TWENTIETH CENTURY INVESTORS INC, 497, 1996-09-10

TWENTIETH CENTURY INVESTORS INC
497, 1996-09-10

Previous: TRITON ENERGY CORP, S-3, 1996-09-10

Next: UAL CORP /DE/, SC 13G/A, 1996-09-10

TWENTIETH CENTURY
BALANCED INVESTORS

ADVISOR CLASS PROSPECTUS
SEPTEMBER 3,
1996

TWENTIETH CENTURY INVESTORS
- --------------------------------------------------------------------------------

Balanced Investors seeks capital growth and current income. It is
management's intention to maintain approximately 60% of the fund's assets in
common stocks that are considered by management to have better-than-average
prospects for appreciation and the remainder in bonds and other fixed income
securities. There is no assurance that the fund will achieve its investment
objectives.

The Twentieth Century fund offered in this Prospectus (the Advisor Class
shares) is sold at its net asset value with no sales charges or commissions. The
Advisor Class shares are subject to Rule 12b-1 shareholder services and
distribution fees as described in this Prospectus
.
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.

This Prospectus gives you information about the fund that you should know
before investing. You should read this Prospectus carefully and retain it for
future reference. Additional information is included in the Statement of
Additional Information dated September 3, 1996, and filed with the Securities
and Exchange Commission. It is incorporated in this Prospectus by reference.
To obtain a copy without charge, call or write:

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385 o 1-800-345-3533
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-345-1833 o In Missouri: 816-753-0700
Internet: http://www.twentieth-century.com

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE.....................................3
FINANCIAL HIGHLIGHTS........................................................4

INFORMATION REGARDING THE FUND

INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUND.....................................................5
Investment Approach.......................................................5
Equity Investments........................................................5
Fixed Income Investments..................................................5
OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS................................................6
Foreign Securities........................................................6
Forward Currency Exchange Contracts.......................................6
Portfolio Turnover........................................................7
Repurchase Agreements.....................................................7
Derivative Securities.....................................................8
Portfolio Lending.........................................................9
When-Issued Securities....................................................9
Rule 144A Securities......................................................9
Short Sales..............................................................10
PERFORMANCE ADVERTISING....................................................10

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP

HOW TO PURCHASE AND SELL
TWENTIETH CENTURY FUNDS.................................................12
HOW TO EXCHANGE YOUR INVESTMENT
FROM ONE TWENTIETH CENTURY
FUND TO ANOTHER.........................................................12
HOW TO REDEEM SHARES.......................................................12
Special Requirements for Large
Equity Fund Redemptions................................................13
TELEPHONE SERVICES.........................................................13
Investors Line...........................................................13
Automated Information Line...............................................13

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE................................................................14
When Share Price Is Determined...........................................14
How Share Price Is Determined............................................14
Where to Find Information
About Share Price......................................................15
DISTRIBUTIONS..............................................................15
TAXES......................................................................15
Tax-Deferred Accounts....................................................15
Taxable Accounts.........................................................16
MANAGEMENT.................................................................17
Investment Management....................................................17
Code of Ethics...........................................................18
Transfer and Administrative Services.....................................18
DISTRIBUTION OF FUND SHARES................................................18
Service and Distribution Fees............................................19
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY.................................................19

- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY THE FUND TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR FOR THE FUND, AND YOU SHOULD NOT RELY ON ANY
OTHER INFORMATION OR REPRESENTATION.

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases none
Maximum Sales Load Imposed on Reinvested Dividends none
Deferred Sales Load none
Redemption Fee none
Exchange Fee none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):
Management Fees 0.75%
12b-1 Fees(1) 0.50%
Other Expenses(2) 0.00%
Total Fund Operating Expenses 1.25%

Example: You would pay the following expenses on a 1 year $ 13
$1,000 investment, assuming a 5% annual return and 3 years 40
redemption at the end of each time period: 5 years 68
10 years 150

(1) The 12b-1 fee is designed to permit investors to purchase Advisor Class
shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the manager, and a portion is used to
compensate them for distribution and other shareholder services. See
"Service and Distribution Fees," page 19.

(2) Other expenses, which include the fees and expenses (including legal
counsel fees) of those directors who are not "interested persons" as
defined in the Investment Company Act, were 0.0014 of 1% of average net
assets for the most recent fiscal year.

