29, 2003 (filed electronically as Exhibit e3 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Strategic Asset Allocations, Inc. on August 28, 2003, File No. 33-79482). (4) Amendment No. 3 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated February 27, 2004 (filed electronically as Exhibit e4 to Post-Effective Amendment No. 104 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213). (5) Amendment No. 4 to the Amended and Restated Distribution Agreement with American Century Investment Services, Inc., dated as of May 1, 2004 (filed electronically as Exhibit e5 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No. 33-19589). (f) Not applicable. (g) (1) Omnibus Custodian Agreement with State Street Bank and Trust Company dated August 10, 1993 (filed electronically as Exhibit g1 to Post-Effective Amendment No. 7 of the Registrant on April 22, 1996, File No. 33-43321). (2) Amendment No. 1 dated December 1, 1994 to the Omnibus Custodian Agreement with State Street Bank and Trust Company dated August 10, 1993 (filed electronically as Exhibit g2 to Post-Effective Amendment No. 7 filed on April 22, 1996, File No. 33-43321). (3) Amendment dated March 4, 1996 to the Omnibus Custodian Agreement with State Street Bank and Trust Company dated August 10, 1993 (filed electronically as Exhibit g3 to Post-Effective Amendment No. 7 filed on April 22, 1996, File No. 33-43321). (4) Amendment dated December 9, 2000 to Omnibus Custodian Agreement with State Street Bank and Trust Company dated August 10, 1993 (filed electronically as Exhibit g4 to Post-Effective Amendment No. 16 to the Registration Statement of the Registrant on April 30, 2001, File No. 33-43321). (5) Amendment No. 3 to the Omnibus Custodian Agreement with State Street Bank and Trust Company dated May 1, 2003. (6) Master Agreement with Commerce Bank, N.A. dated January 22, 1997 (filed electronically as Exhibit g2 to Post-Effective Amendment No. 76 to the Registration Statement of American Century Mutual Funds, Inc. on February 28, 1997, File No. 2-14213. (7) Fee Schedule with State Street Bank and Trust Company dated April 3, 2003. (h) (1) Transfer Agency Agreement with American Century Services Corporation dated as of August 1, 1997 (filed electronically as Exhibit 9 to Post-Effective Amendment No. 33 to the Registration Statement of the American Century Government Income Trust on July 31, 1997, File No. 2-99222). (2) Amendment No. 1 to the Transfer Agency Agreement with American Century Services Corporation, dated June 29, 1998 (filed electronically as Exhibit 9b to Post-Effective Amendment No. 23 to the Registration Statement of American Century Quantitative Equity Funds on June 29, 1998, File No. 33-19589). (3) Amendment No. 2 to the Transfer Agency Agreement with American Century Services Corporation, dated November 20, 2000 (filed electronically as Exhibit h4 to Post-Effective Amendment No. 30 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 29, 2000, File No. 2-82734). (4) Amendment No. 3 to the Transfer Agency Agreement with American Century Services Corporation, dated August 1, 2001 (filed electronically as Exhibit h5 to Post-Effective Amendment No. 44 to the Registration Statement of American Century Government Income Trust on July 31, 2001, File No. 2-99222). (5) Amendment No. 4 to the Transfer Agency Agreement with American Century Services Corporation, dated December 3, 2001 (filed electronically as Exhibit h6 to Post-Effective Amendment No. 16 to the Registration Statement of American Century Investment Trust on November 30, 2001, File No. 33-65170). (6) Amendment No. 5 to the Transfer Agency Agreement with American Century Services Corporation, dated July 1, 2002 (filed electronically as Exhibit h6 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Investment Trust on June 28, 2002, File No. 33-65170). (7) Amendment No. 6 to the Transfer Agency Agreement with American Century Services Corporation, dated September 3, 2002 (filed electronically as Exhibit h8 to Post-Effective Amendment No. 35 to the Registration Statement of the Registrant on September 30, 2002, File No. 2-91229). (8) Amendment No. 7 to the Transfer Agency Agreement with American Century Services Corporation, dated December 31, 2002 (filed electronically as Exhibit h7 to Post-Effective Amendment No. 4 to the Registration Statement of American Century Variable Portfolios II, Inc. on December 23, 2002, File No. 333-46922). (9) Amendment No. 8 to the Transfer Agency Agreement with American Century Services Corporation dated as of May 1, 2004 (filed electronically as Exhibit h10 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No. 33-19589). (10) Credit Agreement with JP Morgan Chase Bank, as Administrative Agent, dated December 17, 2003 (filed electronically as Exhibit h9 to Post-Effective Amendment No. 39 to the Registration Statement of American Century Target Maturities Trust on January 30, 2004, File No. 2-94608). (11) Customer Identification Program Reliance Agreement dated April 23, 2004 (filed electronically as Exhibit h12 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on April 29, 2004, File No. 33-19589). (12) Price Source Authorization dated February 4, 2003, with State Street Bank & Trust Company. (i) Opinion and consent of counsel. (j) (1) Consent of PricewaterhouseCoopers, LLP, independent accountant. (2) Power of Attorney dated March 1, 2004 (filed electronically as Exhibit j2 to Post-Effective Amendment No. 34 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on March 1, 2004, File No. 33-19589). (3) Secretary's Certificate dated March 1, 2004 (filed electronically as Exhibit j3 to Post-Effective Amendment No. 34 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on March 1, 2004, File No. 33-19589). (k) Not applicable. (l) Not applicable. (m) (1) Master Distribution and Shareholder Services Plan (Advisor Class) dated August 1, 1997, (filed electronically as Exhibit m1 to Post-Effective Amendment No. 32 to the Registration Statement of American Century Target Maturities Trust on January 31, 2000, File No. 2-94608). (2) Amendment to the Master Distribution and Shareholder Services Plan (Advisor Class) dated June 29, 1998 (filed electronically as Exhibit m2 to Post-Effective Amendment No. 32 to the Registration Statement of American Century Target Maturities Trust on January 31, 2000, File No.2-94608). (3) Amendment No. 1 to the Master Distribution and Shareholder Services Plan (Advisor Class) dated August 1, 2001 (filed electronically as Exhibit m3 to Post-Effective Amendment No. 44 to the Registration Statement of the Registrant on July 31, 2001, File No. 2-99222). (4) Amendment No. 2 to the Master Distribution and Shareholder Services Plan (Advisor Class) dated December 3, 2001 (filed electronically as Exhibit m4 to Post-Effective Amendment No. 16 to the Registration Statement of American Century Investment Trust on November 30, 2001, File No. 33-65170). (5) Amendment No. 3 to the Master Distribution and Shareholder Services Plan (Advisor Class) dated July 1, 2002 (filed electronically as Exhibit m5 to Post-Effective Amendment No. 38 to the Registration Statement of American Century Target Maturities Trust, on January 31, 2003, File No. 2-94608). (6) Amendment No. 4 to the Master Distribution and Shareholder Services Plan (Advisor Class), dated as of May 1, 2004 (filed electronically as Exhibit m6 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No. 33-19589). (n) (1) Amended and Restated Multiple Class Plan dated September 3, 2002 (filed electronically as Exhibit n to Post-Effective Amendment No. 35 to the Registration Statement of American Century California Tax-Free and Municipal Funds on December 17, 2002, File No. 2-82734). (2) Amendment No. 1 to the Amended and Restated Multiple Class Plan dated December 31, 2002 (filed electronically as Exhibit n2 to Post-Effective Amendment No. 39 to the Registration Statement of American Century Municipal Trust on December 23, 2002, File No. 2-91299). (3) Amendment No. 2 to the Amended and Restated Multiple Class Plan dated August 29, 2003 (filed electronically as Exhibit n3 to Post-Effective Amendment No. 17 to the Registration Statement of American Century Strategic Asset Allocations Inc. on August 28, 2003, File No. 33-79482). (4) Amendment No. 3 to the Amended and Restated Multiple Class Plan dated as of February 27, 2004 (filed electronically as Exhibit n4 to Post-Effective Amendment No. 104 to the Registration Statement of American Century Mutual Funds, Inc. on February 26, 2004, File No. 2-14213). (5) Amendment No. 4 to the Amended and Restated Multiple Class Plan dated as of May 1, 2004 (filed electronically as Exhibit n5 to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc., on April 29, 2004, File No. 33-19589). (o) Reserved. (p) (1) American Century Investments Code of Ethics (filed electronically as Exhibit p to Post-Effective Amendment No. 35 to the Registration Statement of American Century Quantitative Equity Funds, Inc. on April 29, 2004, File No. 33-19589). (2) J.P. Morgan Investment Management, Inc. Code of Ethics (filed electronically as Exhibit p3 to Post-Effective Amendment No. 20 to the Registration Statement of American Century Capital Portfolios, Inc. on April 20, 2001, File No. 33-64872). Item 24. Persons Controlled by or Under Common Control with Registrant - None. Item 25. Indemnification. As stated in Article VII, Section 3 of the Amended and Restated Declaration of Trust, incorporated herein by reference to Exhibit (a)to the Registration Statement, "The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase insurance for and to provide by resolution or in the Bylaws for indemnification out of Trust assets for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit, or proceeding in which he becomes involved by virtue of his capacity or former capacity with the Trust. The provisions, including any exceptions and limitations concerning indemnification, may be set forth in detail in the Bylaws or in a resolution of the Trustees." Registrant hereby incorporates by reference, as though set forth fully herein, Article VI of the Registrant's Bylaws, amended on March 26, 2004. Item 26. Business and other Connections of Investment Advisor. None. Item 27. Principal Underwriters. I. (a) American Century Investment Services, Inc. (ACIS) acts as principal underwriter for the following investment companies: American Century California Tax-Free and Municipal Funds American Century Capital Portfolios, Inc. American Century Government Income Trust American Century International Bond Funds American Century Investment Trust American Century Municipal Trust American Century Mutual Funds, Inc. American Century Quantitative Equity Funds, Inc. American Century Strategic Asset Allocations, Inc. American Century Target Maturities Trust American Century Variable Portfolios, Inc. American Century Variable Portfolios II, Inc. American Century World Mutual Funds, Inc. ACIS is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. ACIS is located at 4500 Main Street, Kansas City, Missouri 64111. ACIS is a wholly-owned subsidiary of American Century Companies, Inc. (b) The following is a list of the executive officers and partners of ACIS: Name and Principal Positions and Offices Positions and Offices Business Address* with Underwriter with Registrant ---------------------------------------------------------------------------- James E. Stowers, Jr. Chairman and Director none James E. Stowers III Co-Chairman none and Director William M. Lyons President, Chief President and Executive Officer and Chairman Director Robert T. Jackson Executive Vice President, Executive Vice Chief Financial Officer and President Chief Accounting Officer Brian Jeter Senior Vice President none Mark Killen Senior Vice President none David Larrabee Senior Vice President none Barry Mayhew Senior Vice President none David C. Tucker Senior Vice President Senior Vice and General Counsel President and General Counsel -------------------- * All addresses are 4500 Main Street, Kansas City, Missouri 64111 (c) Not applicable. Item 28. Location of Accounts and Records. All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in the possession of the Registrant, American Century Services Corporation and American Century Investment Management, Inc., all located at American Century Tower, 4500 Main Street, Kansas City, Missouri 64111. Item 29. Management Services. Not Applicable. Item 30. Undertakings. Not Applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, American Century International Bond Funds, the Registrant, certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment No. 19 and Amendment No. 20 to its Registration Statement pursuant to Rule 485(b) promulgated under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 19/ Amendment No. 20 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, and State of Missouri, on the 29th day of April, 2004. AMERICAN CENTURY INTERNATIONAL BOND FUNDS By: /*/ William M. Lyons ------------------------------------------ William M. Lyons President and Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 19 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date *William M. Lyons President, Chairman of April 29, 2004 --------------------------- the Board, Principal William M. Lyons Executive Officer and Trustee *Maryanne Roepke Senior Vice President, April 29, 2004 --------------------------- Treasurer and Chief Maryanne Roepke Accounting Officer *Albert A. Eisenstat Trustee April 29, 2004 --------------------------- Albert A. Eisenstat *Ronald J. Gilson Trustee April 29, 2004 --------------------------- Ronald J. Gilson *Kathryn A. Hall Trustee April 29, 2004 --------------------------- Kathryn A. Hall *Myron S. Scholes Trustee April 29, 2004 --------------------------- Myron S. Scholes *Kenneth E. Scott Trustee April 29, 2004 --------------------------- Kenneth E. Scott *John B. Shoven Trustee April 29, 2004 --------------------------- John B. Shoven *Jeanne D. Wohlers Trustee April 29, 2004 --------------------------- Jeanne D. Wohlers *By /s/ Charles A. Etherington -------------------------------------- Charles A. Etherington Attorney-in-Fact (pursuant to Power of Attorney dated March 1, 2004)

                                                                      EXHIBIT 99

                             Exhibit Index


EXHIBIT        DESCRIPTION

EX-99.a    Amended and Restated Agreement and Declaration of Trust of American
Century International Bond Funds, dated March 26, 2004.

EX-99.b    Amended and Restated Bylaws dated March 26, 2004.

EX-99.d1   Investment Sub-Advisory Agreement with J.P. Morgan Investment
Management, Inc., dated August 1, 1997 (filed as Exhibit 5c to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A of the Registrant,
File No. 33-43321, filed on September 30, 1997, and incorporated herein by
reference).

EX-99.d2   Management Agreement (Investor Class) with American Century
Investment Management, Inc., dated August 1, 1997 (filed as Exhibit 5 to
Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A of
American Century Government Income Trust, File No. 2-99222, filed on July 31,
1997, and incorporated herein by reference).

EX-99.d3   Amendment to the Management Agreement (Investor Class) with American
Century Investment Management, Inc., dated March 31, 1998 (filed as Exhibit 5b
to Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A of
American Century Municipal Trust, File No. 2-91229, filed on March 26, 1998, and
incorporated herein by reference).

EX-99.d4   Amendment to the Management Agreement (Investor Class) with American
Century Investment Management, Inc., dated July 1, 1998 (filed as Exhibit d3 to
Post-Effective Amendment No 39 to the Registration Statement on Form N-1A of
American Century Government Income Trust, File No. 2-99222, filed on July 28,
1999, and incorporated herein by reference).

EX-99.d5   Amendment No. 1 to the Management Agreement (Investor Class) with
American Century Investment Management, Inc., dated September 16, 2000 (filed as
Exhibit d4 to Post-Effective Amendment No. 30 to the Registration Statement on
Form N-1A of American Century California Tax-Free and Municipal Funds, File No.
2-82734, filed on December 20, 2000, and incorporated herein by reference).

EX-99.d6   Amendment No. 2 to the Management Agreement (Investor Class) with
American Century Investment Management, Inc., dated August 1, 2001 (filed as
Exhibit d5 to Post-Effective Amendment No. 44 to the Registration Statement on
Form N-1A of American Century Government Income Trust, File No. 2-99222, filed
on July 31, 2001, and incorporated herein by reference).

EX-99.d7   Amendment No. 3 to the Management Agreement (Investor Class) with
American Century Investment Management, Inc., dated December 3, 2001 (filed as
Exhibit d6 to Post-Effective Amendment No. 16 to the Registration Statement on
Form N-1A of American Century Investment Trust, File No. 33-65170, filed on
November 30, 2001, and incorporated herein by reference).

EX-99.d8   Amendment No. 4 to the Management Agreement (Investor Class) with
American Century Investment Management, Inc., dated July 1, 2002 (filed as
Exhibit d7 to Post-Effective Amendment No. 17 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-65170, filed on June 28, 2002, and
incorporated herein by reference).

EX-99.d9   Amendment No. 5 to the Management Agreement (Investor Class) with
American Century Investment Management, Inc., dated December 31, 2002 (filed as
Exhibit d8 to Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A of American Century Variable Portfolios II, Inc., File No. 333-46922,
filed on December 23, 2002, and incorporated herein by reference).

EX-99.d10  Amendment No. 6 to the Management Agreement (Investor Class) with
American Century Investment Management, Inc., dated as of May 1, 2004 (filed as
Exhibit d9 to Post-Effective Amendment No. 35 to the Registration Statement on
Form N-1A of American Century Quantitative Equity Funds, Inc., File No.
33-19589, filed on April 29, 2004, and incorporated herein by reference).

EX-99.d11  Management Agreement (Advisor Class) with American Century
Investment Management, Inc., dated August 1, 1997 (filed as Exhibit d3 to
Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A of
American Century Target Maturities Trust, File No. 2-94608, filed on August 28,
1997, and incorporated herein by reference).

EX-99.d12  Amendment to the Management Agreement (Advisor Class) with American
Century Investment Management, Inc., dated June 1, 1998 (filed as Exhibit 5b to
Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A of
American Century Investment Trust, File No. 33-65170, filed on June 30, 1999,
and incorporated herein by reference).

EX-99.d13  Amendment No. 1 to the Management Agreement (Advisor Class) with
American Century Investment Management, Inc. dated September 16, 2000 (filed as
Exhibit d6 to Post-Effective Amendment No. 36 to the Registration Statement on
Form N1-A of American Century Target Maturities Trust, File No. 2-94608, filed
on April 18, 2001, and incorporated herein by reference).