The purpose of this table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of Balanced Investors
offered by this Prospectus. The example set forth above assumes reinvestment of
all dividends and distributions and uses a 5% annual rate of return as required
by Securities and Exchange Commission regulations.

NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES SHOWN ABOVE SHOULD BE
CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The shares offered by this prospectus are Advisor Class shares. The fund
offers three other classes of shares, one of which is primarily made available
to retail investors and two that are primarily made available to institutional
investors. The other classes have different fee structures than the Advisor
Class, resulting in different performance for those classes. For additional
information about the various classes, see "Further Information About Twentieth
Century," page 19.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS--BALANCED INVESTORS
(For a Share Outstanding Throughout the Period)

The Advisor Class of the fund was established September 3, 1996. The
financial information in this table regarding selected per share data for the
fund reflects the performance of the fund's Investor Class of shares, which has
a total expense ratio that is 0.25% lower than the Advisor Class. Had the
Advisor Class been in existence for the fund for the time periods presented, the
fund's performance information would be lower as a result of the additional
expense.

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
-------------------------------------------------------------- Oct 20, 1988
(INCEPTION) THROUGH
1995 1994 1993 1992 1991 1990 1989 OCT. 31, 1988
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $15.94 $16.52 $14.89 $15.11 $10.89 $11.84 $10.13 $10.22
------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss)(1)..... .48 .42 .38 .33 .38 .41 .37 .01

Net Realized
and Unrealized
Gains (Losses)....... 2.03 (.58) 1.62 (.23) 4.22 (.62) 1.71 (.10)
------ ------ ------ ------ ------ ------ ------ ------
Total from
Investment Operations 2.51 (.16) 2.00 .10 4.60 (.21) 2.08 (.09)
------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS
From Net
Investment Income.... (.475) (.416) (.375) (.322) (.384) (.417) (.372) --

From Net Realized
Gains on Investment
Transactions......... (.274) -- -- -- -- (.320) -- --
------ ------ ------ ------ ------ ------ ------ ------
Total Distributions.. (.749) (.416) (.375) (.322) (.384) (.737) (.372) --
------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD.......... $17.70 $15.94 $16.52 $14.89 $15.11 $10.89 $11.84 $10.13
====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN(2)...... 16.36% (.93%) 13.64% .63% 42.92% (2.10%) 20.94% (.88%)

RATIOS/SUPPLEMENTAL DATA
Ratio of Expenses to
Average Net Assets... .98% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%(3)

Ratio of Net Investment
Income to Average
Net Assets........... 2.9% 2.7% 2.4% 2.4% 3.1% 3.8% 4.2% 4.4%(3)
Portfolio Turnover Rate 85%(3) 94% 95% 100% 116% 104% 171% 99%(3)

Average Commission
Paid per Investment
Security Traded...... $.039 --(4) --(4) --(4) --(4) --(4) --(4) --(4)

Net Assets, End
of Period (in millions) $816 $704 $706 $654 $255 $66 $30 $3

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

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total return assumes reinvestment
of dividends and capital gains distributions, if any.

(3) Annualized.

(4) Not computed for the period indicated.
</TABLE>

INFORMATION REGARDING THE FUND
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUND

The fund has adopted certain investment restrictions that are set forth in
the Statement of Additional Information. Those restrictions, as well as the
investment objective of the fund identified on the front cover page of this
Prospectus, and any other investment policies designated as "fundamental" in
this Prospectus or in the Statement of Additional Information, cannot be changed
without shareholder approval. The fund has implemented additional investment
policies and practices to guide its activities in the pursuit of its investment
objective. These policies and practices, which are described throughout this
Prospectus, are not designated as fundamental policies and may be changed
without shareholder approval.

INVESTMENT APPROACH

The manager intends to invest approximately 60% of the fund's assets in
equity securities, while the remainder will be invested in bonds and other fixed
income securities. A description of the investment style for each class of
investment follows.

EQUITY INVESTMENTS

With the equity portion of the Balanced Investors portfolio, the manager
seeks capital growth by investing in securities, primarily common stocks, that
meet certain fundamental and technical standards of selection (relating
primarily to earnings and revenues acceleration) and have, in the opinion of the
manager, better-than-average potential for appreciation. So long as a sufficient
number of such securities are available, the manager intends to keep the equity
portion of Balanced Investors fully invested in these securities regardless of
the movement of stock prices generally. The fund may purchase securities only of
companies that have a record of at least three years continuous operation.