EX-99.d14  Amendment No. 2 to the Management Agreement (Advisor Class) with
American Century Investment Management, Inc., dated August 1, 2001 (filed as
Exhibit d8 to Post-Effective Amendment No. 44 to the Registration Statement on
Form N-1A of American Century Government Income Trust, File No. 2-99222, filed
on July 31, 2001, and incorporated herein by reference).

EX-99.d15  Amendment No. 3 to the Management Agreement (Advisor Class) with
American Century Investment Management, Inc., dated December 3, 2001 (filed as
Exhibit d10 to Post-Effective Amendment No. 16 to the Registration Statement on
Form N-1A of American Century Investment Trust on November 30, 2001, File No.
33-65170 and incorporated herein by reference).

EX-99.d16  Amendment No. 4 to the Management Agreement (Advisor Class) with
American Century Investment Management, Inc., dated July 1, 2002 (filed as
Exhibit d13 to Post-Effective Amendment No. 17 to the Registration Statement on
Form N-1A of American Century Target Maturities Trust, File No. 2-94608, filed
on January 31, 2003, and incorporated herein by reference).

EX-99.d17  Amendment No. 5 to the Management Agreement (Advisor Class) with
American Century Investment Management, Inc., dated as of May 1, 2004 (filed as
Exhibit d16 to Post-Effective Amendment No. 35 to the Registration Statement on
Form N-1A of American Century Quantitative Equity Funds, Inc., File No.
33-19589, filed on April 29, 2004, and incorporated herein by reference).

EX-99.e1   Amended and Restated Distribution Agreement with American Century
Investment Services, Inc., dated September 3, 2002 (filed as Exhibit e1 to
Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A of
American Century Municipal Trust, File No. 2-91229, filed on September 30, 2002,
and incorporated herein by reference).

EX-99.e2   Amendment No. 1 to the Amended and Restated Distribution Agreement
with American Century Investment Services, Inc., dated December 31, 2002 (filed
as Exhibit e2 to Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A of American Century Variable Portfolios II, Inc., File No. 333-46922,
filed on December 23, 2002, and incorporated herein by reference).

EX-99.e3   Amendment No. 2 to the Amended and Restated Distribution Agreement
with American Century Investment Services, Inc., dated August 29, 2003 (filed as
Exhibit e3 to Post-Effective Amendment No. 17 to the Registration Statement on
Form N-1A of American Century Strategic Asset Allocations, Inc., File No.
33-79482, filed on August 28, 2003, and incorporated herein by reference).

EX-99.e4   Amendment No. 3 to the Amended and Restated Distribution Agreement
with American Century Investment Services, Inc., dated February 27, 2004 (filed
as Exhibit e4 to Post-Effective Amendment No. 104 to the Registration Statement
on Form N-1A of American Century Mutual Funds, Inc., File No. 2-14213, filed on
February 26, 2004, and incorporated herein by reference).

EX-99.e5   Amendment No. 4 to the Amended and Restated Distribution Agreement
with American Century Investment Services, Inc., dated as of May 1, 2004 (filed
as Exhibit e5 to Post-Effective Amendment No. 35 to the Registration Statement
on Form N-1A of American Century Quantitative Equity Funds, Inc., File No.
33-19589, filed on April 29, 2004, and incorporated herein by reference).

EX-99.g1   Omnibus Custodian Agreement with State Street Bank and Trust Company
dated August 10, 1993 (filed as Exhibit g1 to Post-Effective Amendment No. 7 to
the Registration Statement on Form N-1A of the Registrant, File No. 33-43321,
filed on April 22, 1996, and incorporated herein by reference).

EX-99.g2   Amendment No. 1 dated December 1, 1994 to the Omnibus Custodian
Agreement with State Street Bank and Trust Company dated August 10, 1993 (filed
as Exhibit g2 to Post-Effective Amendment No. 7 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-43321, filed on April 22, 1996, and
incorporated herein by reference).

EX-99.g3   Amendment dated March 4, 1996 to the Omnibus Custodian Agreement
with State Street Bank and Trust Company dated August 10, 1993 (filed as Exhibit
g3 to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A
of the Registrant, File No. 33-43321, filed on April 22, 1996, and incorporated
herein by reference).

EX-99.g4   Amendment dated December 9, 2000 to Omnibus Custodian Agreement with
State Street Bank and Trust Company dated August 10, 1993 (filed as Exhibit g4
to Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-43321, filed on April 30, 2001, and incorporated
herein by reference).

EX-99.g5   Amendment No. 3 to the Omnibus Custodian Agreement with State Street
Bank and Trust Company dated May 1, 2003.

EX-99.g6   Master Agreement with Commerce Bank, N.A. dated January 22, 1997
(filed as Exhibit g2 to Post-Effective Amendment No. 76 to the Registration
Statement on Form N-1A of American Century Mutual Funds, Inc., File No. 2-14213,
filed on February 28, 1997, and incorporated herein by reference).

EX-99.g7   Fee Schedule with State Street Bank and Trust Company dated
April 3, 2003.

EX-99.h1   Transfer Agency Agreement with American Century Services Corporation
dated August 1, 1997 (filed as Exhibit 9 to Post-Effective Amendment No. 33 to
the Registration Statement on Form N1-A of the American Century Government
Income Trust, File No. 2-99222, filed on July 31, 1997, and incorporated herein
by reference).

EX-99.h2   Amendment No. 1 to the Transfer Agency Agreement with American
Century Services Corporation, dated June 29, 1998 (filed as Exhibit 9b to Post
Effective Amendment No. 23 to the Registration Statement on Form N-1A of
American Century Quantitative Equity Funds, File No. 33-19589, filed on June 29,
1998, and incorporated herein by reference).

EX-99.h3   Amendment No. 2 to the Transfer Agency Agreement with American
Century Services Corporation, dated November 20, 2000 (filed as Exhibit h4 to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A of
American Century California Tax-Free and Municipal Funds, File No. 2-82734,
filed on December 29, 2000, and incorporated herein by reference).

EX-99.h4   Amendment No. 3 to the Transfer Agency Agreement with American
Century Services Corporation, dated August 1, 2001 (filed as Exhibit h5 to
Post-Effective Amendment No. 44 to the Registration Statement on Form N-1A of
American Century Government Income Trust, File No. 2-99222, filed on July 31,
2001, and incorporated herein by reference).

EX-99.h5   Amendment No. 4 to the Transfer Agency Agreement with American
Century Services Corporation, dated December 3, 2001 (filed as Exhibit h6 to
Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A of
American Century Investment Trust, File No. 33-65170, filed on November 30,
2001, and incorporated herein by reference).

EX-99.h6   Amendment No. 5 to the Transfer Agency Agreement with American
Century Services Corporation, dated July 1, 2002 (filed as Exhibit h6 to
Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A of
American Century Investment Trust, File No. 33-65170, filed on June 28, 2002,
and incorporated herein by reference).

EX-99.h7   Amendment No. 6 to the Transfer Agency Agreement with American
Century Services Corporation, dated September 3, 2002 (filed as Exhibit h8 to
Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A of
the Registrant, File No. 2-91229, filed on September 30, 2002, and incorporated
herein by reference).

EX-99.h8   Amendment No. 7 to the Transfer Agency Agreement with American
Century Services Corporation, dated December 31, 2002 (filed as Exhibit h7 to
Post-Effective Amendment No. 4 to the Registration Statement on Form N-1A of
American Century Variable Portfolios II, Inc., File No. 333-46922, filed on
December 23, 2002, and incorporated herein by reference).

EX-99.h9   Amendment No. 8 to the Transfer Agency Agreement with American
Century Services Corporation dated as of May 1, 2004 (filed as Exhibit h10 to
Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A of
American Century Quantitative Equity Funds, Inc., File No. 33-19589, filed on
April 29, 2004, and incorporated herein by reference).

EX-99.h10  Credit Agreement with JP Morgan Chase Bank, as Administrative Agent,
dated as of December 17, 2003 (filed as Exhibit h9 to Post-Effective Amendment
No. 39 to the Registration Statement on Form N-1A of American Century Target
Maturities Trust, File No. 2-94608, filed on January 30, 2004, and incorporated
herein by reference).

EX-99.h11  Customer Identification Program Reliance Agreement dated April 23,
2004 (filed as Exhibit h12 to Post-Effective Amendment No. 35 to the
Registration Statement on Form N-1A of American Century Quantitative Equity
Funds, Inc., File No. 33-19589, filed on April 29, 2004, and incorporated herein
by reference).

EX-99.h12  Price Source Authorization dated February 4, 2003, with State Street
Bank & Trust Company.



EX-99.i    Opinion and consent of counsel.

EX-99.j1   Consent of PricewaterhouseCoopers, LLP, independent accountants.

EX-99.j2   Power of Attorney dated March 1, 2004 (filed as Exhibit j2 to

Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A of
American Century Quantitative Equity Funds, Inc., File No. 33-19589, filed on
March 1, 2004, and incorporated herein by reference).

EX-99.j3   Secretary's Certificate dated March 1, 2004 (filed as Exhibit j3 to
Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A of
American Century Quantitative Equity Funds, Inc., File No. 33-19589, filed on
March 1, 2004, and incorporated herein by reference).

EX-99.m1   Master Distribution and Shareholder Services Plan (Advisor Class)
dated August 1, 1997 (filed as Exhibit m1 to Post-Effective Amendment No. 32 to
the Registration Statement on Form N-1A for American Century Target Maturities
Trust, File No. 2-94608, filed on January 31, 2000, and incorporated herein by
reference).

EX-99.m2   Amendment to Master Distribution and Shareholder Services Plan
(Advisor Class) dated June 29, 1998 (filed as Exhibit m2 to Post-Effective
Amendment No. 32 to the Registration Statement on Form N-1A of American Century
Target Maturities Trust, File No. 2-94608, filed on January 31, 2000, and
incorporated herein by reference).

EX-99.m3   Amendment No. 1 to the Master Distribution and Shareholder Services
Plan (Advisor Class) dated August 1, 2001 (filed as Exhibit m3 to Post-Effective
Amendment No. 44 to the Registration Statement on Form N-1A of the Registrant,
File No. 2-99222, filed on July 31, 2001, and incorporated herein by reference).

EX-99.m4   Amendment No. 2 to the Master Distribution and Shareholder Services
Plan (Advisor Class) dated December 3, 2001 (filed as Exhibit m4 to
Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A of
American Century Investment Trust, File No. 33-65170, filed on November 30,
2001, and incorporated herein by reference).

EX-99.m5   Amendment No. 3 to the Master Distribution and Shareholder Services
Plan (Advisor Class) dated July 1, 2002 (filed as Exhibit m5 to Post-Effective
Amendment No. 38 to the Registration Statement on Form N-1A of American Century
Target Maturities Trust, File No. 2-94608, filed on January 31, 2003, and
incorporated herein by reference).

EX-99.m6   Amendment No. 4 to the Master Distribution and Shareholder Services
Plan (Advisor Class), dated as of May 1, 2004 (filed as Exhibit m6 to
Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A of
American Century Quantitative Equity Funds, Inc., File No. 33-19589, filed on
April 29, 2004, and incorporated herein by reference).

EX-99.n1   Amended and Restated Multiple Class Plan dated September 3, 2002
(filed as Exhibit n to Post-Effective Amendment No. 35 to the Registration
Statement on Form N-1A of American Century California Tax-Free and Municipal
Funds, File No. 2-82734, filed on December 17, 2002, and incorporated herein by
reference).

EX-99.n2   Amendment No. 1 to the Amended and Restated Multiple Class Plan
dated December 31, 2002 (filed as Exhibit n2 to Post-Effective Amendment No. 39
to the Registration Statement on Form N-1A of American Century Municipal Trust,
File No. 2-91299, filed on December 23, 2002, and incorporated herein by
reference).

EX-99.n3   Amendment No. 2 to the Amended and Restated Multiple Class Plan
dated August 29, 2003 (filed as Exhibit n3 to Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A of American Century Strategic Asset
Allocations, Inc., File No. 33-79482, filed on August 28, 2003, and incorporated
herein by reference).

EX-99.n4   Amendment No. 3 to the Amended and Restated Multiple Class Plan
dated as of February 27, 2004 (filed as Exhibit n4 to Post-Effective Amendment
No. 104 to the Registration Statement on Form N-1A of American Century Mutual
Funds, Inc., File No. 2-14213, filed on February 26, 2004, and incorporated
herein by reference).

EX-99.n5   Amendment No. 4 to the Amended and Restated Multiple Class Plan
dated as of May 1, 2004 (filed as Exhibit n5 to Post-Effective Amendment No. 35
to the Registration Statement on Form N-1A of American Century Quantitative
Equity Funds, Inc., File No. 33-19589, filed on April 29, 2004, and incorporated
herein by reference).

EX-99.p1   American Century Investments Code of Ethics (filed as Exhibit p to
Post-Effective Amendment No. 35 to the Registration Statement on Form N-1A of
American Century Quantitative Equity Funds, Inc., File No. 33-19589, filed on
April 29, 2004, and incorporated herein by reference).

EX-99.p2   J.P. Morgan Investment Management, Inc. Code of Ethics (filed as
Exhibit p3 to Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A of American Century Capital Portfolios, Inc., File No. 33-64872, filed
on April 20, 2001, and incorporated herein by reference.

                                                                    EXHIBIT 99.a


                    AMERICAN CENTURY INTERNATIONAL BOND FUNDS


             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                        AS AMENDED THROUGH MARCH 26, 2004

                                TABLE OF CONTENTS


ARTICLE I NAME AND DEFINITIONS.......................................................1
     Section 1.  Name................................................................1
     Section 2.  Definitions.........................................................1

ARTICLE II PURPOSE OF TRUST..........................................................2

ARTICLE III SHARES...................................................................2
     Section 1.  Division of Beneficial Interest.....................................2
     Section 2.  Ownership of Shares.................................................2
     Section 3.  Investments in the Trust............................................3
     Section 4.  Status of Shares and Limitation of Personal Liability...............3
     Section 5.  Power of Trustees to Change Provisions Relating to Shares...........3
     Section 6.  Establishment and Designation of Series.............................4
     Section 7.  Indemnification of Shareholders.....................................6

ARTICLE IV THE TRUSTEES..............................................................6
     Section 1.  Number, Election and Tenure.........................................6
     Section 2.  Effect of Death, Resignation, etc. of a Trustee.....................7
     Section 3.  Powers..............................................................6
     Section 4.  Payment of Expenses by the Trust...................................10
     Section 5.  Payment of Expenses by Shareholders................................10
     Section 6.  Ownership of Assets of the Trust...................................10
     Section 7.  Service Contracts..................................................10

ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS..................................12
     Section 1.  Voting Powers......................................................12
     Section 2.  Voting Power and Meetings..........................................12
     Section 3.  Quorum and Required Vote...........................................13
     Section 4.  Action by Written Consent..........................................13
     Section 5.  Record Dates.......................................................13
     Section 6.  Additional Provisions..............................................13

ARTICLE VI NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS..........................14
     Section 1.  Determination of Net Asset Value, Net Income, and Distributions....14
     Section 2.  Redemptions and Repurchases........................................14
     Section 3.  Redemptions at the Option of the Trust.............................14

ARTICLE VII COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES....................15
     Section 1.  Compensation.......................................................15
     Section 2.  Limitation of Liability............................................15
     Section 3.  Indemnification....................................................15

ARTICLE VIII MISCELLANEOUS..........................................................16
     Section 1.  Trustees, Shareholders, etc. Not Personally Liable; Notice.........16
     Section 2.  Trustee's Good Faith Action, Expert Advice, No Bond or Surety......16
     Section 3.  Liability of Third Persons Dealing with Trustees...................16
     Section 4.  Termination of Trust or Series.....................................17
     Section 5.  Merger and Consolidation...........................................17
     Section 6.  Filing of Copies, References, Headings.............................17
     Section 7.  Applicable Law.....................................................17
     Section 8.  Amendments.........................................................18
     Section 9.  Trust Only.........................................................18
     Section 10.  Use of the Name "Benham" and "American Century"...................18




                   AMERICAN CENTURY INTERNATIONAL BOND FUNDS

             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                       (AS AMENDED THROUGH MARCH 26, 2004)


     AGREEMENT AND DECLARATION OF TRUST made at Palo Alto, California on the
28th day of August, 1991, as amended and restated, is further amended and
restated in its entirety by the Trustees hereunder.

     WHEREAS the Trustees desire and have agreed to manage all property coming
into their hands as trustees of a Massachusetts business trust in accordance
with the provisions hereinafter set forth.

     NOW, THEREFORE, the Trustees hereby direct that this Agreement and
Declaration of Trust be filed with the Secretary of The Commonwealth of
Massachusetts and do hereby declare that they will hold all cash, securities and
other assets, which they may from time to time acquire in any manner as Trustees
hereunder, IN TRUST, and manage and dispose of the same upon the following terms
and conditions for the pro rata benefit of the holders of Shares in this Trust.


                                    ARTICLE I
                              NAME AND DEFINITIONS

SECTION 1.  NAME
This Trust shall be known as the "American Century International Bond Funds" and
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.


SECTION 2.  DEFINITIONS
Whenever used herein, unless otherwise required by the context or specifically
provided:

(a)  The "1940 Act" shall mean the Investment Company Act of 1940 and the Rules
     and Regulations thereunder, all as amended from time to time;

(b)  "Bylaws" shall mean the Bylaws of the Trust as amended from time to time;


(c)  "Class" shall mean any class of Shares of any Series established and
     designated under or in accordance with the provisions of Article III,
     Section 6.

(d)  "Commission" shall mean the United States Securities and Exchange
     Commission;

(e)  "Declaration of Trust" shall mean this Amended and Restated Agreement and
     Declaration of Trust, as further amended or restated from time to time;

(f)  "Independent Trustee" shall mean a Trustee who is not an "interested
     person" as defined in the 1940 Act.

(g)  "Series" shall mean each series of Shares established and designated under
     or in accordance with the provisions of Article III. Present and future
     separate "Series" in the Trust may be referred to as "Portfolios" and these
     terms may be used alternatively in future publications and communications
     sent to investors.

(h)  "Shareholder" shall mean a record owner of Shares;





                                                            AMENDED AND RESTATED
 AMERICAN CENTURY INTERNATIONAL BOND FUNDS    AGREEMENT AND DECLARATION OF TRUST
--------------------------------------------------------------------------------

(i)  "Shares" shall mean the equal proportionate units of interest into which
     the beneficial interest in the Trust property belonging to any Series of
     the Trust and/or any Class of any Series (as the context may require) shall
     be divided from time to time;

(j)  "Trust" shall mean the Massachusetts business trust established by this
     Agreement and Declaration of Trust, as amended from time to time; and

(k)  "Trustees" shall mean the Trustees of the Trust named in Article IV hereof
     or elected or appointed in accordance with such Article;



                                   ARTICLE II
                                PURPOSE OF TRUST

The purpose of the Trust is to provide investors a managed investment company
registered under the 1940 Act and investing one or more portfolios primarily in
securities and debt instruments.


                                   ARTICLE III
                                     SHARES

SECTION 1.  DIVISION OF BENEFICIAL INTEREST

The beneficial interest in the Trust shall at all times be divided into an
unlimited number of Shares, without par value, but the Trustees shall have the
authority from time to time to issue Shares in one or more Series as they deem
necessary or desirable (each of which Series of Shares shall represent the
beneficial interest in a separate and distinct sub-trust of the Trust). Subject
to the provisions of Section 6 of this Article III, each Share shall have voting
rights as provided in Article V hereof, and holders of the Shares of any Series
shall be entitled to receive dividends, when and as declared with respect
thereto in the manner provided in Article VI, Section 1 hereof. No Shares shall
have any priority or preference over any other Share of the same Series with
respect to dividends or distributions upon termination of the Trust or of such
Series made pursuant to Article VIII, Section 4 hereof. All dividends and
distributions shall be made ratably among all Shareholders of a particular
Series from the assets belonging to such Series according to the number of
Shares of such Series held of record by each Shareholder on the record date for
any dividend or on the date of termination, as the case may be. Shareholders
shall have no preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or any Series. The Trustees may from time
to time divide or combine the Shares of any particular Series into a greater or
lesser number of Shares of that Series without thereby changing the
proportionate beneficial interest of the Shares of that Series in the assets
belonging to that Series or in any way affecting the rights of Shares of any
other Series. Shareholders shall have no right to demand payment for their
shares or to any other rights of dissenting shareholders in the event the Trust
participates in any transaction which would give rise to appraisal or
dissenter's rights by a shareholder of a corporation organized under Chapter
156B of the General Laws of the Commonwealth of Massachusetts, or otherwise.

SECTION 2.  OWNERSHIP OF SHARES

The ownership of Shares shall be recorded on the books of the Trust or a
transfer or similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series. No


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                                                            AMENDED AND RESTATED
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certificates certifying the ownership of Shares shall be issued except as the
Trustees may otherwise determine from time to time. The Trustees may, from time
to time, make such rules as they consider appropriate for the transfer of Shares
of each Series and similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case may be, shall be conclusive
as to who are the Shareholders of each Series and as to the number of Shares of
each Series held from time to time by each Shareholder.

SECTION 3.  INVESTMENTS IN THE TRUST

The Trustees may accept or reject investments in the Trust and in each Series
from such persons, at such times, and on such terms and for such consideration,
not inconsistent with the 1940 Act, as they from time to time authorize or
determine. The Trustees may authorize any distributor, principal underwriter,
custodian, transfer agent, or other person to accept orders for the purchase of
Shares that conform to such authorized terms and to reject any purchase orders
for Shares whether or not conforming to such authorized terms.

SECTION 4.  STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY

Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the existence of
the Trust shall not operate to terminate the Trust, nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of said deceased Shareholder under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call for a partition
or division of the same or for an accounting , nor shall the ownership of Shares
constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor
any officer, employee nor agent of the Trust shall have any power to bind
personally any Shareholders, nor, except as specifically provided herein, to
call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.

SECTION 5.  POWER OF TRUSTEES TO CHANGE PROVISIONS RELATING TO SHARES

Notwithstanding any other provision of this Declaration of Trust and without
limiting the power of the Trustees to amend the Declaration of Trust as provided
elsewhere herein, the Trustees shall have the power to amend this Declaration of
Trust, at any time and from time to time, in such manner as the Trustees may
determine in their sole discretion, without the need for Shareholder action, so
as to add to, delete, replace or otherwise modify any provisions relating to the
Shares contained in this Declaration of Trust, provided that before adopting any
such amendment without Shareholder approval the Trustees shall determine that it
is consistent with the fair and equitable treatment of all Shareholders or that
Shareholder approval is not otherwise required by the 1940 Act or other
applicable law.

Without limiting the generality of the foregoing, the Trustees may, for the
above-stated purposes, amend the Declaration of Trust to:


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(a)  create one or more Series of Shares or Classes thereof (in addition to any
     Series or Classes already existing or otherwise) with such rights and
     preferences and such eligibility requirements for investment therein as the
     Trustees shall determine and reclassify any or all outstanding Shares as
     shares of particular Series or Classes in accordance with such eligibility
     requirements;

(b)  amend any of the provisions set forth in paragraphs (a) through (i) of
     Section 6 of this Article III;

(c)  combine one or more Series of Shares into a single Series, or one or more
     Classes of a Series into a single Class, on such terms and conditions as
     the Trustees shall determine;

(d)  change or eliminate any eligibility requirements for investment in Shares
     of any Series or Classes thereof, including without limitation, to provide
     for the issue of Shares of any Series in connection with any merger or
     consolidation of the Trust with another trust or company or any acquisition
     by the Trust of part or all of the assets of another trust or investment
     company;

(e)  change the designation of any Series of Shares or Classes;

(f)  change the method of allocating dividends among the various Series of
     Shares;

(g)  allocate any specific assets or liabilities of the Trust or any specific
     items of income or expense of the Trust to one or more Series of Shares;
     and

(h)  specifically allocate assets to any or all Series of Shares or create one
     or more additional Series of Shares which are preferred over all other
     Series of Shares in respect of assets specifically allocated thereto or any
     dividends paid by the Trust with respect to any net income, however
     determined, earned from the investment and reinvestment of any assets so
     allocated or otherwise and provide for any special voting or other rights
     with respect to such Series.

SECTION 6.  ESTABLISHMENT AND DESIGNATION OF SERIES AND CLASSES

The establishment and designation of any Series of Shares, or Classes thereof,
shall be effective upon resolution by a majority of the then Trustees, setting
forth such establishment and designation and the relative rights and preferences
of such Series, or as otherwise provided in such resolution or as provided by
reference to, or approval of, another document that sets forth such relative
rights and preferences of the Shares of such Series or Class. Such establishment
and designation shall be set forth in an amendment to this Declaration of Trust
by execution of a new Schedule A to this Declaration of Trust.

Shares of each Series, or Classes thereof, established pursuant to this Section
6, unless otherwise provided in the resolution establishing such Series or as
modified by the Multiple Class Plan adopted by the Trustees in accordance with
applicable law, as amended or replaced from time to time, shall have the
following rights and preferences:

(a)  ASSETS BELONGING TO SERIES. All consideration received by the Trust for the
     issue or sale of Shares of a particular Series, together with all assets in
     which such consideration is invested or reinvested, all income, earnings,
     profits, and proceeds thereof from whatever source derived, including,
     without limitation, any proceeds derived from the sale, exchange or
     liquidation of such assets, and any funds or payments derived from any



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     reinvestment of such proceeds in whatever form the same may be, shall
     irrevocably belong to that Series for all purposes, subject only to the
     rights of creditors, shall be so recorded upon the books of account of the
     Trust, and are herein referred to as "assets belonging to" that Series. In
     the event that there are any assets, income, earnings, profits and proceeds
     thereof, funds or payments which are not readily identifiable as belonging
     to any particular Series (collectively "General Assets"), the Trustees
     shall allocate such General Assets to, between or among any one or more of
     the Series in such manner and on such basis as they, in their sole
     discretion, deem fair and equitable, and any General Asset so allocated to
     a particular Series shall belong to that Series. Each such allocation by
     the Trustees shall be conclusive and binding upon the Shareholders of all
     Series for all purposes.

(b)  LIABILITIES BELONGING TO SERIES. The assets belonging to each particular
     Series shall be charged with the liabilities of the Trust in respect to
     that Series and all expenses, costs, charges and reserves attributable to
     that Series, and any general liabilities of the Trust which are not readily
     identifiable as belonging to any particular Series shall be allocated and
     charged by the Trustees to and among any one or more of the Series in such
     manner and on such basis as the Trustees in their sole discretion deem fair
     and equitable. The liabilities, expenses, costs, charges, and reserves so
     charged to a Series are herein referred to as "liabilities belonging to"
     that Series. Each allocation of liabilities, expenses, costs, charges and
     reserves by the Trustee shall be conclusive and binding upon the
     Shareholders of all Series for all purposes. Under no circumstances shall
     the assets allocated or belonging to any particular Series be charged with
     liabilities attributable to any other Series. All persons who have extended
     credit which has been allocated to particular Series, or who have a claim
     or contract which has been allocated to any particular Series, shall look
     only to the assets of that particular Series for payment of such credit,
     claim, or contract.

(c)  INCOME, DISTRIBUTIONS, AND REDEMPTIONS. The Trustees shall have full
     discretion, to the extent not inconsistent with the 1940 Act, to determine
     which items shall be treated as income and which items as capital; and each
     such determination and allocation shall be conclusive and binding upon the
     Shareholders. Notwithstanding any other provision of this Declaration,
     including, without limitation, Article VI, no dividend or distribution
     (including, without limitation, any distribution paid upon termination of
     the Trust or of any Series) with respect to, nor any redemption or
     repurchase of, the Shares of any Series shall be effected by the Trust
     other than from the assets belonging to such Series, nor, except as
     specifically provided in Section 7 of this Article III, shall any
     Shareholder of any particular Series otherwise have any right or claim
     against the assets belonging to any other Series except to the extent that
     such Shareholder has such a right or claim hereunder as a Shareholder of
     such other Series.

(d)  VOTING. All Shares of the Trust entitled to vote on a matter shall vote
     separately by Series. That is, the Shareholders of each Series shall have
     the right to approve or disapprove matters affecting the Trust and each
     respective Series as if the Series were separate companies. There are,
     however, two exceptions to voting by separate Series. First, if the 1940
     Act requires all Shares of the Trust to be voted in the aggregate without
     differentiation between the separate Series, then all Series shall vote
     together. Second, if



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AMERICAN CENTURY INTERNATIONAL BOND FUNDS     AGREEMENT AND DECLARATION OF TRUST
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     any matter affects only the interests of some but not all Series, then only
     such affected Series shall be entitled to vote on the matter.

(e)  EQUALITY. All the Shares of each particular Series shall represent an equal
     proportionate interest in the assets belonging to that Series (subject to
     the liabilities belonging to that Series), and each Share of any particular
     Series shall be equal to each other Share of that Series.

(f)  FRACTIONS. Any fractional Share of a Series shall carry proportionately all
     the rights and obligations of a whole share of that Series, including
     rights with respect to voting, receipt of dividends and distributions,
     redemption of Shares and termination of the Trust.

(g)  EXCHANGE PRIVILEGE. The Trustees shall have the authority to provide that
     the holders of Shares of any Series shall have the right to exchange said
     Shares for Shares of one or more other Series of Shares in accordance with
     such requirements and procedures as may be established by the Trustees.

(h)  COMBINATION OF SERIES. The Trustees shall have the authority, without the
     approval of the Shareholders of any Series unless otherwise required by
     applicable law, to combine the assets and liabilities belonging to any two
     or more Series into assets and liabilities belonging to a single Series.

(i)  ELIMINATION OF SERIES. At any time that there are no Shares outstanding of
     any particular Series previously established and designated, the Trustees
     may amend this Declaration of Trust to abolish that Series and to rescind
     the establishment and designation thereof, such amendment to be effected in
     the manner provided pursuant to Section 5 of this Article III.

SECTION 7.  INDEMNIFICATION OF SHAREHOLDERS

In case any Shareholder or former Shareholder shall be held to be personally
liable solely by reason of his or her being or having been a Shareholder and not
because of his or her acts or omissions or for some other reasons, the
Shareholder or former Shareholder (or his or her heirs, executors,
administrators, or other legal representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled out
of the assets of the Trust to be held harmless from and indemnified against all
loss and expense arising from such liability.


                                   ARTICLE IV
                                  THE TRUSTEES

SECTION 1.  NUMBER, ELECTION AND TENURE

(a)  Number. Immediately following adoption of this Amended and Restated
     Declaration of the Trust, the eight (8) Trustees of the Trust and or each
     Series hereunder shall remain the Trustees in office upon its adoption:
     Albert A. Eisenstat, Ronald J. Gilson, Kathryn A. Hall, William M. Lyons,
     Myron S. Scholes, Kenneth E. Scott, John B. Shoven, and Jeanne D. Wohlers.
     Hereafter, the number of Trustees may be changed from time to time by a
     written instrument signed by a majority of the Trustees, provided, however,
     that the number of Trustees shall in no event be less than three (3) nor
     more than fifteen (15).


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(b)  Removal and Vacancies. Subject to the 1940 Act, the Trustees may (i) by
     vote of a majority of the remaining Trustees fill vacancies in the Trustees
     or (ii) remove Trustees with or without cause by vote of a majority of the
     Independent Trustees if the Trustee to be removed is an Independent
     Trustee, or by vote of the Trustees who are "interested persons" (as
     defined in the 1940 Act) if the Trustee to be removed is an "interested"
     Trustee. The selection and nomination of Independent Trustees is committed
     solely to the discretion of a Nominating Committee consisting of all
     sitting Independent Trustees, except where the remaining Trustee or
     Trustees are "interested persons".

(c)  Term. Each Trustee shall serve during the continued lifetime of the Trust
     until such Trustee dies, resigns, reaches retirement age or is removed, or,
     if sooner, until the next meeting of Shareholders called for the purpose of
     electing Trustees and until the election and qualification of his
     successor.

(d)  Resignation. Any Trustee may resign at any time by written instrument
     signed by him and delivered to any officer of the Trust or to a meeting of
     the Trustees. Such resignation shall be effective upon receipt unless
     specified to be effective at some other time. Except to the extent
     expressly provided in a written agreement with the Trust, no Trustee
     resigning and no Trustee removed shall have any right to any compensation
     for any period following his resignation or removal, or any right to
     damages on account of such removal.

(e)  Election by Shareholders. At the discretion of the Trustees, the
     Shareholders may fix the number of Trustees and elect Trustees at any
     meeting of Shareholders called by a majority of the Trustees for that
     purpose.

SECTION 2.  EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

The death, declination, resignation, retirement, removal, or incapacity of the
Trustees, or any of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees shall be conclusive evidence of such vacancy.

SECTION 3.  POWERS

Subject to the provisions of this Declaration of Trust, the business of the
Trust shall be managed by the Trustees, and they shall have all powers necessary
or convenient to carry out that responsibility including the power to engage in
securities transactions of all kinds on behalf of the Trust. Without limiting
the foregoing, the Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the regulation and management of the affairs
of the Trust and may amend and repeal them to the extent that such Bylaws do not
reserve that right to the Shareholders; in accordance with Section 1 of this
Article they may fill vacancies in and increase or reduce the number of
Trustees, they may elect and remove such officers and appoint and


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terminate such agents as they consider appropriate; they may appoint from their
own number and establish and terminate one or more committees consisting of two
or more Trustees which may exercise the powers and authority of the Trustees to
the extent that the Trustees determine; they may employ one or more custodians
of the assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or
systems for the central handling of securities or with a Federal Reserve Bank,
retain a transfer agent or a shareholder servicing agent, or both, provide for
the distribution of Shares by the Trust, through one or more principal
underwriters or otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian, transfer or Shareholder servicing agent, or principal
underwriter. Any determination as to what is in the interests of the Trust made
by the Trustees in good faith shall be conclusive. In construing the provisions
of this Declaration of Trust, the presumption shall be in favor of a grant of
power to the Trustees.