The manager selects, for the equity portion of the portfolio, securities of
companies whose earnings and revenue trends meet management's standards of
selection. The size of the companies in which a fund invests tends to give it
its own characteristics of volatility and risk. These differences come about
because developments such as new or improved products or methods, which would be
relatively insignificant to a large company, may have a substantial impact on
the earnings and revenues of a small company and create a greater demand and a
higher value for its shares. However, a new product failure which could readily
be absorbed by a large company can cause a rapid decline in the value of the
shares of a smaller company. Hence, it could be expected that the volatility of
the fund will be impacted by the size of companies in which it invests.

FIXED INCOME INVESTMENTS

The manager intends to maintain approximately 40% of the fund's assets in
fixed income securities with a minimum of 25% of that amount in fixed income
senior securities. The fixed income securities in the fund will be chosen based
on their level of income production and price stability. The fund may invest in
a diversified portfolio of debt and other fixed-rate securities payable in
United States currency. These may include obligations of the United States
government, its agencies and instrumentalities; corporate securities (bonds,
notes, preferreds and convertible issues), and sovereign government, municipal,
mortgage-backed and other asset-backed securities.

There are no maturity restrictions on the fixed income securities in which
the fund invests. Under normal market conditions the weighted average portfolio
maturity for the fixed income portfolio will be in the three- to 10-year range.
The manager will actively manage the portfolio, adjusting the weighted average
portfolio maturity in response to expected changes in interest rates. During
periods of rising interest rates, a shorter weighted average maturity may be
adopted in order to reduce the effect of bond price declines on the fund's net
asset value. When interest rates are

falling and bond prices rising, a longer weighted average portfolio maturity may
be adopted.

It is the manager's intention to invest the fund's fixed income holdings in
high-grade securities. At least 80% of fixed income assets will be invested in
securities which at the time of purchase are rated within the three highest
categories by a nationally recognized statistical rating organization [at least
A by Moody's Investors Service, Inc. (Moody's) or Standard & Poor's Corp.
(S&P)].

The remaining portion of the fixed income assets may be invested in issues
in the fourth highest category (Baa by Moody's or BBB by S&P), or, if not rated,
are of equivalent investment quality as determined by the manager and which, in
the opinion of the manager, can contribute meaningfully to the fund's results
without compromising its objectives. Such issues might include a lower-rated
issue where research suggests the likelihood of a rating increase; or a
convertible issue of a company deemed attractive by the equity management team.
According to Moody's, bonds rated Baa are medium-grade and possess some
speculative characteristics. A BBB rating by S&P indicates S&P's belief that a
security exhibits a satisfactory degree of safety and capacity for repayment,
but is more vulnerable to adverse economic conditions or changing circumstances.
(See "An Explanation of Fixed Income Securities Ratings" in the Statement of
Additional Information.)

OTHER INVESTMENT PRACTICES,
THEIR CHARACTERISTICS AND RISKS

For additional information, see "Additional Investment Restrictions" in the
Statement of Additional Information.

FOREIGN SECURITIES

The fund may invest an unlimited amount of its assets in the securities of
foreign issuers, primarily from developed markets, when these securities meet
its standards of selection. The fund may make such investments either directly
in foreign securities, or by purchasing Depositary Receipts ("DRs") for foreign
securities. DRs are securities listed on exchanges or quoted in the
over-the-counter market in one country but represent the shares of issuers
domiciled in other countries. DRs may be sponsored or unsponsored. Direct
investments in foreign securities may be made either on foreign securities
exchanges or in the over-the-counter markets.

The fund may invest in common stocks, convertible securities, preferred
stocks, bonds, notes and other debt securities of foreign issuers, and debt
securities of foreign governments and their agencies. The fund will limit its
purchase of debt securities to investment grade obligations.

Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future political
and economic developments, reduced availability of public information concerning
issuers, and the fact that foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.

FORWARD CURRENCY
EXCHANGE CONTRACTS

Some of the foreign securities held by the fund may be denominated in
foreign currencies. Other securities, such as DRs, may be denominated in U.S.
dollars, but have a value that is dependent on the performance of a foreign
security, as valued in the currency of its home country. As a result, the value
of the fund's portfolios may be affected by changes in the exchange rates
between foreign currencies and the U.S. dollar, as well as by changes in the
market values of the securities themselves. The performance of foreign
currencies relative to the U.S. dollar may be a factor in the overall
performance of the fund.