Without limiting the foregoing and to the extent not inconsistent with the 1940
Act or other applicable law, the Trustees shall have power and authority for and
on behalf of the Trust and each separate Series established hereunder:


(a)  to invest and reinvest cash, to hold cash uninvested, and to subscribe for,
     invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge,
     sell, assign, transfer, exchange, distribute, lend or otherwise deal in or
     dispose of contracts for the future acquisition or delivery of fixed income
     or other securities, and securities of every nature and kind, including
     without limitation, all types of bonds, debentures, stocks, negotiable or
     non-negotiable instruments, obligations, evidences of indebtedness,
     certificates of deposit or indebtedness, commercial paper, repurchase
     agreements, bankers acceptances, and other securities of any kind, issued,
     created, guaranteed, or sponsored by any and all persons, including,
     without limitation, states, territories, and possessions of the United
     States and the District of Columbia and any political subdivision, agency,
     or instrumentality of the U.S. Government, any foreign government or any
     political subdivision of the U.S. Government or any foreign government, or
     any international instrumentality, or by any bank or savings institution,
     or by any corporation or organization organized under the laws of the
     United States or of any state, territory, or possession thereof, or by any
     corporation or organization organized under any foreign law, or in "when
     issued" contracts for any such securities, to change the investments of the
     assets of the Trust; and to exercise any and all rights, powers and
     privileges of ownership or interest in respect of any and all such
     investments of every kind and description, including, without limitation,
     the right to consent and otherwise act with respect thereto, with power to
     designate one or more persons, firms, associations, or corporations to
     exercise any of said rights, powers, and privileges in respect of any of
     said instruments;

(b)  to sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write
     options with respect to or otherwise deal in any property rights relating
     to any or all of the assets of the Trust;

(c)  to vote or give assent, or exercise any rights of ownership, with respect
     to stock or other securities or property; and to execute and deliver
     proxies or powers of attorney to such person or persons as the Trustees
     shall deem proper, granting to such person or persons


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     such power and discretion with relation to securities or property as the
     Trustees shall deem proper;

(d)  to exercise powers and rights of subscription or otherwise which in any
     manner arise out of ownership of securities;

(e)  to hold any security or property in a form not indicating any trust,
     whether in bearer, unregistered or other negotiable form, or in its own
     name or in the name of a custodian or subcustodian or a nominee or nominees
     or otherwise;

(f)  to consent to or participate in any plan for the reorganization,
     consolidation or merger of any corporation or issuer of any security which
     is held in the Trust; to consent to any contract, lease, mortgage, purchase
     or sale of property by such corporation or issuer; and to pay calls or
     subscriptions with respect to any security held in the Trust;

(g)  to join with other security holders in acting through a committee,
     depositary, voting trustee or otherwise, and in that connection to deposit
     any security with, or transfer any security to, any such committee,
     depositary or trustee, and to delegate to them such power and authority
     with relation to any security (whether or not so deposited or transferred)
     as the Trustees shall deem proper, and to agree to pay, and to pay, such
     portion of the expenses and compensation of such committee, depositary or
     trustee as the Trustees shall deem proper;

(h)  to compromise, arbitrate or otherwise adjust claims in favor of or against
     the Trust or any matter in controversy, including but not limited to claims
     for taxes;

(i)  to enter into joint ventures, general or limited partnerships and any other
     combinations or associations;

(j)  to borrow funds or other property;

(k)  to endorse or guarantee the payment of any notes or other obligations of
     any person; to make contracts of guaranty or suretyship, or otherwise
     assume liability for payment thereof;

(l)  to purchase and pay for entirely out of Trust property such insurance as
     they may deem necessary or appropriate for the conduct of the business,
     including, without limitation, insurance policies insuring the assets of
     the Trust or payment of distributions and principal on its portfolio
     investments, and insurance policies insuring the Shareholders, Trustees,
     officers, employees, agents, investment advisors, principal underwriters,
     or independent contractors of the Trust, individually against all claims
     and liabilities of every nature arising by reason of holding, being or
     having held any such office or position, or by reason of any action alleged
     to have been taken or omitted by any such person as Trustee, officer,
     employee, agent, investment advisor, principal underwriter, or independent
     contractor, including any action taken or omitted that may be determined to
     constitute negligence, whether or not the Trust would have the power to
     indemnify such person against liability;

(m)  to pay pensions as deemed appropriate by the Trustees and to adopt,
     establish and carry out pension, profit-sharing, share bonus, share
     purchase, savings, thrift and other retirement, incentive and benefit
     plans, trusts and provisions, including the purchasing of


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     life insurance and annuity contracts as a means of providing such
     retirement and other benefits, for any or all of the Trustees, officers,
     employees and agents of the Trust; and

(n)  in general, to carry on any other business in connection with or incidental
     to any of the foregoing powers, to do everything necessary, suitable or
     proper for the accomplishment of any purpose or the attainment of any
     object or the furtherance of any power hereinbefore set forth, either alone
     or in association with others, and to do every other act or thing
     incidental or appurtenant to or growing out of or connected with the
     aforesaid business or purposes, objects or powers.


The Trustees shall not be limited to investing in obligations maturing before
the possible termination of the Trust or any Series or Class thereof. The
Trustees shall not in any way be bound or limited by any present or future law
or custom in regard to investment by fiduciaries. The Trustees shall not be
required to obtain any court order to deal with any assets of the Trust or take
any other action hereunder.

SECTION 4.  PAYMENT OF EXPENSES BY THE TRUST

The Trustees are authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of the principal and partly out of income, as
they deem fair, all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
investment advisor or manager, principal underwriter, auditors, counsel,
custodian, transfer agent, shareholder servicing agent, and such other agents or
independent contractors and such other expenses and charges as the Trustees may
deem necessary or proper to incur.

SECTION 5.  PAYMENT OF EXPENSES BY SHAREHOLDERS

The Trustees shall have the power, as frequently as they may determine, to cause
each Shareholder, or each Shareholder of any particular Series, to pay directly,
in advance or arrears, for charges of the Trust's custodian or transfer,
shareholder servicing or similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such Shareholder from declared
but unpaid dividends owed such Shareholder and/or by reducing the number of
shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due
from such Shareholder.

SECTION 6.  OWNERSHIP OF ASSETS OF THE TRUST

Title to all of the assets of the Trust shall at all times be considered as
vested in the Trustees.

SECTION 7.  SERVICE CONTRACTS

(a)  Subject to such requirements and restrictions as may be set forth in the
     1940 Act, or any rules or regulations adopted thereunder, or the Bylaws,
     the Trustees may, at any time and from time to time, contract for exclusive
     or nonexclusive advisory and/or management services for the Trust or for
     any Series with American Century Investment Management, Inc. or any other
     corporation, trust, association or other organization (the "Advisor"); and



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     any such contract may contain such other terms as the Trustees may
     determine, including without limitation, authority for the Advisor to
     determine from time to time without prior consultation with the Trustees
     what investments shall be purchased, held, sold or exchanged and what
     portion, if any, of the assets of the Trust shall be held uninvested and to
     make changes in the Trust's investments. The Trustees may authorize the
     Advisor to employ one or more sub-advisors from time to time to perform
     such of the acts and services of the Advisor, and upon such terms and
     conditions, as may be agreed upon between the Advisor and such sub-advisor.

(b)  The Trustees may also, at any time and from time to time, contract with any
     corporation, trust, association, or other organization, appointing it
     exclusive or nonexclusive distributor or principal underwriter for the
     Shares of any, some, or all of the Series. Every such contract shall comply
     with such requirements and restrictions as may be set forth in the Bylaws;
     and any such contract may contain such other terms as the Trustees may
     determine.

(c)  The Trustees are also empowered, at any time and from time to time, to
     contract with any corporations, trust, associations, or other
     organizations, appointing it or them the transfer agent(s) and/or
     shareholders servicing agent(s) for the Trust or one or more of the Series.
     Specifically, the Trustees are empowered to contract or join with other
     investment companies managed by the Trust's investment advisor to have
     transfer agency and/or shareholder servicing activities performed jointly
     by such investment companies and their employees with an appropriate
     allocation between the investment companies of the costs and expenses of
     providing such services. Every such contract shall comply with such
     requirements and restrictions as may be set forth in the Bylaws or
     stipulated by resolution of the Trustees.

(d)  The fact that:

     (i)  any of the Shareholders, Trustees, or officers of the Trust is a
          shareholder, director, officer, partner, trustee, employee, manager,
          advisor, principal underwriter, distributor or affiliate or agent of
          or for any corporation, trust, association, or other organization, or
          for any parent or affiliate of any organization with which an advisory
          or management contract, or principal underwriter's or distributor's
          contract, or transfer, shareholder servicing or other agency contract
          may have been or may hereafter be made, or that any such organization,
          or any parent or affiliate thereof, is a Shareholder or has an
          interest in the Trust, or that

     (ii) any corporation, trust, association or other organization with which
          an advisory or management contract or principal underwriter's or
          distributor's contract, or transfer, shareholder servicing or other
          agency contract may have been or may hereafter be made also has an
          advisory or management contract, or principal underwriter's or
          distributor's contract, or transfer, shareholder servicing or other
          agency contract with one or more other corporations, trusts,
          associations, or other organizations, or has other business or
          interests,

     shall not affect the validity of any such contract or disqualify any
     Shareholder, Trustee or officer of the Trust from voting upon or executing
     the same or create any liability or accountability to the Trust or its
     Shareholders.


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                                    ARTICLE V
                    SHAREHOLDERS' VOTING POWERS AND MEETINGS

SECTION 1.  VOTING POWERS

Subject to the provisions of Article III, Section 6(d), the Shareholders shall
have power to vote only (i) for the election of Trustees as provided in Article
IV, Section 1, (ii) to the same extent as the stockholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a class action
on behalf of the Trust or the Shareholders, (iii) with respect to the
termination of the Trust or any Series to the extent and as provided in Article
VIII, Section 4, and (iv) with respect to such additional matters relating to
the Trust as may be required by this Declaration of Trust, the Bylaws or any
registration of the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable. A Shareholder of
each Series shall be entitled to one vote for each dollar of net asset value per
Share of such Series, on any matter on which such Shareholder is entitled to
vote and each fractional dollar amount shall be entitled to a proportionate
fractional vote. All references in this Declaration of Trust or the Bylaws to a
vote of, or the holders of, a percentage of Shares shall mean a vote of or the
holders of that percentage of total votes representing dollars of net asset
value of a Series or of the Trust, as the case may be. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. At any time when no
Shares of a Series are outstanding, the Trustees may exercise all rights of
Shareholders of that Series with respect to matters affecting that Series, take
any action required or permitted by law, this Declaration of Trust or the Bylaws
to be taken by the Shareholders.

SECTION 2.  VOTING POWER AND MEETINGS

No annual or regular meetings of Shareholders are required. Special meetings of
the Shareholders may be called by the Trustees for the purpose of electing
Trustees as provided in Article IV, Section 1 and for such other purposes as may
be prescribed by law, by this Declaration of Trust or by the Bylaws. Special
meetings of the Shareholders may also be called by the Trustees from time to
time for the purpose of taking action upon any other matter deemed by the
Trustees to be necessary or desirable. A meeting of Shareholders may be held at
any place designated by the Trustees. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees as provided in
the Bylaws. Whenever notice of a meeting is required to be given to a
Shareholder under this Declaration of Trust or the Bylaws, a written waiver
thereof, executed before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of the meeting, shall
be deemed equivalent to such notice.


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SECTION 3.  QUORUM AND REQUIRED VOTE

Except when a larger quorum is required by applicable law, by the Bylaws or by
this Declaration of Trust, forty percent (40%) of the Shares entitled to vote
shall constitute a quorum at a Shareholders' meeting. When any one or more
Series is to vote as a single class separate from any other Shares which are to
vote on the same matters as a separate class or classes, forty percent (40%) of
the Shares of each such Series entitled to vote shall constitute a quorum at a
Shareholders' meeting of that Series. Any meeting of Shareholders may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned within a reasonable time after the date set for the original meeting
without further notice. Subject to the provisions of Article III, Section 6(d),
when a quorum is present at any meeting, a majority of the Shares voted shall
decide any questions and a plurality shall elect a Trustee, except when a larger
vote is required by any provision of this Declaration of Trust or the Bylaws or
by applicable law.

SECTION 4.  ACTION BY WRITTEN CONSENT

Subject to the provisions of the 1940 Act, any action taken by Shareholders may
be taken without a meeting in accordance with the provisions of the Bylaws. Such
consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.

SECTION 5.  RECORD DATES

For the purpose of determining the Shareholders of any Series who are entitled
to vote or act at any meeting or any adjournment thereof, the Trustees may from
time to time fix a time, in accordance with the provisions of the Bylaws, as the
record date for determining the Shareholders of such Series having the right to
notice of and to vote at such meeting and any adjournment thereof, and in such
case only Shareholders of record on such record date shall have such right,
notwithstanding any transfer of shares on the books of the Trust after the
record date. For the purpose of determining the Shareholders of any Series who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a date, which shall be before the date
for the payment of such dividend or such other payment, as the record date for
determining the Shareholders of such Series having the right to receive such
dividend or distribution. Without fixing a record date the Trustees may for
voting and/or distribution purposes close the register or transfer books for one
or more Series for all or any part of the period between a record date and a
meeting of Shareholders or the payment of a distribution. Nothing in this
section shall be construed as precluding the Trustees from setting different
record dates for different Series.

SECTION 6.  ADDITIONAL PROVISIONS

The Bylaws may include further provisions for Shareholders' votes and meetings
and related matters.


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                                   ARTICLE VI
                 NET ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS

SECTION 1.  DETERMINATION OF NET ASSET VALUE, NET INCOME, AND DISTRIBUTIONS

(a)  The net asset value of each outstanding Share of each Series of the Trust
     shall be determined on such days and at such time or times as the Trustees
     may determine. The method of determination of net asset value shall be
     determined by the Trustees and shall be as set forth in the Prospectus and
     Statement of Additional Information constituting parts of the Registration
     Statement of the Trust under the Securities Act of 1933 as such Prospectus
     and Statement of Additional Information may be amended and supplemented and
     filed with the Commission from time to time. The power and duty to make the
     daily calculations may be delegated by the Trustees to any Advisor or such
     other person as the Trustees by resolution may determine. The Trustees may
     suspend the daily determination of net asset value to the extent permitted
     by the 1940 Act.

(b)  Subject to Article III, Section 6 hereof, the Trustees, in their absolute
     discretion, may prescribe and shall set forth in the Bylaws or in a duly
     adopted resolution of the Shares of any Series the net income attributable
     to the Shares of any Series, or the declaration and payment of dividends
     and distributions on the Shares of any Series, as they may deem necessary
     or desirable.



SECTION 2.  REDEMPTIONS AND REPURCHASES

The Trust shall purchase such Shares as are offered by any Shareholder for
redemption, upon the presentation of a proper instrument of transfer together
with a request directed to the Trust or a person designated by the Trust that
the Trust purchase such Shares or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize; and the Trust will
pay therefor the net asset value thereof, as determined in accordance with the
Bylaws and applicable law, next determined under the 1940 Act, less any
applicable deferred sales charges and/or fees. Payment for said Shares shall be
made by the Trust to the Shareholder within seven days after the date on which
the request is made in proper form. The obligation set forth in this Section 2
is subject to the provision that in the event that any time the New York Stock
Exchange is closed for other than weekends or holidays, or if permitted by the
rules of the Commission, during periods when trading on the Exchange is
restricted or during any emergency which makes it impracticable for the Trust to
dispose of the investments of the applicable Series or to determine fairly the
value of the net assets belonging to such Series or during any other period
permitted by order of the Commission for the protection of investors, such
obligation may be suspended or postponed by the Trustees.

SECTION 3.  REDEMPTIONS AT THE OPTION OF THE TRUST

The Trust shall have the right at its option and at any time to redeem Shares of
any Shareholder at the net asset value thereof as described in Section 1 of this
Article VI if: (i) the value of such shares in the account of such Shareholder
is less than minimum investment amounts applicable to that account as set forth
in the Trust's then-current registration statement under the 1940 Act, or (ii)
the Shareholder fails to furnish the Trust with the holder's correct taxpayer
identification number or social security number and to make such certifications
with respect thereto as the

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Trust may require; provided, however, that any such redemptions shall be subject
to such further terms and conditions as the Trustees may from time to time
adopt.


SECTION 4.  SUSPENSION OF THE RIGHT OF REDEMPTION

The Trustees may declare a suspension of the right of redemption or postpone the
date of payment as permitted under the 1940 Act. Such suspension shall take
effect at such time as the Trustees shall specify, but not later than the close
of business on the business day following the declaration of suspension, and
thereafter there shall be no right of redemption of payment until the Trustees
shall declare the suspension at an end. In the case of a suspension of the right
of redemption, a Shareholder may either withdraw the request for redemption or
receive payment based on the net asset value per Share existing after the
termination of the suspension. In the event that any Series is divided into
Classes, the provisions of this Section, to the extent applicable as determined
in the discretion of the Trustees and consistent with applicable laws, may be
equally applied to each such Class.


                                   ARTICLE VII
              COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES

SECTION 1.  COMPENSATION

The Independent Trustees as such shall be entitled to reasonable compensation
from the Trust, and they may fix the amount of such compensation. Nothing herein
shall in any way prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and payment for the same
by the Trust.


SECTION 2.  LIMITATION OF LIABILITY

The Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, manager or Principal Underwriter of
the Trust, nor shall any Trustee be responsible for the act or omission of any
other Trustee, but nothing herein contained shall protect any Trustee against
any liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

Every note, bond, contract, instrument, certificate or undertaking and every
other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.


SECTION 3.  INDEMNIFICATION

The Trustees shall be entitled and empowered to the fullest extent permitted by
law to purchase insurance for and to provide by resolution or in the Bylaws for
indemnification out of Trust assets for liability and for all expenses
reasonably incurred or paid or expected to be paid by a Trustee or officer in
connection with any claim, action, suit or proceeding in which he becomes
involved by virtue of his capacity or former capacity with the Trust. The
provisions, including any


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exceptions and limitations concerning indemnification, may be set forth in
detail in the Bylaws or in a resolution of the Trustees.


                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 1.  TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE

All persons extending credit to, contracting with or having any claim against
the Trust or any Series shall look only to the assets of the Trust, or, to the
extent that the liability of the Trust may have been expressly limited by
contract to the assets of a particular Series, only to the assets belonging to
the relevant Series, for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect any Trustee against
any liability to which such Trustee would otherwise be subject by reason or
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee.

Every note, bond, contract, instrument, certificate or undertaking made or
issued on behalf of the Trust by the Trustees, by an officer or officers or
otherwise may include a notice that this Declaration of Trust is on file with
the Secretary of the Commonwealth of Massachusetts and may recite that the note,
bond, contract, instrument, certificate, or undertaking was executed or made by
or on behalf of the Trust or by them as Trustee or Trustees or as officer or
officers or otherwise and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust or upon the assets
belonging to the Series for the benefit of which the Trustees have caused the
note, bond, contract instrument, certificate or undertaking to be made or
issued, and may contain such further recital as he or they may deem appropriate,
but the omission of any such recital shall not operate to bind any Trustee or
Trustees or officer or officers or Shareholders or any other person
individually.

SECTION 2.  TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and shall be under no liability for
any act or omission in accordance with such advice or for failing to follow such
advice. The Trustees shall not be required to give any bond as such, nor any
surety if a bond is required.

SECTION 3.  LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES

No person dealing with the Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the Trustees or
to see to the application of any payments made or property transferred to the
Trust or upon its order.


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SECTION 4.  TERMINATION OF TRUST OR SERIES

Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by vote of at least
two-thirds (66-2/3%) of the Shares of each Series entitled to vote, voting
separately by Series, or by the Trustees by written notice to the Shareholders.
Any Series may be terminated at any time by vote of at least two-thirds
(66-2/3%) of the Shares of that Series or by the Trustees by written notice to
the Shareholders of that Series.

Upon termination of the Trust (or any Series, as the case may be), after paying
or otherwise providing for all charges, taxes, expenses and liabilities
belonging, severally, to each Series (or the applicable Series, as the case may
be), whether due or accrued or anticipated as may be determined by the Trustees,
the Trust shall, in accordance with such procedures as the Trustees consider
appropriate, reduce the remaining assets belonging, severally, to each Series
(or the applicable Series, as the case may be), to distributable form in cash or
shares or other securities, or any combination thereof, and distribute the
proceeds belonging to each Series or the applicable Series, as the case may be),
to the Shareholders of that Series, as a Series, ratably according to the number
of Shares of that Series held by the several Shareholders on the date of
termination.

SECTION 5.  MERGER AND CONSOLIDATION

The Trustees may cause the Trust or one or more of its Series to be merged into
or consolidated with another Trust or company or the Shares exchanged under or
pursuant to any state or Federal statute, if any, or otherwise to the extent
permitted by law. Such merger or consolidation or share exchange must be
authorized by vote of a majority of the outstanding Shares of the Trust as a
whole or any affected Series, as may be applicable; provided that in all
respects not governed by statute or applicable law, the Trustees shall have
power to prescribe the procedure necessary or appropriate to accomplish a sale
of assets, merger or consolidation.

SECTION 6.  FILING OF COPIES, REFERENCES, HEADINGS

The original or a copy of this instrument and of each amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each amendment hereto shall be filed by the Trust
with the Secretary of the Commonwealth of Massachusetts and with any other
governmental office where such filing may from time to time be required. Anyone
dealing with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such amendments have been made and as to any matters in
connection with the Trust hereunder; and, with the same effect as if it were the
original, may relay on a copy certified by an officer of the Trust to be a copy
of this instrument, or of any such amendments. In this instrument and in any
such amendment, references to this instrument, and all expressions like
"herein," "hereof" and "hereunder," shall be deemed to refer to this instrument
as amended or affected by any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a part hereof or control
or affect the meaning, construction or effect of this instrument. This
instrument may be executed in any number of counterparts each of which shall be
deemed an original.

SECTION 7.  APPLICABLE LAW

This Agreement and Declaration of Trust is created under and is to be governed
by and construed and administered according to the laws of the Commonwealth of
Massachusetts. The Trust shall


                                                                         page 17



                                                            AMENDED AND RESTATED
AMERICAN CENTURY INTERNATIONAL BOND FUNDS     AGREEMENT AND DECLARATION OF TRUST
--------------------------------------------------------------------------------

be of the type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.


SECTION 8.  AMENDMENTS

This Declaration of Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees.


SECTION 9.  TRUST ONLY

It is the intention of the Trustees to create only the relationship of Trustee
and beneficiary between the Trustees and each Shareholder from time to time. It
is not the intention of the Trustees to create a general partnership, limited
partnership, joint stock association, corporation, bailment, or any form of
legal relationship other than a trust. Nothing in this Agreement and Declaration
of Trust shall be construed to make the Shareholders, either by themselves or
with the Trustees, partners or members of a joint stock association.


SECTION 10.  USE OF THE NAME "BENHAM" AND "AMERICAN CENTURY"

American Century Services Corporation ("ACSC") has consented to the use by the
Trust of the identifying words or names "Benham" and "American Century" in the
names of the Trust and/or its various Series. Such consent is conditioned upon
the employment of ACSC, its successors or any affiliate thereof, as the
Advisor/Investment Manager of the Trust. As between the Trust and itself, ACSC
controls the use of the name of the Trust insofar as such name contains "Benham"
and/or "American Century". The name or identifying words "Benham" and/or
"American Century" may be used from time to time in other connections and for
other purposes by ACSC or its affiliated entities. ACSC may require the Trust to
cease using "Benham" or "American Century" in the name of the Trust if the Trust
ceases to employ, for any reason, ACSC, an affiliate, or any successor as
Advisor/Investment Manager of the Trust.

SECTION 11.  PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS

(a)  The provisions of this Amended and Restated Declaration of Trust are
     severable, and, if the Trustees shall determine, with the advice of
     counsel, that any of such provisions are in conflict with the 1940 Act, the
     regulated investment company provisions of the Internal Revenue Code or
     with other applicable laws and regulations, the conflicting provisions
     shall be deemed never to have constituted a part of this Declaration of
     Trust; provided, however, that such determination shall not affect any of
     the remaining provisions of this Declaration of Trust or render invalid or
     improper any action taken or omitted prior to such determination.

(b)  If any provision of this Amended and Restated Declaration of Trust shall be
     held invalid or unenforceable in any jurisdiction, such invalidity or
     unenforceability shall pertain only to such provision in such jurisdiction
     and shall not in any manner affect such provision in any other jurisdiction
     or any other provision of this Declaration of Trust in any jurisdiction.



                                                                         page 18



                                                            AMENDED AND RESTATED
 AMERICAN CENTURY INTERNATIONAL BOND FUNDS    AGREEMENT AND DECLARATION OF TRUST
--------------------------------------------------------------------------------

     IN WITNESS WHEREOF, a majority of the Trustees as aforesaid do hereto set
their hands this 26th day of March, 2004, as an amendment and restatement of
that Agreement and Declaration of Trust originally executed on the 28th day of
August, 1991.


TRUSTEES OF THE AMERICAN CENTURY INTERNATIONAL BOND FUNDS


/s/ Albert A. Eisenstat                       /s/ Kenneth E. Scott
----------------------------------            ---------------------------------
Albert A. Eisenstat                           Kenneth E. Scott


/s/ Ronald J. Gilson                          /s/ John B. Shoven
----------------------------------            ---------------------------------
Ronald J. Gilson                              John B. Shoven


/s/ William M. Lyons                          /s/ Kathryn A. Hall
----------------------------------            ---------------------------------
William M. Lyons                              Kathryn A. Hall


/s/ Myron S. Scholes                          /s/ Jeanne D. Wohlers
----------------------------------            ---------------------------------
Myron S. Scholes                              Jeanne D. Wohlers



                                                                         page 19



                                                            AMENDED AND RESTATED
 AMERICAN CENTURY INTERNATIONAL BOND FUNDS    AGREEMENT AND DECLARATION OF TRUST
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                   AMERICAN CENTURY INTERNATIONAL BOND FUNDS

             AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
                         (RESTATED AS OF MARCH 26, 2004)

                                   SCHEDULE A

Pursuant to Article III, Section 6, the Trustees hereby establish and designate
the following Series as Series of the Trust (and the Classes thereof) with the
relative rights and preferences as described in Section 6:


  SERIES                             CLASS              DATE OF ESTABLISHMENT
  ------                             -----              ---------------------

  International Bond Fund        Investor Class               08/28/1991
                                 Advisor Class                08/01/1997




This Schedule A shall supersede any previously adopted Schedule A to the
Declaration of Trust.



                                                                      Schedule A


                                                                    EXHIBIT 99.b


            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                    AMERICAN CENTURY GOVERNMENT INCOME TRUST
                    AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                        AMERICAN CENTURY INVESTMENT TRUST
                        AMERICAN CENTURY MUNICIPAL TRUST
                    AMERICAN CENTURY TARGET MATURITIES TRUST


                                     BYLAWS
                            AS AMENDED MARCH 26, 2004

                                TABLE OF CONTENTS

ARTICLE I OFFICES..................................................................1
     Section 1.  Principal Office..................................................1
     Section 2.  Other Offices.....................................................1

ARTICLE II MEETINGS OF SHAREHOLDERS................................................1
     Section 1.  Place of Meetings.................................................1
     Section 2.  Call of Meeting...................................................1
     Section 3.  Notice of Shareholders' Meeting...................................1
     Section 4.  Manner of Giving Notice; Affidavit of Notice......................2
     Section 5.  Adjourned Meeting; Notice.........................................2
     Section 6.  Voting............................................................2
     Section 7.  Waiver of Notice By Consent of Absent Shareholders................3
     Section 8.  Shareholder Action By Written Consent Without A Meeting...........3
     Section 9.  Record Date for Shareholder Notice, Voting and Giving Consents....3
     Section 10.  Proxies..........................................................4
     Section 11.  Inspectors of Election...........................................4

ARTICLE III TRUSTEES...............................................................5
     Section 1.  Powers............................................................5
     Section 2.  Number And Qualification Of Trustees..............................5
     Section 3.  Mandatory Retirement..............................................5
     Section 4.  Vacancies.........................................................5
     Section 5.  Place of Meetings and Meetings by Telephone.......................6
     Section 6.  Regular Meetings..................................................6
     Section 7.  Special Meetings..................................................6
     Section 8.  Quorum............................................................6
     Section 9.  Waiver of Notice..................................................7
     Section 10.  Adjournment......................................................7
     Section 11.  Notice of Adjournment............................................7
     Section 12.  Action Without A Meeting.........................................7
     Section 13.  Fees and Compensation of Trustees................................7

ARTICLE IV COMMITTEES..............................................................8
     Section 1.  Committees of Trustees............................................8
     Section 2.  Meetings and Action of Committees.................................8

ARTICLE V OFFICERS.................................................................9
     Section 1.  Officers..........................................................9
     Section 2.  Election of Officers..............................................9
     Section 3.  Subordinate Officers..............................................9
     Section 4.  Removal and Resignation of Officers...............................9
     Section 5.  Vacancies In Offices..............................................9
     Section 6.  Chairman of the Board.............................................9
     Section 7.  President........................................................10
     Section 8.  Vice Presidents..................................................10




AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS, ET AL.              BYLAWS
------------------------------------------------------------------------------------

     Section 9.  Secretary........................................................10
     Section 10.  Chief Financial Officer.........................................10

ARTICLE VI INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER AGENTS......11
     Section 1.  Agents, Proceedings and Expenses.................................11
     Section 2.  Actions Other Than By Trust......................................11
     Section 3.  Actions By The Trust.............................................11
     Section 4.  Exclusion of Indemnification.....................................12
     Section 5.  Successful Defense By Agent......................................12
     Section 6.  Required Approval................................................12
     Section 7.  Advance of Expenses..............................................12
     Section 8.  Other Contractual Rights.........................................13
     Section 9.  Limitations......................................................13
     Section 10.  Insurance.......................................................13
     Section 11.  Fiduciaries of Employee Benefit Plan............................13

ARTICLE VII RECORDS AND REPORTS...................................................13
     Section 1.  Maintenance and Inspection of Share Register.....................13
     Section 2.  Maintenance and Inspection of Bylaws.............................14
     Section 3.  Maintenance and Inspection of Other Records......................14
     Section 4.  Inspection by Trustees...........................................14
     Section 5.  Financial Statements.............................................14

ARTICLE VIII GENERAL MATTERS......................................................15
     Section 1.  Checks, Drafts, Evidence of Indebtedness.........................15
     Section 2.  Contracts and Instruments; How Executed..........................15
     Section 3.  Certificates for Shares..........................................15
     Section 4.  Lost Certificates................................................15
     Section 5.  Representation of Shares of Other Entities.......................15

ARTICLE IX AMENDMENTS.............................................................16
     Section 1.  Amendment by Shareholders........................................16
     Section 2.  Amendment By Trustees............................................16



                                                         Table of Contents - page 2


            AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS
                    AMERICAN CENTURY GOVERNMENT INCOME TRUST
                    AMERICAN CENTURY INTERNATIONAL BOND FUNDS
                        AMERICAN CENTURY INVESTMENT TRUST
                        AMERICAN CENTURY MUNICIPAL TRUST
                    AMERICAN CENTURY TARGET MATURITIES TRUST

                                     BYLAWS
                            AS AMENDED MARCH 26, 2004

                                    ARTICLE I
                                     OFFICES

SECTION 1.  PRINCIPAL OFFICE
The Board of Trustees shall fix the location of the principal executive office
of the Trust at any place within or outside The Commonwealth of Massachusetts.

SECTION 2.  OTHER OFFICES
The Board of Trustees may at any time establish branch or subordinate offices at
any place or places where the trust intends to do business.


                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

SECTION 1.  PLACE OF MEETINGS
Meetings of shareholders shall be held at any place within or outside The
Commonwealth of Massachusetts designated by the Board of Trustees. In the
absence of any such designation, shareholders' meetings shall be held at the
principal executive office of the Trust.

SECTION 2.  CALL OF MEETING
A meeting of the shareholders shall be held whenever called by the Trustees and
whenever required by the provisions of the 1940 Act. A shareholder meeting may
be called at any time by the Board of Trustees or by the Chairman of the Board
or by the President. If a shareholder meeting is a meeting of the shareholders
of one or more series or classes of shares, but not a meeting of all
shareholders of the Trust, then only special meetings of the shareholders of
such one or more series or classes shall be called and only the shareholders of
such one or more series or classes shall be entitled to notice of and to vote at
such meeting.

SECTION 3.  NOTICE OF SHAREHOLDERS' MEETING
All notices of meetings of shareholders shall be sent or otherwise given in
accordance with Section 4 of this Article II not less than ten (10) nor more
than seventy-five (75) days before the date of the meeting. The notice shall
specify (i) the place, date and hour of the meeting, and (ii) the general nature
of the business to be transacted. The notice of any meeting at which trustees




AMERICAN CENTURY CALIFORNIA TAX-FREE AND MUNICIPAL FUNDS, ET AL.          BYLAWS
--------------------------------------------------------------------------------


are to be elected also shall include the name of any nominee or nominees whom at
the time of the notice are intended to be presented for election.

If action is proposed to be taken at any meeting for approval of (i) a contract
or transaction in which a trustee has a direct or indirect financial interest,
(ii) an amendment of the Declaration of Trust, (iii) a reorganization of the
Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state
the general nature of that proposal.

SECTION 4.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
Notice of any meeting of shareholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges prepaid,
addressed to the shareholder at the address of that shareholder appearing on the
books of the Trust or its transfer agent or given by the shareholder to the
Trust for the purpose of notice. If no such address appears on the Trust's books
or is given, notice shall be deemed to have been given if sent to that
shareholder by first-class mail or telegraphic or other written communication to
the Trust's principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered personally
or deposited in the mail or sent by telegram or other means of written
communication.

If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable to
deliver the notice to the shareholder at the address, all future notices or
reports shall be deemed to have been duly given without further mailing if these
shall be available to the shareholder on written demand of the shareholder at
the principal executive office of the Trust for a period of one year from the
date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any
shareholder's meeting shall be executed by the Secretary, an Assistant Secretary
or any transfer agent of the Trust giving the notice and shall be filed and
maintained in the minute book of the Trust.

SECTION 5.  ADJOURNED MEETING; NOTICE
Any shareholder's meeting, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy.

When any meeting of shareholders is adjourned to another time or place, notice
need not be given of the adjourned meeting at which the adjournment is taken,
unless a new record date of the adjourned meeting is fixed or unless the
adjournment is for more than sixty (60) days from the date set for the original
meeting, in which case the Board of Trustees shall set a new record date. Where
required, notice of any such adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Section 3 and 4 of this Article II. At any adjourned
meeting, the Trust may transact any business which might have been transacted at
the original meeting.

SECTION 6.  VOTING
The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of the Declaration of Trust, as in
effect at such time. The


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shareholders' vote may be by voice vote or by ballot, provided, however, that
any election for trustees must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of trustees, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to the total shares that the shareholder is
entitled to vote on such proposal.