To protect against adverse movements in ex-change rates between currencies,
the fund may,

for hedging purposes only, enter into forward currency exchange contracts. A
forward currency exchange contract obligates the fund to purchase or sell a
specific currency at a future date at a specific price.

The fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.

By entering into a forward currency exchange contract with respect to the
specific purchase or sale of a security denominated in a foreign currency, the
fund can "lock in" an exchange rate between the trade and settlement dates for
that purchase or sale. This practice is sometimes referred to as "transaction
hedging." The fund may enter into transaction hedging contracts with respect to
all or a substantial portion of its foreign securities trades.

When the manager believes that a particular currency may decline in value
compared to the U.S. dollar, the fund may enter into forward currency exchange
contracts to sell the value of some or all of the fund's portfolio securities
either denominated in, or whose value is tied to, that currency. This practice
is sometimes referred to as "portfolio hedging." The fund may not enter into a
portfolio hedging transaction where it would be obligated to deliver an amount
of foreign currency in excess of the aggregate value of its portfolio securities
or other assets denominated in, or whose value is tied to, that currency.

The fund will make use of the portfolio hedging to the extent deemed
appropriate by the manager. However, it is anticipated that the fund will enter
into portfolio hedges much less frequently than transaction hedges.

If the fund enters into a forward contract, the fund, when required, will
instruct its custodian bank to segregate cash or liquid high-grade securities in
a separate account in an amount sufficient to cover its obligation under the
contract. Those assets will be valued at market daily, and if the value of the
segregated securities declines, additional cash or securities will be added so
that the value of the account is not less than the amount of the fund's
commitment. At any given time, no more than 10% of the fund's assets will be
committed to a segregated account in connection with portfolio hedging
transactions.

Predicting the relative future values of currencies is very difficult, and
there is no assurance that any attempt to protect the fund against adverse
currency movements through the use of forward currency exchange contracts will
be successful. In addition, the use of forward currency exchange contracts tends
to limit the potential gains that might result from a positive change in the
relationships between the foreign currency and the U.S. dollar.

PORTFOLIO TURNOVER

The total portfolio turnover rate of the fund is shown in the Financial
Highlights table on page 4 of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to the fund's objectives.
The rate of portfolio turnover is irrelevant when the manager believes a change
is in order to achieve those objectives and accordingly, the annual
portfolio turnover rate cannot be anticipated.

The portfolio turnover of the fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage commissions, which is a cost that the fund
pays directly. Portfolio turnover may also affect the character of capital
gains, if any, realized and distributed by the fund since short-term capital
gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

The fund may invest in repurchase agreements when such transactions present
an attractive short-term return on cash that is not otherwise committed to the
purchase of securities pursuant to the investment policies of 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 repurchase it on a
specified date in the future at an agreed-upon price. The repurchase price
reflects an agreed-upon interest rate during the time the fund's money is
invested in the security.

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

The fund will limit repurchase agreement transactions to securities issued
by the United States government, its agencies and instrumentalities, and will
enter into such transactions with those banks and securities dealers who are
deemed creditworthy pursuant to criteria adopted by the fund's board of
directors.

The fund will invest no more than 15% of its assets in repurchase
agreements maturing in more than seven days.

DERIVATIVE SECURITIES

To the extent permitted by its investment objectives and policies, the fund
may invest in securities that are commonly referred to as "derivative"
securities. Generally, a derivative is a financial arrangement the value of
which is based on, or "derived" from, a traditional security, asset, or market
index. Certain derivative securities are more accurately described as
"index/structured" securities. Index/structured securities are derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts), currencies, interest rates, indices or other financial
indicators ("reference indices").

Some "derivatives" such as mortgage-related and other asset-backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.

There are many different types of derivatives and many different ways to
use them. Futures and options are commonly used for traditional hedging purposes
to attempt to protect a fund from exposure to changing interest rates,
securities prices, or currency exchange rates and for cash management purposes
as a low-cost method of gaining exposure to a particular securities market
without investing directly in those securities.

The fund may not invest in a derivative security unless the reference index
or the instrument to which it relates is an eligible investment for the fund.
For example, a security whose underlying value is linked to the price of oil
would not be a permissible investment since the funds may not invest in oil and
gas leases or futures.

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

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

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

o the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the exchange,
either of which may make it difficult or impossible to close out a
position when desired;

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

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

The board of directors has approved the manager's policy regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection with a purchase of derivative securities. The policy
also establishes a committee that must review certain proposed purchases before
the purchases can be made. The manager will report on fund activity in
derivative securities to the board of directors as necessary. In addition, the
board will review the manager's policy for investments in derivative securities
annually.

PORTFOLIO LENDING

In order to realize additional income, the fund may lend its portfolio
securities to persons not affiliated with it and who are deemed to be
creditworthy. Such loans must be secured continuously by cash collateral
maintained on a current basis in an amount at least equal to the market value of
the securities loaned, or by irrevocable letters of credit. During the existence
of the loan, the fund must continue to receive the equivalent of the interest
and dividends paid by the issuer on the securities loaned and interest on the
investment of the collateral. The fund must have the right to call the loan and
obtain the securities loaned at any time on five days' notice, including the
right to call the loan to enable the fund to vote the securities. Such loans may
not exceed one-third of the fund's net assets taken at market. Interest on
loaned securities may not exceed 10% of the annual gross income of the fund
(without offset for realized capital gains). The portfolio lending policy
described in this paragraph is a fundamental policy that may be changed only by
a vote of a majority of the fund's shareholders.

WHEN-ISSUED SECURITIES

The fund may sometimes purchase new issues of securities on a when-issued
basis without limit when, in the opinion of the manager, such purchases will
further the investment objectives of the fund. The price of when-issued
securities is established at the time commitment to purchase is made. Delivery
of and payment for these securities typically occur 15 to 45 days after the
commitment to purchase. Market rates of interest on debt securities at the time
of delivery may be higher or lower than those contracted for on the when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund. A separate account for the fund
consisting of cash or high-quality liquid debt securities in an amount at least
equal to the when-issued commitments will be established and maintained with the
custodian. No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

The fund may, from time to time, purchase Rule 144A securities when they
present attractive investment opportunities that otherwise meet the fund's
criteria for selection. Rule 144A securities are securities that are privately
placed with and traded among qualified institutional buyers rather than the
general public. Although Rule 144A securities are considered "restricted
securities," they are not necessarily illiquid.

With respect to securities eligible for resale under Rule 144A, the staff
of the Securities and Exchange Commission has taken the position that the
liquidity of such securities in the portfolio of a fund offering redeemable
securities is a question of fact for the board of directors to determine, such
determination to be based upon a consideration of the readily available trading
markets and the review of any contractual restrictions. Accordingly, the board
of directors is responsible for developing and establishing the guidelines and
procedures for determining the liquidity of Rule 144A securities. As allowed by
Rule 144A, the board of directors of the fund has delegated the day-to-day
function of determining the liquidity of Rule 144A securities to the manager.
The board retains the responsibility to monitor the implementation of the
guidelines and procedures it has adopted.

Since the secondary market for such securities is limited to certain
qualified institutional investors, the liquidity of such securities may be
limited accordingly and the fund may, from time to time, hold a Rule 144A
security that is illiquid. In such an event, the fund's manager will consider
appropriate remedies to minimize the effect on the fund's liquidity. The fund
may not invest more than 15% of its assets in illiquid securities (securities
that may not be sold within seven days at approximately the price used in
determining the net asset value of fund shares).

SHORT SALES

The fund may engage in short sales if, at the time of the short sale, the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost. These transactions allow the fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.

The fund may make a short sale when it wants to sell the security it owns
at a current attractive price, but also wishes to defer recognition of gain or
loss for federal income tax purposes and for purposes of satisfying certain
tests applicable to regulated investment companies under the Internal Revenue
Code.

PERFORMANCE ADVERTISING

From time to time, the fund may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return, average annual total return and yield.
Performance data may be quoted separately for the Advisor Class and the other
classes offered by the fund.

Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compound return over a stated period of time that would
have produced a fund's cumulative total return over the same period if the
fund's performance had remained constant throughout.

A quotation of yield reflects a fund's income over a stated period
expressed as a percentage of the fund's share price.

Yield is calculated by adding over a 30-day (or one-month) period all
interest and dividend income (net of fund expenses) calculated on each day's
market values, dividing this sum by the average number of fund shares
outstanding during the period, and expressing the result as a percentage of the
fund's share price on the last day of the 30-day (or one-month) period. The
percentage is then annualized. Capital gains and losses are not included in the
calculation.