SECTION 7.  WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS
The transactions of the meeting of shareholders, however called and noticed and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice if a quorum be present either in person or by proxy and
if either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of shareholders.

Attendance by a person at a meeting shall also constitute a waiver of notice of
that meeting, except when the person objects at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters not included in the notice of the meeting
if that objection is expressly made at the beginning of the meeting.

SECTION 8.  SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Any action which may be taken at any meeting of shareholders may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all shares entitled to vote on that
action were present and voted. All such consents shall be filed with the
Secretary of the Trust and shall be maintained in the Trust's records. Any
shareholder giving a written consent or the shareholder's proxy holders or a
transferee of the shares or a personal representative of the shareholder or
their respective proxy holders may revoke the consent by a writing received by
the Secretary of the Trust before written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in
writing and if the unanimous written consent of all such shareholders shall not
have been received, the Secretary shall give prompt notice of the action
approved by the shareholders without a meeting. This notice shall be given in
the manner specified in Section 4 of this Article II. In the case of approval of
(i) contracts or transactions in which a trustee has a direct or indirect
financial interest, (ii) indemnification of agents of the Trust, and (iii) a
reorganization of the Trust, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

SECTION 9.  RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS
For purposes of determining the shareholders entitled to notice of any meeting
or to vote or entitled to give consent to action without a meeting, the Board of
Trustees may fix in advance a


                                                                          page 3



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record date which shall not be more than seventy-five (75) days nor less than
ten (10) days before the date of any such meeting as provided in the Declaration
of Trust.

If the Board of Trustees does not so fix a record date:

(a)  The record date for determining shareholders entitled to notice of or to
     vote at a meeting of shareholders shall be at the close of business on the
     business day next preceding the day on which notice is given or if notice
     is waived, at the close of business on the business day next preceding the
     day on which the meeting is held.

(b)  The record date for determining shareholders entitled to give consent to
     action in writing without a meeting, (i) when no prior action by the Board
     of Trustees has been taken, shall be the day on which the first written
     consent is given, or (ii) when prior action of the Board of Trustees has
     been taken, shall be at the close of business on the day on which the Board
     of Trustees adopt the resolution relating to that action or the
     seventy-fifth day before the date of such other action, whichever is later.

SECTION 10.  PROXIES
Every person entitled to vote for trustees or on any other matter shall have the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the Trust. A proxy
shall be deemed signed if the shareholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission, or by electronic,
telephonic, computerized or other alternative form of execution authorized by
the Trustees) by the shareholder or the shareholder's attorney-in-fact. A proxy
with respect to Shares held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of such proxy the Trust
receives specific written notice to the contrary from any one of them. A proxy
purporting to be exercised by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. A validly executed proxy which does not
state that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it before the vote pursuant to that proxy by a
writing delivered to the Trust stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by the person executing that proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the Trust before the vote
pursuant to that proxy is counted; provided however, that no proxy shall be
valid after the expiration of eleven (11) months from the date of the proxy
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of the
General Corporation Law of the Commonwealth of Massachusetts, as if the Trust
were a Massachusetts corporation.

SECTION 11.  INSPECTORS OF ELECTION
Before any meeting of shareholders, the Board of Trustees may appoint any
persons other than nominees for office to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are so appointed, the
chairman of the meeting may and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be



                                                                          page 4



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appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may and on the request of any
shareholder or a shareholder's proxy, shall appoint a person to fill the
vacancy.

These inspectors shall:

(a)  Determine the number of shares outstanding and the voting power of each,
     the shares represented at the meeting, the existence of a quorum and the
     authenticity, validity and effect of proxies;

(b)  Receive votes, ballots or consents;

(c)  Hear and determine all challenges and questions in any way arising in
     connection with the right to vote;

(d)  Count and tabulate all votes or consents;

(e)  Determine when the polls shall close;

(f)  Determine the result; and

(g)  Do any other acts that may be proper to conduct the election or vote with
     fairness to all shareholders.


                                   ARTICLE III
                                    TRUSTEES

SECTION 1.  POWERS
Subject to the applicable provisions of the Declaration of Trust, these Bylaws,
and applicable laws relating to action required to be approved by the
shareholders or by the outstanding shares, the business and affairs of the Trust
shall be managed and all powers shall be exercised by or under the direction of
the Board of Trustees.

SECTION 2.  NUMBER AND QUALIFICATION OF TRUSTEES
The authorized number of trustees shall be not less than three (3) nor more than
fifteen (15) until changed by a duly adopted amendment to the Declaration of
Trust and these Bylaws. The selection and nomination of disinterested trustees
is committed solely to the discretion of a Nominating Committee consisting of
all sitting disinterested trustees except where the remaining trustee or
trustees are interested persons.

SECTION 3.  MANDATORY RETIREMENT
Disinterested trustees shall retire when they reach the age of seventy-three
(73) years; provided, however, the remaining disinterested trustees may waive
the mandatory retirement provision expressed herein for a period not to exceed
two years.

SECTION 4.  VACANCIES
Vacancies in the Board of Trustees may be filled by a majority of the remaining
trustees, though less than a quorum, or by a sole remaining trustee, unless the
Board of Trustees calls a meeting of


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shareholders for the purposes of electing trustees. In the event that at any
time less than a majority of the trustees holding office at that time were so
elected by the holders of the outstanding voting securities of the Trust, the
Board of Trustees shall forthwith cause to be held as promptly as possible, and
in any event within sixty (60) days, a meeting of such holders for the purpose
of electing trustees to fill any existing vacancies in the Board of Trustees,
unless such period is extended by order of the United States Securities and
Exchange Commission.

SECTION 5.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
All meetings of the Board of Trustees may be held at any place within or outside
The Commonwealth of Massachusetts that has been designated from time to time by
resolution of the Board. In the absence of such a designation, regular meetings
shall be held at the principal executive office of the Trust. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, so long as all trustees participating in the meeting can hear one
another and all such trustees shall be deemed to be present in person at the
meeting; PROVIDED THAT, in accordance with the provisions of the Investment
Company Act of 1940, the Board may not transact by such a meeting any business
which involves the entering into, or the approval, performance, or renewal of
any contract or agreement, whereby a person undertakes regularly to serve or act
as the Trust's investment advisor or principal underwriter.

SECTION 6.  REGULAR MEETINGS
Regular meetings of the Board of Trustees shall be held without call at such
time as shall from time to time be fixed by the Board of Trustees. Such regular
meetings may be held without notice.

SECTION 7.  SPECIAL MEETINGS
Special meetings of the Board of Trustees for any purpose or purposes may be
called at any time by the Chairman of the Board or the President or any Vice
President or the Secretary or any two (2) trustees.

Notice of the time and place of special meetings shall be delivered personally
or by telephone to each trustee or sent by first-class mail, by facsimile, or
electronic mail, charges prepaid, addressed to each trustee at that trustee's
address as it is shown on the records of the Trust. In case the notice is
mailed, it shall be deposited in the United States mail at least four (4) days
before the time of the holding of the meeting. In case the notice is delivered
personally, by telephone, by facsimile delivery, or by electronic mail, it shall
be given at least forty-eight (48) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the trustee or to a person at the office of the trustee who the person
giving the notice has reason to believe will promptly communicate it to the
trustee. The notice need not specify the purpose of the meeting or the place if
the meeting is to be held at the principal executive office of the Trust.

SECTION 8.  QUORUM

A majority of the number of trustees (as fixed in accordance with the provisions
of the Declaration of Trust) shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 10 of this Article III. Every
act or decision done or made by a majority of


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the trustees present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Trustees, subject to the provisions of
the Declaration of Trust. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of trustees if any
action taken is approved by at least a majority of the required quorum for that
meeting.

SECTION 9.  WAIVER OF NOTICE
Notice of any meeting need not be given to any trustee who either before or
after the meeting signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice of consent need not
specify the purpose of the meeting. All such waivers, consents and approvals
shall be filed with the records of the Trust or made a part of the minutes of
the meeting. Notice of a meeting shall also be deemed given to any trustee who
attends the meeting without protesting before or at its commencement the lack of
notice to that trustee.

SECTION 10.  ADJOURNMENT
A majority of the trustees present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.

SECTION 11.  NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given
unless the meeting is adjourned for more than forty-eight (48) hours, in which
case notice of the time and place shall be given before the time of the
adjourned meeting in the manner specified in Section 6 of this Article III to
the trustees who were present at the time of the adjournment.

SECTION 12.  ACTION WITHOUT A MEETING
Any action required or permitted to be taken by the Board of Trustees may be
taken without a meeting if a majority of the members of the Board of Trustees
shall individually or collectively consent in writing to that action; PROVIDED
THAT, in accordance with the Investment Company Act of 1940, such written
consent does not approve the entering into, or the renewal or performance of any
contract or agreement, whereby a person undertakes regularly to serve or act as
the Trust's investment advisor or principal underwriter. Any other action by
written consent shall have the same force and effect as a majority vote of the
Board of Trustees. Written consents shall be filed with the minutes of the
proceedings of the Board of Trustees.

SECTION 13.  FEES AND COMPENSATION OF TRUSTEES
Trustees and members of committees may receive such compensation, if any, for
their services and such reimbursement of expenses as may be fixed or determined
by resolution of the Board of Trustees. This Section 12 shall not be construed
to preclude any trustee from serving the Trust in any other capacity as an
officer, agent, employee or otherwise and receiving compensation for those
services.



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                                   ARTICLE IV
                                   COMMITTEES

SECTION 1.  COMMITTEES OF TRUSTEES
The Board of Trustees may by resolution adopted by a majority of the authorized
number of trustees designate one or more committees, each consisting of two (2)
or more trustees, to serve at the pleasure of the Board. The Board may designate
one or more trustees as alternate members of any committee who may replace any
absent member at any meeting of the committee. Any committee to the extent
provided in the resolution of the Board, shall have the authority of the Board,
except with respect to:

(a)  the approval of any action which under applicable law also requires
     shareholders' approval or approval of the outstanding shares, or requires
     approval by a majority of the entire Board or certain members of said
     Board;

(b)  the filling of vacancies on the Board of Trustees or in any committee;

(c)  the fixing of compensation of the trustees for serving on the Board of
     Trustees or on any committee;

(d)  the amendment or repeal of the Declaration of Trust or of the Bylaws or the
     adoption of new Bylaws;

(e)  the amendment or repeal of any resolution of the Board of Trustees which by
     its express terms is not so amendable or repealable;

(f)  a distribution to the shareholders of the Trust, except at a rate or in a
     periodic amount or within a designated range determined by the Board of
     Trustees; or

(g)  the appointment of any other committees of the Board of Trustees or the
     members of these committees.


SECTION 2.  MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by and held and taken in
accordance with the provisions of Article III of these Bylaws, with such changes
in the context thereof as are necessary to substitute the committee and its
members for the Board of Trustees and its members, except that the time of
regular meetings of committees may be determined either by resolution of the
Board of Trustees or by resolution of the committee. Special meetings of
committees may also be called by resolution of the Board of Trustees, and notice
of special meetings of committees shall also be given to all alternate members
who shall have the right to attend all meetings of the committee. The Board of
Trustees may adopt rules for the government of any committee not inconsistent
with the provisions of these Bylaws.



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                                    ARTICLE V
                                    OFFICERS

SECTION 1.  OFFICERS
The officers of the Trust shall be a President, a Secretary, a Chief Financial
Officer and a Treasurer. The Trust may also have, at the discretion of the Board
of Trustees, one or more Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any number of
offices may be held by the same person.

SECTION 2.  ELECTION OF OFFICERS
The officers of the Trust, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article V,
shall be chosen by the Board of Trustees, and each shall serve at the pleasure
of the Board of Trustees, subject to the rights, if any, of an officer under any
contract of employment.

SECTION 3.  SUBORDINATE OFFICERS
The Board of Trustees may appoint and may empower the President to appoint such
other officers as the business of the Trust may require, each of whom shall hold
office for such period, have such authority and perform such duties as are
provided in these Bylaws or as the Board of Trustees may from time to time
determine.

SECTION 4.  REMOVAL AND RESIGNATION OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment,
any officer may be removed, either with or without cause, by the Board of
Trustees at any regular or special meeting of the Board of Trustees or except in
the case of an officer upon whom such power of removal may be conferred by the
Board of Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.

SECTION 5.  VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal, disqualification
or other cause shall be filled in the manner prescribed in these Bylaws for
regular appointment to that office.

SECTION 6.  CHAIRMAN OF THE BOARD
The Chairman of the Board shall, if present, preside at meetings of the Board of
Trustees and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Trustees or prescribed by the
Bylaws.



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SECTION 7.  PRESIDENT
Subject to such supervisory powers, if any, as may be given by the Board of
Trustees to the Chairman of the Board, the President shall be the principal
executive officer and the principal operating officer of the Trust and shall,
subject to control of the Board of Trustees, have general supervision, direction
and control of the business and the officers of the Trust. He shall preside at
all shareholder meetings and, in the absence of the Chairman of the Board or if
there be none, at all meetings of the Board of Trustees. He shall have the
general powers and duties of management usually vested in the office of
President of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Trustees or these Bylaws.

SECTION 8.  VICE PRESIDENTS
In the absence or disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Trustees or if not ranked, a Vice
President designated by the Board of Trustees, shall perform all the duties of
the President and when so acting shall have all powers of and be subject to all
the restrictions upon the President. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board of Trustees or by these Bylaws and the president
or the Chairman of the Board.

SECTION 9.  SECRETARY
The Secretary shall keep or cause to be kept at the principal executive office
of the Trust or such other place as the Board of Trustees may direct a book of
minutes of all meetings and actions of trustees, committees of trustees and
shareholders with the time and place of holding, whether regular or special, and
if special, how authorized, the notice given, the names of those present at
trustees' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings and the proceedings.

The Secretary shall keep or cause to be kept at the principal executive office
of the Trust or at the office of the Trust's transfer agent or registrar, as
determined by resolution of the Board of Trustees, a share register or a
duplicate share register showing the names of all shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same and the number and date of cancellation of
every certificate surrendered for cancellation.

The Secretary shall give or cause to be given notice of all meetings of the
shareholders and the Board of Trustees required by these Bylaws or by applicable
law to be given and shall have such other powers and perform such other duties
as may be prescribed by the Board of Trustees or by these Bylaws.

SECTION 10.  CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall be the principal financial and accounting
officer of the Trust and shall keep and maintain or cause to be kept and
maintained adequate and correct books and records of accounts of the properties
and business transactions of the Trust, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any trustee.


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The Chief Financial Officer shall deposit all monies and other valuables in the
name and to the credit of the Trust with such depositories as may be designated
by the Board of Trustees. He shall disburse the funds of the Trust as may be
ordered by the Board of Trustees, shall render to the president and trustees,
whenever they request it, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the Trust and shall have
other powers and perform such other duties as may be prescribed by the Board of
Trustees or these Bylaws.


                                   ARTICLE VI
        INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER AGENTS

SECTION 1.  AGENTS, PROCEEDINGS AND EXPENSES
For the purpose of this Article, "agent" means any person who is or was a
trustee, officer, employee or other agent of this Trust or is or was serving at
the request of this Trust as a trustee, director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise or was a trustee, director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor of another enterprise at
the request of such predecessor entity; "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without limitation
attorney's fees and any expenses of establishing a right to indemnification
under this Article.

SECTION 2.  ACTIONS OTHER THAN BY TRUST
This Trust shall indemnify any person who was or is a party or is threatened to
be made a party to any proceeding (other than an action by or in the right of
this Trust) by reason of the fact that such person is or was an agent of this
Trust, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if that
person acted in good faith and in a manner that person reasonably believed to be
in the best interests of this Trust and in the case of a criminal proceeding,
had no reasonable cause to believe the conduct of that person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of this Trust or that the
person had reasonable cause to believe that the person's conduct was unlawful.

SECTION 3.  ACTIONS BY THE TRUST
This Trust shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action by or in the
right of this Trust to procure a judgment in its favor by reason of the fact
that that person is or was an agent of this Trust, against expenses actually and
reasonably incurred by that person in connection with the defense or settlement
of that action if that person acted in good faith, in a manner that person
believed to be in the best interests of this Trust and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position would use
under similar circumstances.



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SECTION 4.  EXCLUSION OF INDEMNIFICATION
Notwithstanding any provision to the contrary contained herein, there shall be
no right to indemnification for any liability arising by reason of willful
misfeasance, bad faith, gross negligence, or the reckless disregard of the
duties involved in the conduct of the agent's office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:

(a)  In respect of any claim, issue or matter as to which that person shall have
     been adjudged to be liable in the performance of that person's duty to this
     Trust, unless and only to the extent that the court in which that action
     was brought shall determine upon application that in view of all the
     circumstances of the case, that person was not liable by reason of the
     disabling conduct set forth in the preceding paragraph and is fairly and
     reasonably entitled to indemnity for the expenses which the court shall
     determine; or

(b)  Of amounts paid in settling or otherwise disposing of a threatened or
     pending action, with or without court approval, or of expenses incurred in
     defending a threatened or pending action which is settled or otherwise
     disposed of without court approval, unless the required approval set forth
     in Section 6 of this Article is obtained.