Yields are calculated according to accounting methods that are standardized
in accordance with SEC rules for all stock and bond funds. Because yield
accounting methods differ from the methods used for other accounting purposes,
the fund's yield may not equal the income paid on your shares or the income
reported in the fund's financial statements.

The fund may also include in advertisements data comparing performance with
the performance of non-related investment media, published editorial comments
and performance rankings compiled by independent organizations (such as Lipper
Analytical Services or Donoghue's Money Fund Report) and publications that
monitor the performance of mutual funds. Performance information may be quoted
numerically or may be presented in a table, graph or other illustration. In
addition, fund performance may be compared to well-known indices of market
performance including the Standard & Poor's (S&P) 500 Index and the Dow Jones
Industrial Average. Fund performance may also be compared, on a relative basis,
to other funds in our fund family. This relative comparison, which may be based
upon historical or expected fund performance, volatility or other fund
characteristics, may be presented numerically, graphically or in text.

Fund performance may also be combined or blended with other funds in our fund
family, and that combined or blended performance may be compared to the same
indices to which individual funds may be compared.

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.

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

Twentieth Century Investors, Inc. is a member of the Twentieth Century
family of funds, a family that offers 66 mutual funds covering a variety of
investment opportunities. The following section explains how to purchase,
exchange and redeem Advisor Class shares of the fund offered by this Prospectus.

HOW TO PURCHASE AND
SELL TWENTIETH CENTURY FUNDS

If you are purchasing through a retirement or savings plan, the
administrator of your plan or your employee benefits office can provide you with
information on how to participate in your plan and how to select Twentieth
Century funds as an investment option.

If you are purchasing through a financial intermediary, you should contact
your service representative at the financial intermediary for information about
how to select Twentieth Century funds.

If you have questions about the fund, see "Investment Policies of the
Fund," page 5, or call our Investors Line at 1-800-345-3533.

Orders to purchase shares are effective on the day we receive payment. (See
"When Share Price is Determined," page 14.)

We may discontinue offering shares generally in the fund (including any
class of shares of the fund) or in any particular state without notice to
shareholders.

HOW TO EXCHANGE YOUR
INVESTMENT FROM ONE TWENTIETH
CENTURY FUND TO ANOTHER

Your plan or program may permit you to exchange your investment in the
shares of the fund for shares of another fund in our family. See your plan
administrator, employee benefits office or financial intermediary for details on
the rules in your plan governing exchanges.

Exchanges are made at the respective net asset values, next computed after
receipt of the exchange instruction by us. If in any 90-day period, the total of
the exchanges and redemptions from the account of any one plan participant or
financial intermediary client exceeds the lesser of $250,000 or 1% of a fund's
assets, further exchanges may be subject to special requirements to comply with
our policy on large equity fund redemptions. (See "Special Requirements for
Large Redemptions," on page 13.)

HOW TO REDEEM SHARES

Subject to any restrictions imposed by your employer's plan or financial
intermediary's program, you can sell ("redeem") your shares through the plan or
financial intermediary at their net asset value. Your plan administrator,
trustee, or financial intermediary or other designated person must provide us
with redemption instructions. The shares will be redeemed at the net asset value
next computed after receipt of the instructions in good order. (See "When Share
Price Is Determined," page 14.) If you have any questions about how to redeem,
contact your plan administrator, employee benefits office, or service
representative at your financial intermediary, as applicable.

SPECIAL REQUIREMENTS FOR
LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the Investment Company
Act, which obligates the fund to redeem shares in cash, with respect to any one
participant account during any 90-day period, up to the lesser of $250,000 or 1%
of the assets of the fund. Although redemptions in excess of this limitation
will also normally be paid in cash, we reserve the right to honor these
redemptions by making payment in whole or in part in readily marketable
securities (a "redemption-in-kind"). If payment is made in securities, the
securities will be selected by the fund, will be valued in the same manner as
they are in computing the fund's net asset value and will be provided to the
redeeming plan participant or financial intermediary in lieu of cash without
prior notice.

If you expect to make a large redemption and would like to avoid any
possibility of being paid in securities, you may do so by providing 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.
Receipt of your instruction 15 days prior to the transaction provides the fund
with sufficient time to raise the cash in an orderly manner to pay the
redemption and thereby minimizes the effect of the redemption on the fund and
its remaining shareholders.

Despite its right to redeem fund shares through a redemption-in-kind, we do
not expect to exercise this option unless the fund has an unusually low level of
cash to meet redemptions and/or is experiencing unusually strong demands for its
cash. Such a demand might be caused, for example, by extreme market conditions
that result in an abnormally high level of redemption requests concentrated in a
short period of time. Absent these or similar circumstances, we expect
redemptions in excess of $250,000 to be paid in cash in any fund with assets of
more than $50 million if total redemptions from any one account in any 90-day
period do not exceed one-half of 1% of the total assets of the fund.

TELEPHONE SERVICES

INVESTORS LINE

You may reach one of our Institutional Service Representatives by calling
our Investor Line at 1-800-345-3533. On our Investors Line you may request
information about our funds and a current prospectus, or get answers to any
questions that you may have about the funds and the services we offer.

AUTOMATED INFORMATION LINE

In addition to reaching us on our Investors Line, you may also reach us by
telephone on our Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8675. By calling the Automated Information Line you may listen to
fund prices, yields and total return figures.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net
asset value is determined by calculating the total value of the fund's assets,
deducting total liabilities and dividing the result by the number of shares
outstanding. Net asset value is determined at the close of regular trading on
each day that the New York Stock Exchange is open.

Investments and requests to redeem or exchange shares will receive the
share price next determined after receipt by us of the investment, redemption or
exchange request. For example, investments and requests to redeem or exchange
shares received by us or our authorized agents before the close of business on
the New York Stock Exchange, usually 3 p.m. Central time, are effective on, and
will receive the price determined, that day as of the close of the Exchange.
Investment, redemption and exchange requests received thereafter are effective
on, and receive the price determined as of the close of the Exchange on, the
next day the Exchange is open.

Investments are considered received only when payment is received by us.
Wired funds are considered received on the day they are deposited in our bank
account if they are deposited before the close of business on the Exchange,
usually 3 p.m. Central time.

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

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

The portfolio securities of the fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges are generally valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices, or
at the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the board of directors.

Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.

The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, usually
3 p.m. Central time, if that is earlier. That value is then exchanged to dollars
at the prevailing foreign exchange rate.

was established but before the net asset value per share was determined that was
likely to materially change the net asset value, then that security would be
valued at fair value as determined in accordance with procedures adopted by the
board of directors.

Trading of these securities in foreign markets may not take place on every
New York Stock Exchange business day. In addition, trading may take place in
various foreign markets on Saturdays or on other days when the New York Stock
Exchange is not open and on which the fund's net asset value is not calculated.
Therefore, such calculation does not take place contemporaneously with the
determination of the prices of many of the portfolio securities used in such
calculation and the value of the fund's portfolio may be affected on days when
shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

The net asset value of the Investor Class of the fund is published in
leading newspapers daily. Because the total expense ratio for the Advisor Class
shares is .25% higher than the Investor Class, their net asset values will be
lower than the Investor Class. The net asset value of the Advisor Class may be
obtained by calling us.

DISTRIBUTIONS

Distributions from net investment income are declared and paid quarterly.
Distributions from net realized securities gains, if any, are declared and paid
once a year, but the fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code, in all
events in a manner consistent with the provisions of the Investment Company Act
.
Participants in employer-sponsored retirement or savings plans must
reinvest all distributions. For shareholders investing through taxable accounts,
distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 generally will be reinvested. Distribution made
shortly after a purchase by check or ACH may be held up to 15 days. You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b) plans paid in cash only if you are at least 591/2 years old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date.

The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.

A distribution on shares of the fund does not increase the value of your
shares or your total return. At any given time the value of your shares includes
the undistributed net gains, if any, realized by the fund on the sale of
portfolio securities, and undistributed dividends and interest received, less
fund expenses.

Because such gains and dividends are in- cluded in the value of your
shares, when they are distributed the value of your shares is reduced by the
amount of the distribution. If you buy your shares through a taxable account
just before the distribution, you will pay the full price for your shares, and
then receive a portion of the purchase price back as a taxable distribution.
(See "Taxes," on this page.)

TAXES

The fund has elected to be taxed under Subchapter M of the Internal Revenue
Code, which means that to the extent its income is distributed to shareholders
it pays no income tax.