SECTION 5.  SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this Trust has been successful on the merits in
defense of any proceeding referred to in Sections 2 or 3 of this Article or in
defense of any claim, issue or matter therein, before the court or other body
before whom the proceeding was brought, the agent shall be indemnified against
expenses actually and reasonably incurred by the agent in connection therewith,
provided that the Board of Trustees, including a majority who are disinterested,
non-party trustees, also determines that based upon a review of the facts, the
agent was not liable by reason of the disabling conduct referred to in Section 4
of this Article.

SECTION 6.  REQUIRED APPROVAL
Except as provided in Section 5 of this Article, any indemnification under this
Article shall be made by this Trust only if authorized in the specific case on a
determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set forth in
Sections 2 or 3 of this Article and is not prohibited from indemnification
because of the disabling conduct set forth in Section 4 of this Article, by:

(a)  A majority vote of a quorum consisting of trustees who are not parties to
     the proceeding and are not interested persons of the trust (as defined in
     the Investment Company Act of 1940); or

(b)  A written opinion by an independent legal counsel.

SECTION 7.  ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this Trust
before the final disposition of the proceeding on receipt of an undertaking by
or on behalf of the agent to repay the amount of the advance unless it shall be
determined ultimately that the agent is entitled to be indemnified as authorized
in this Article, provided the agent provides a security for his



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undertaking, or a majority of a quorum of the disinterested, non-party trustees,
or an independent legal counsel in a written opinion, determine that based on
review of readily available facts, there is reason to believe that said agent
ultimately will be found entitled to indemnification.

SECTION 8.  OTHER CONTRACTUAL RIGHTS
Nothing contained in this Article shall affect any right to indemnification to
which persons other than trustees and officers of this Trust or any subsidiary
hereof may be entitled by contract or otherwise.

SECTION 9.  LIMITATIONS
No indemnification or advance shall be made under this Article, except as
provided in Sections 5 or 6 in any circumstances where it appears:

(a)  That it would be inconsistent with a provision of the Declaration of Trust,
     a resolution of the shareholders or an agreement in effect at the time of
     accrual of the alleged cause of action asserted in the proceeding in which
     the expenses were incurred or other amounts were paid which prohibits or
     otherwise limits indemnification; or

(b)  That it would be inconsistent with any condition expressly imposed by a
     court in approving a settlement.

SECTION 10.  INSURANCE
Upon and in the event of a determination by the Board of Trustees of this Trust
to purchase such insurance, this trust shall purchase and maintain insurance on
behalf of any agent of this Trust against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as
such, but only to the extent that this Trust would have the power to indemnify
the agent against that liability under the provisions of this Article.

SECTION 11.  FIDUCIARIES OF EMPLOYEE BENEFIT PLAN
This Article does not apply to any proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in that person's capacity
as such, even though that person may also be an agent of this Trust as defined
in Section 1 of this Article. Nothing contained in this Article shall limit any
right to indemnification to which such a trustee, investment manager or other
fiduciary may be entitled by contract or otherwise which shall be enforceable to
the extent permitted by applicable law other than this Article.


                                   ARTICLE VII
                               RECORDS AND REPORTS

SECTION 1.  MAINTENANCE AND INSPECTION OF SHARE REGISTER
This Trust shall keep at its principal executive office or at the office of its
transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Trustees, a record



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of its shareholders, giving the names and addresses of all shareholders and the
number and series of shares held by each shareholder.

SECTION 2.  MAINTENANCE AND INSPECTION OF BYLAWS
The Trust shall keep at is principal executive office the original or a copy of
these Bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours.

SECTION 3.  MAINTENANCE AND INSPECTION OF OTHER RECORDS
The accounting books and records and minutes of proceedings of the shareholders
and the Board of Trustees and any committee or committees of the Board of
Trustees shall be kept at such place or places designated by the Board of
Trustees or in the absence of such designation, at the principal executive
office of the Trust. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate at any reasonable
time during usual business hours for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney and
shall include the right to copy and make extracts.

SECTION 4.  INSPECTION BY TRUSTEES
Every trustee shall have the absolute right at any reasonable time to inspect
all books, records, and documents of every kind and the physical properties of
the Trust. This inspection by a trustee may be made in person or by an agent or
attorney and the right of inspection includes the right to copy and make
extracts of documents.

SECTION 5.  FINANCIAL STATEMENTS
A copy of any financial statements and any income statement of the Trust for
each quarterly period of each fiscal year and accompanying balance sheet of the
Trust as of the end of each such period that has been prepared by the Trust
shall be kept on file in the principal executive office of the Trust for at
least twelve (12) months and each such statement shall be exhibited at all
reasonable times to any shareholder demanding an examination of any such
statement or a copy shall be mailed to any such shareholder.

The quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of any independent accountants
engaged by the Trust or the certificate of an authorized officer of the Trust
that the financial statements were prepared without audit from the books and
records of the Trust.




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                                  ARTICLE VIII
                                 GENERAL MATTERS

SECTION 1.  CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS
All checks, drafts, or other orders for payment of money, notes or other
evidences of indebtedness issued in the name of or payable to the Trust shall be
signed or endorsed by such person or persons and in such manner as from time to
time shall be determined by resolution of the Board of Trustees.

SECTION 2.  CONTRACTS AND INSTRUMENTS; HOW EXECUTED
The Board of Trustees, except as otherwise provided in these Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Trust and this
authority may be general or confined to specific instances; and unless so
authorized or ratified by the Board of Trustees or within the agency power of an
officer, no officer, agent, or employee shall have any power or authority to
bind the Trust by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.

SECTION 3.  CERTIFICATES FOR SHARES
At the discretion of the Trustees, a certificate or certificates for shares of
beneficial interest in any series of the trust may be issued to each shareholder
when any of these shares are fully paid. All certificates shall be signed in the
name of the Trust by the chairman of the board or the president or vice
president and by the chief financial officer or an assistant treasurer or the
secretary or any assistant secretary, certifying the number of shares and the
series of shares owned by the shareholders. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been place on a certificate
shall have ceased to be that officer, transfer agent, or registrar before that
certificate is issued, it may be issued by the Trust with the same effect as if
that person were an officer, transfer agent or registrar at the date of issue.
Notwithstanding the foregoing, the Trust may adopt and use a system of issuance,
recordation and transfer of its shares by electronic or other means.

SECTION 4.  LOST CERTIFICATES
Except as provided in this Section 4, no new certificates for shares shall be
issued to replace an old certificate unless the latter is surrendered to the
Trust and cancelled at the same time. The Board of Trustees may in case any
share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate on such terms and
conditions as the Board of Trustees may require, including a provision for
indemnification of the Trust secured by a bond or other adequate security
sufficient to protest the Trust against any claim that may be made against it,
including any expense or liability on account of the alleged loss, theft, or
destruction of the certificate or the issuance of the replacement certificate.

SECTION 5.  UNCERTIFICATED SHARES
Unless determined otherwise by the Trustees, the Trust shall issue shares of any
or all series in uncertificated form; provided, however, the Trust may issue
certificates to the holders of shares of a series which was originally issued in
uncertificated form, and if it has issued shares of any



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series in certificated form, they may at any time discontinue the issuance of
share certificates for such series and may, by written notice to such
shareholders of such series require the surrender of their shares certificates
to the Trust for cancellation, which surrender and cancellation shall not affect
the ownership of shares for such series.

For any series of shares for which the trustees issue shares without
certificates, the Trust, or any transfer agent selected by the Trust, may either
issue receipts therefore or may keep accounts upon the books of the Trust for
the record holders of such shares, who shall in either case be deemed, for all
purposes hereunder to be the holders of such shares as if they had received
certificates therefore and shall be held to have expressly assented and agreed
to the terms hereof and of the Declaration of Trust.

SECTION 6.  REPRESENTATION OF SHARES OF OTHER ENTITIES
The Chairman of the Board, the President or any Vice President or any other
person authorized by resolution of the Board of Trustees or by any of the
foregoing designated officers, is authorized to vote on behalf of the Trust any
and all shares of any corporation or corporations, partnerships, trusts, or
other entities, foreign or domestic, standing in the name of the Trust. The
authority granted to these officers to vote or represent on behalf of the Trust
any and all shares held by the Trust in any form of entity may be exercised by
any of these officers in person or by any person authorized to do so by a proxy
duly executed by these officers.

                                   ARTICLE IX
                                   AMENDMENTS

SECTION 1.  AMENDMENT BY SHAREHOLDERS
These Bylaws may be amended or repealed, in whole or in part, at any time by the
affirmative vote or written consent of a majority of the outstanding shares
issued and entitled to vote, except as otherwise provided by applicable law or
by the Declaration of Trust or these Bylaws.

SECTION 2.  AMENDMENT BY TRUSTEES
Subject to the right of shareholders as provided in Section 1 of this Article to
adopt, amend or repeal Bylaws, and except as otherwise provided by applicable
law or by the Declaration of Trust, these Bylaws may be adopted, amended, or
repealed, in whole or in part, at any time by the Board of Trustees.


                                                                         page 16


                                                                   EXHIBIT 99.g5


                 AMENDMENT NO. 3 TO OMNIBUS CUSTODIAN AGREEMENT

     Amendment No. 3, dated as of May 1, 2003 (the "Amendment"), to the Omnibus
Custodian Agreement dated August 10, 1993, as amended on December 1, 1994 and
March 4, 1996 (the "Agreement"), by and between AMERICAN CENTURY INTERNATIONAL
BOND FUNDS, F/K/A BENHAM INTERNATIONAL FUNDS ("Fund") and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company ("Custodian").

     WHEREAS, Custodian and several Registered Investment Companies in the
Benham mutual fund family were party to the Agreement;

     WHEREAS, on September 3, 1996, Custodian was notified of the termination of
the Agreement as to each of the investment companies listed in Exhibit A to the
Agreement except for the American Century International Bond Funds, formerly
known as Benham International Funds;

     WHEREAS, the Fund is registered under the Investment Company Act of 1940;
and

     WHEREAS, the Fund and Custodian desire to amend and supplement the
Agreement upon the following terms and conditions.

     NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Funds and Custodian hereby agree as follows:

1.   Exhibit A to the Agreement is hereby amended and restated in the form
     attached hereto.

2.   The following Section 25 is hereby added to the Agreement:

SECTION 25   DUTIES WITH RESPECT TO ACCOUNTS AND RECORDS AND VALUATION OF ASSETS
             -------------------------------------------------------------------

     SECTION 25.1 ACCOUNTS AND RECORDS. Custodian will prepare and maintain,
under the direction of and as interpreted by Fund, Fund's or Portfolio's
accountants and/or other advisors, in complete, accurate and current form such
accounts and records: (1) required to be maintained by Fund with respect to
portfolio transactions under Section 31(a) of the 1940 Act; (2) required as a
basis for calculation of each Portfolio's net asset value; and (3) as otherwise
agreed upon by the parties. Fund will advise Custodian in writing of all
applicable record retention requirements, other than those set forth in the 1940
Act. Custodian will preserve such accounts and records during the term of this
Agreement in the manner and for the periods prescribed in the 1940 Act or for
such longer period as is agreed upon by the parties. Fund will furnish, in
writing or its electronic or digital equivalent, accurate and timely information
needed by Custodian to complete such accounts and records when such information
is not readily available from generally accepted securities industry services or
publications.

     SECTION 25.2 DELIVERY OF ACCOUNTS AND RECORDS. Fund will turn over or cause
to be turned over to Custodian all accounts and records needed by Custodian to
perform its duties and responsibilities hereunder fully and properly. Custodian
may rely conclusively on the completeness and correctness of such accounts and
records.

     SECTION 25.3 ACCOUNTS AND RECORDS PROPERTY OF FUND. Custodian acknowledges
that all of the accounts and records maintained by Custodian pursuant hereto are
the property of Fund, and will be made available to Fund for inspection or
reproduction within a reasonable period of time, upon demand. Custodian will
assist Fund's independent auditors, or upon the prior written approval of Fund,
or upon demand, any regulatory body, in any requested review of Fund's accounts
and records but Fund will reimburse Custodian for all expenses and employee time
invested in any such review outside of routine and normal periodic reviews. Upon
receipt from Fund of the necessary information or instructions, Custodian will
supply information from the books and records it maintains for Fund that Fund
may reasonably request for tax returns, questionnaires, periodic reports to
shareholders and such other reports and information requests as Fund and
Custodian may agree upon from time to time.

     SECTION 25.4 ADOPTION OF PROCEDURES. Custodian and Fund may from time to
time adopt such procedures as they agree upon, and Custodian may conclusively
assume that no procedure approved or directed by Fund, Fund's or Portfolio's
accountants or other advisors conflicts with or violates any requirements of
Fund's Prospectus, governing documents, any applicable law, rule or regulation,
or any order, decree or agreement by which Fund may be bound. Fund will be
responsible for notifying Custodian of any changes in statutes, regulations,
rules, requirements or policies which may impact Custodian responsibilities or
procedures hereunder.

     SECTION 25.5 VALUATION OF ASSETS. Custodian will value the assets of each
Portfolio in accordance with Proper Instructions utilizing the information
sources designated by Fund ("PRICING SOURCES") on the Price Source and
Methodology Authorization Matrix, incorporated herein by this reference.

3.   Any and all references to "Benham International Funds" or "Fund" in the
     Agreement shall be changed to and inferred as "American Century
     International Bond Fund."

4.   General Provisions. This Amendment will at all times and in all respects be
     construed, interpreted, and governed by the laws of The Commonwealth of
     Massachusetts, without giving effect to the conflict of laws provisions
     thereof. This Amendment may be executed in any number of counterparts, each
     constituting an original and all considered one and the same agreement.
     This Amendment is intended to modify and amend the Agreement and the terms
     of this Amendment and the Agreement are to be construed to be cumulative
     and not exclusive of each other. Except as provided herein, the Agreement
     is hereby ratified and confirmed and remains in full force and effect.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers to be effective as of the date first above
written.


STATE STREET BANK AND TRUST COMPANY    AMERICAN CENTURY INTERNATIONAL BOND FUNDS

By:   /s/ Mark Nicholson                By: /s/ Robert J. Leach
     ------------------------------         ------------------------------------

Name, Title:  Mark Nicholson            Name, Title: Robert J. Leach
              Vice President,                        Vice President,
              Operations                             Director of Fund Accounting
              ---------------------                  ---------------------------





                                    Exhibit A

American Century International Bond Fund,
         a portfolio of American Century International Bond Funds



                                                                   EXHIBIT 99.g7

                      STATE STREET BANK AND TRUST COMPANY
                                AMERICAN CENTURY
                             INTERNATIONAL BOND FUND
                                  FEE SCHEDULE


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

 I. PORTFOLIO AND MULTICURRENCY ACCOUNTING

     Maintain investment ledgers, provide selected portfolio transactions,
     position and income reports. Maintain general ledger and capital stock
     accounts in compliance with GAAP (FAS 52). Prepare daily trial balance.
     Calculate net asset value daily. Provide selected general ledger reports.
     Securities yield or market value quotations will be provided to State
     Street via State Street's Automated Pricing System. (See Section III)

     o Investment Accounting Base Portfolio Fee     $2,500 per month/portfolio



 II. CUSTODY SERVICE

     Maintain custody of fund assets. Settle portfolio purchases and sales.
     Report buy and sell fails. Determine and collect portfolio income. Make
     cash disbursements and report cash transactions.

 Group A        Group B     Group C    Group D       Group E         Group F       Group G
 -------        -------     -------    -------       -------         -------       -------

 United States  Euroclear   Austria   Australia      Denmark         Indonesia     Argentina
                Japan       Germany   Belgium        Finland         Malaysia      Bangladesh
                Canada                Bermuda        France          Philippines   Brazil
                                      Hong Kong      Ireland         Poland        Chile
                                      Netherlands    Italy           Portugal      China
                                      New Zealand    Luxembourg      South Korea   Columbia
                                      Singapore      Mexico          Sri Lanka     Greece
                                      Switzerland    Norway          Sweden        India
                                                     Spain           Taiwan        Israel
                                                     Thailand                      Pakistan
                                                     United Kingdom                Peru
                                                                                   Turkey
                                                                                   Uruguay
                                                                                   Venezuela



 Transaction Charges:

 Group A                 Group B   Group C    Group D      Group E    Group F   Group G
 -------                 -------   -------    -------      -------    -------   -------

 See Domestic Fee
 Schedule                 $25        $40        $50          $60        $70      $150
 Foreign Exchange
      3rd Party           $16        $16        $16          $16        $16       $16
      State Street Bank   N/C        N/C        N/C          N/C        N/C       N/C




 Holding Charges in Basis Points:

 Group A                 Group B   Group C    Group D      Group E    Group F   Group G
 -------                 -------   -------    -------      -------    -------   -------

 See Domestic Fee
 Schedule                  3.0       3.5        6.0          9.0       25.0      40.0



                                       1







III. NAVIGATOR AUTOMATED PRICING

Monthly Base Fee                                                        $375.00

Monthly Quote Charge:

    o Municipal Bonds via Kenny/S & P or Muller Data                     $16.00

    o Corporate, Municipal, Convertible, Government Bonds and Adjustable
      Rate Preferred Stocks via IDSI                                     $13.00

    o Government, Corporate Bonds via Kenny/S & P or Muller              $11.00

    o Government, Corporate and Convertible Bonds via Merrill Lynch      $11.00

    o Foreign Bonds via Extel                                            $10.00

    o Options, Futures and Private Placements                             $6.00

    o Listed Equities (including International) and OTC Equities          $6.00


For billing purposes, the monthly quote charge will be based on the average
number of positions in the portfolio at month end.


IV. OUT-OF-POCKET EXPENSES

A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited
to, the following:


    o Wire Charges ($5.25 per wire in and $5.00 per wire out)

    o Sub-custodian charges

    o Telex

    o 17-F-5 annual review


There will be no charge for the following standard out-of-pocket expenses:

    o Telephone

    o Postage and Insurance

    o Courier Service

    o Supplies Related to Fund Records

    o Duplicating

    o DTC Eligibility Books

    o Price Waterhouse Audit Letter

The above fees will be charged against the fund's custodian checking account
five (5) days after the invoice is mailed to the fund's offices.


V. BALANCE CREDITS

State Street will offset fees with balance credits calculated at 75% of the bank
credit rate (see below) applied to average custody collected cash balances for
the month. Balance credits will be applied on a fund by fund basis and can be
used to offset custody fees. Any credits in excess of fees will be carried
forward from month to month through the end of the calendar year. For
calculation purposes, State Street uses an actual/actual basis.


Note: The bank credit rate is the equivalent to the lessor of:

           o The average 91-day Treasury Bill discount rate for the month -OR-
           o The average Federal Funds rate for the month less 50 basis points

VI. OVERDRAFT CHARGES

Fund overdrafts will be calculated at the Prime rate (as published in the WALL
STREET JOURNAL) and charged on a daily basis.


VII.  SPECIAL SERVICES

     Fees for activities of a non-recurring nature such as fund consolidations
     or reorganizations, extraordinary security shipments and the preparation
     of special reports will be subject to negotiation. Fees for yield
     calculation and other special items will be negotiated separately.


AMERICAN CENTURY                        STATE STREET BANK AND TRUST CO.

By    /s/ Robert J. Leach                 By      /s/ Christine McDaniel
      --------------------------------            ------------------------------
Title VP, Director of Fund Accounting    Title    Vice President
      --------------------------------            ------------------------------
Date  5/1/03                             Date     4/3/03
      --------------------------------            ------------------------------




                                                                  EXHIBIT 99.h12
 To: State Street Bank and Trust Company

  From: Client Name: AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

  Client Address: 4500 MAIN STREET KANSAS CITY, MO 64111
                  ---------------------------------------

  Date:     February 04, 2003

  Re: PRICE SOURCE AUTHORIZATION

Reference is made to the Custodian Agreement dated OCTOBER 8, 1993 between
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (the "Adviser"), on behalf of
American Century International Bond Fund (the "Fund"), and State Street Bank and
Trust Company. Capitalized terms used in this Price Source Authorization or in
any attachment or supplement shall have the meanings provided in the Custodian
Agreement unless otherwise specified. Pursuant to the Custodian Agreement, the
Adviser hereby directs State Street to calculate the net asset value ("NAV") of
the Fund or, if applicable, its Portfolios, in accordance with the terms of the
Fund's or Portfolio's currently effective Prospectus. State Street will perform
the NAV calculation subject to the terms and conditions of the Custodian
Agreement and this Authorization.

The Adviser hereby authorizes State Street to use the pricing sources specified
on the attached Authorization Matrix (as amended from time to time) as sources
for prices of assets in calculating the net asset value of the Fund. The Adviser
understands that State Street does not assume responsibility for the accuracy of
the quotations provided by the specified pricing sources and that State Street
shall have no liability for any incorrect data provided by the pricing sources
specified by the Adviser, except as may arise from State Street's lack of
reasonable care in performing agreed upon tolerance checks as to the data
furnished and calculating the net asset value of the Fund in accordance with the
data furnished to State Street. The Adviser also acknowledges that prices
supplied by the Adviser or an affiliate may be subject to approval of the Fund's
Board and are not the responsibility of State Street.

The Adviser agrees to indemnify and hold State Street harmless from any claim,
loss or damage arising as a result of using prices furnished by any specified
pricing source.

State Street agrees that written notice of any change in the name of any
specified pricing source will be sent to the Adviser as such information is
available to State Street.

Kindly acknowledge your acceptance of the terms of this letter in the space
provided below.


American Century Investment Management, Inc, on behalf of
American Century International Bond Fund


By  /s/ Robert J. Leach
   -----------------------------------  The foregoing terms are hereby accepted.




Print Name:  Robert J. Leach            STATE STREET BANK AND TRUST COMPANY
            -------------------------
Title:   Vice President, Director       By:
        -----------------------------      -----------------------------------
                                           Vice President





[STATE STREET BANK AND TRUST COMPANY LOGO] PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX Daily Valuation: Mutual Funds and Insurance (NAVigator; PAM for Mutual Funds) -------------------------------------------------------------------------------- INSTRUCTIONS: Please indicate the primary, secondary and tertiary source to be used by State Street in calculating market value of investment for each legal entity in the Client Relationship identified below. If the security type is not held (or, in the case of a mutual fund, not allowed by the fund prospectus), please indicate N/A. NOTE: If an Investment Manager is a Pricing Source, please specify explicitly. If the Client has more than one account or portfolio, each will be priced in accordance with the instructions given below unless otherwise indicated. If the accounting platform used for the Client is MCHorizon, then State Street performs a Data Quality review process as specified in the Sources Status Pricing Matrix on the NAVigator Pricing System which specifies pricing tolerance thresholds, index and price aging details. The Sources Status Pricing Matrix will be provided for your information and review. In the absence of an Instruction to the contrary, State Street shall be entitled to rely on the Instructions contained in this Price Source and Methodology Authorization Matrix for each additional legal entity within the client relationship to whom State Street provides pricing services from time to time. -------------------------------------- ------- ---------- -------- ------- ------------- ------------ SECURITY TYPE PRIMARY SECONDARY TERTIARY PRICING PRICING VALUATION SOURCE SOURCE SOURCE LOGIC DEFAULT LOGIC POINT -------------------------------------- ------- ---------- -------- ------- ------------- ------------ EQUITIES -------------------------------------- ------- ---------- -------- ------- ------------- ------------ U. S. Listed Equities (NYSE,AMEX) -------------------------------------- ------- ---------- -------- ------- ------------- ------------ U.S. OTC Equities (Nasdaq) -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Foreign Equities -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Listed ADR's -------------------------------------- ------- ---------- -------- ------- ------------- ------------ FIXED INCOME -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Municipal Bonds -------------------------------------- ------- ---------- -------- ------- ------------- ------------ US Bonds (Treasuries, MBS, American Evaluated Mean of NYSE ABS, Corporates) IDC Bloomberg Century Mean Bid/Ask Close -------------------------------------- ------- ---------- -------- ------- ------------- ------------ American Evaluated Mean of NYSE Eurobonds/Foreign Bonds IDC Bloomberg Century Mean Bid/Ask Close -------------------------------------- ------- ---------- -------- ------- ------------- ------------ OTHER ASSETS -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Options -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Futures -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Non - Listed ADR's -------------------------------------- ------- ---------- -------- ------- ------------- ------------ EXCHANGE RATES -------------------------------------- ------- ---------- -------- ------- ------------- ------------ -------------------------------------- ------- ---------- -------- ------- ------------- ------------ FORWARD POINTS -------------------------------------- ------- ---------- -------- ------- ------------- ------------ -------------------------------------- ------- ---------- -------- ------- ------------- ------------ CLIENT RELATIONSHIP: American Century Investment Management, Inc. (the "Advisor"), on behalf of the American Century International Bond Fund (the "Fund") --------------------------------------------------------------------------- LEGAL ENTITY (IF MORE THAN ONE, PLEASE LIST ON PAGE 2) AUTHORIZED BY: /s/ Robert J. Leach ----------------------------------------------------- STATE STREET BANK AND TRUST COMPANY ACCEPTED: , Vice President ------------------------------------------------------ EFFECTIVE DATE: 3 / 1 / 2003 (SUPERSEDES PRIOR MATRICES)



[STATE STREET BANK AND TRUST COMPANY LOGO] PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX Daily Valuation: Mutual Funds and Insurance (NAVigator; PAM for Mutual Funds) -------------------------------------------------------------------------------- INSTRUCTIONS: Please indicate the primary, secondary and tertiary source to be used by State Street in calculating market value of investment for each legal entity in the Client Relationship identified below. If the security type is not held (or, in the case of a mutual fund, not allowed by the fund prospectus), please indicate N/A. NOTE: If an Investment Manager is a Pricing Source, please specify explicitly. If the Client has more than one account or portfolio, each will be priced in accordance with the instructions given below unless otherwise indicated. If the accounting platform used for the Client is MCHorizon, then State Street performs a Data Quality review process as specified in the Sources Status Pricing Matrix on the NAVigator Pricing System which specifies pricing tolerance thresholds, index and price aging details. The Sources Status Pricing Matrix will be provided for your information and review. In the absence of an Instruction to the contrary, State Street shall be entitled to rely on the Instructions contained in this Price Source and Methodology Authorization Matrix for each additional legal entity within the client relationship to whom State Street provides pricing services from time to time. -------------------------------------- ------- ---------- -------- ------- ------------- ------------ SECURITY TYPE PRIMARY SECONDARY TERTIARY PRICING PRICING VALUATION SOURCE SOURCE SOURCE LOGIC DEFAULT LOGIC POINT -------------------------------------- ------- ---------- -------- ------- ------------- ------------ EQUITIES -------------------------------------- ------- ---------- -------- ------- ------------- ------------ U. S. Listed Equities (NYSE,AMEX) Bridge Reuters Last Market Close -------------------------------------- ------- ---------- -------- ------- ------------- ------------ U.S. OTC Equities (Nasdaq) Bridge Reuters Market Close -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Foreign Equities -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Listed ADR's -------------------------------------- ------- ---------- -------- ------- ------------- ------------ FIXED INCOME -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Municipal Bonds -------------------------------------- ------- ---------- -------- ------- ------------- ------------ US Bonds (Treasuries, MBS, ABS, Corporates) -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Eurobonds/Foreign Bonds -------------------------------------- ------- ---------- -------- ------- ------------- ------------ OTHER ASSETS -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Options -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Futures -------------------------------------- ------- ---------- -------- ------- ------------- ------------ Non - Listed ADR's -------------------------------------- ------- ---------- -------- ------- ------------- ------------ EXCHANGE RATES -------------------------------------- ------- ---------- -------- ------- ------------- ------------ -------------------------------------- ------- ---------- -------- ------- ------------- ------------ FORWARD POINTS -------------------------------------- ------- ---------- -------- ------- ------------- ------------ -------------------------------------- ------- ---------- -------- ------- ------------- ------------ CLIENT RELATIONSHIP: AMERICAN CENTURY INTERNATIONAL BOND FUNDS ----------------------------------------- LEGAL ENTITY (IF MORE THAN ONE, PLEASE LIST ON PAGE 2) AUTHORIZED BY: AUTHORIZED OFFICER ----------------------------------------------------- STATE STREET BANK AND TRUST COMPANY ACCEPTED: VICE PRESIDENT ------------------------------------------------------ EFFECTIVE DATE: __/___/___ (SUPERSEDES PRIOR MATRICES) [STATE STREET BANK AND TRUST COMPANY LOGO] PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX Daily Valuation: Mutual Funds and Insurance (NAVigator; PAM for Mutual Funds) LIST OF LEGAL ENTITIES IN THE CLIENT RELATIONSHIP ----------------- ---------------------------- --------------------------------- LEGAL ENTITY NAME OF AUTHORIZED SIGNER IF SIGNATURE OF AUTHORIZED SIGNER IF DIFFERENT THAN PAGE 1 DIFFERENT THAN PAGE 1 ----------------- ---------------------------- --------------------------------- ----------------- ---------------------------- --------------------------------- ----------------- ---------------------------- --------------------------------- ----------------- ---------------------------- --------------------------------- ----------------- ---------------------------- --------------------------------- ----------------- ---------------------------- --------------------------------- ----------------- ---------------------------- --------------------------------- ------------------ ------------------------------------------------------------ EXPLANATION OF FIELDS ------------------ ------------------------------------------------------------ Client: Indicate the legal entity name of the Client. If there are multiple legal entities for one client relationship, please list each Legal Entity on p. 2. If a single legal entity encompasses multiple portfolios/accounts/series, any of which are to be priced differently, please so indicate. ------------------ ------------------------------------------------------------ Primary Source: Indicate the primary source for prices for the security type. If an Investment Manager is a pricing source, please specify explicitly. ------------------ ------------------------------------------------------------ Secondary Source: Indicate the secondary source for prices for the security type. If an Investment Manager is a pricing source, please specify explicitly. ------------------ ------------------------------------------------------------ Tertiary Source: Indicate the tertiary (3rd level) source for prices for the security type. If an Investment Manager is a pricing source, please specify explicitly. ------------------ ------------------------------------------------------------ Pricing Logic: Indicate the price type to be referenced for the security type: Ask, Bid, Close, Evaluated Mean, Last Sale, amortized cost, etc. ------------------ ------------------------------------------------------------ Pricing Default Indicate the price type to be referenced for the security Logic: type: Ask, Bid, Close, Evaluated Mean, Last Sale, amortized cost, etc. in the instance where the preferred price type is not available ------------------ ------------------------------------------------------------ Valuation Point: Indicate time of day: Market Close, End of Day, specific time and time zone. ------------------ ------------------------------------------------------------ Authorized By: Provide the signature of the person authorizing the completion of the Price Source Authorization. If multiple legal entities are listed on p. 2, please provide the signature of an authorized person in each case, if necessary. ------------------ ------------------------------------------------------------ Date: Indicate the date the Price Source Authorization was completed ------------------ ------------------------------------------------------------
                                                                    EXHIBIT 99.i


                          American Century Investments
                                4500 Main Street
                          Kansas City, Missouri 64111



April 29, 2004

American Century International Bond Funds
4500 Main Street
Kansas City, Missouri  64111

Ladies and Gentlemen:

     I have acted as counsel to American Century International Bond Funds, a
business trust formed under the laws of the Commonwealth of Massachusetts (the
"Trust"), in connection with Post-Effective Amendment No. 19 (the "PEA") to the
Trust's Registration Statement on Form N-1A (File Nos. 33-43321, 811-6441),
registering an indefinite number of shares of beneficial interest of the Trust
under the Securities Act of 1933, as amended (the "1933 Act"), and under the
Investment Company Act of 1940, as amended (the "1940 Act"). As used in this
letter, the term "Shares" refers to the series, and classes of such series, of
shares of beneficial ownership of the Trust indicated on Schedule A hereto.

     In connection with rendering the opinions set forth below, I have examined
the PEA; the Trust's Amended and Restated Agreement and Declaration of Trust and
the current Bylaws, as reflected in the corporate records of the Trust;
resolutions of the Board of Trustees of the Trust relating to the authorization
and issuance of the Shares; and such other documents as I deemed relevant. In
conducting my examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity, accuracy and
completeness of documents purporting to be originals and the conformity to
originals of any copies of documents. I have not independently established any
facts represented in the documents so relied on.

     I am a member of the Bar of the State of Missouri. The opinions expressed
in this letter are based on the facts in existence and the laws in effect on the
date hereof and are limited to the laws (other than the conflict of law rules)
of the Commonwealth of Massachusetts that in my experience are normally
applicable to the issuance of shares by entities such as the Trust and to the
1933 Act, the 1940 Act, and the regulations of the Securities and Exchange
Commission (the "SEC") thereunder. I express no opinion with respect to any
other laws.

     Based upon and subject to the foregoing and the qualifications set forth
below, it is my opinion that:

     1.   The issuance of the Shares has been duly authorized by the Trust.





American Century Municipal Trust
April 29, 2004
Page 2



     2. When issued and paid for upon the terms provided in the PEA, subject to
compliance with the 1933 Act, the 1940 Act, and applicable state laws regulating
the offer and sale of securities, and assuming the continued valid existence of
the Trust under the laws of the Commonwealth of Massachusetts, the Shares will
be validly issued, fully paid and non-assessable. However, I note that
shareholders of the Trust may, under certain circumstances, be held personally
liable for the obligations of the Trust.

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

     I hereby consent to the use of this opinion as an exhibit to the PEA. I
assume no obligation to advise you of any changes in the foregoing subsequent to
the effectiveness of the PEA. In giving my consent I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the SEC thereunder. The opinions
expressed herein are matters of professional judgment and are not a guarantee of
result.


                                   Very truly yours,


                                   /s/ Charles A. Etherington
                                   -----------------------------------
                                   Charles A. Etherington
                                   Senior Vice President and
                                   Deputy General Counsel



CAE/dnh







                                   SCHEDULE A

    SERIES                                                 CLASS
    ------                                                 -----

    International Bond Fund                              Investor Class
                                                         Advisor Class




                                                                   EXHIBIT 99.j1


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We hereby consent to the incorporation by reference in this Registration
Statement on Form N-1A ("Registration Statement") of our report dated February
19, 2004, relating to the financial statements and financial highlights which
appear in the December 31, 2003 Annual Report to Shareholders of the
International Bond Fund which are also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights", "Independent Accountants" and "Financial
Statements" in such Registration Statement.



/s/ PricewaterhouseCoopers LLP
----------------------------------------
PricewaterhouseCoopers LLP


Kansas City, Missouri
April 27, 2004