TAX-DEFERRED ACCOUNTS

If the fund shares are purchased through tax-deferred accounts, such as a
qualified employer-sponsored retirement or savings plan, income and capital
gains distributions paid by the fund will generally not be subject to current
taxation, but will accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored retirement and savings plans are governed by complex tax
rules. If you elect to participate in your employer's plan, consult your plan
administrator, your plan's summary plan description, or a professional tax
advisor regarding the tax consequences of participation in the plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If the 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. Distributions from net long-term capital gains are taxable as
long-term capital gains regardless of the length of time you have held the
shares on which such distributions are paid. However, you should note that any
loss realized upon the sale or redemption 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 such shares.

Dividends and interest received by the fund on foreign securities may give
rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. Foreign countries generally do not impose taxes on capital
gains in respect of investments by non-resident investors. The foreign taxes
paid by the fund will reduce its dividends.

If more than 50% of the value of the fund's total assets at the end of each
quarter of its fiscal year consists of securities of foreign corporations, the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such fiscal year so that fund shareholders may be able to claim a
foreign tax credit in lieu of a deduction for foreign income taxes paid by the
fund. If such an election is made, the foreign taxes paid by the fund will be
treated as income received by you.

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

Distributions are taxable to you regardless of whether they are taken in
cash or reinvested, even if the value of your shares is below your cost. If you
purchase shares shortly before a distribution, you must pay income taxes on the
distribution, even though the value of your investment (plus cash received, if
any) will not have increased. In addition, the share price at the time you
purchase shares may include unrealized gains in the securities held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized, they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains.

In January of the year following the distribution, if you own shares in
taxable accounts you will receive a Form 1099-DIV from either us or your
financial intermediary notifying you of the status of your distributions for
federal income tax purposes.

Distributions to taxable accounts may also be subject to state and local
taxes, even if all or a substantial part of such distributions are derived from
interest on U.S. government obligations which, if you received them directly,
would be exempt from state income tax. However, most but not all states allow
this tax exemption to pass through to fund shareholders when a fund pays
distributions to its shareholders. You should consult your tax adviser about the
tax status of such distributions in your own state.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, either we or your financial intermediary is required by
federal law to withhold and remit to the IRS 31% of reportable payments (which
may include dividends, capital gains distributions and redemptions). Those
regulations require you to certify that the social security number or tax
identification number you provide is correct and that you are not subject to 31%
withholding for previous under-reporting to the IRS. You will be asked to make
the appropriate certification on your application. Payments reported by us that
omit your social security number or tax identification number will subject us to
a penalty of $50, which will be charged against your account if you fail to
provide the certification by the time the report is filed, and is not
refundable.

Redemption of shares of the fund (including redemptions made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders will generally recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. Assuming
that shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such shares for a period of more than one year. 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.

MANAGEMENT

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of the fund. Acting pursuant
to an investment advisory agreement entered into with the fund, Investors
Research Corporation ("Investors Research") serves as the investment manager of
the fund. Its principal place of business is Twentieth Century Tower, 4500 Main
Street, Kansas City, Missouri 64111. Investors Research has been providing
investment management services to Twentieth Century since it was founded in
1958.

In June 1995, Twentieth Century Companies, Inc. ("TCC"), the parent of
Investors Research, acquired Benham Management International, Inc. In the
acquisition, Benham Management Corporation ("BMC"), the investment advisor to
the Benham Group of Mutual Funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC provide investment management services to Twentieth
Century funds, while certain Twentieth Century employees provide investment
management services to Benham funds.

Investors Research supervises and manages the fund's investment portfolios
and directs the purchase and sale of its investment securities. Investors
Research utilizes a team of portfolio managers, assistant portfolio managers and
analysts acting together to manage the assets of the fund. The team meets
regularly to review portfolio holdings and to discuss purchase and sale
activity. The team adjusts holdings in the fund's portfolios as it deems
appropriate in pursuit of the fund's investment objectives. Individual portfolio
manager members of the team may also adjust portfolio holdings of the fund as
necessary between team meetings.

The portfolio manager members of the team managing Balanced Investors and
their work experience for the last five years are as follows:

CHARLES M. DUBOC, Senior Vice President and Portfolio Manager, joined
Twentieth Century in August 1985, and served as Fixed Income Portfolio Manager
from that time until April 1993. In April 1993, Mr. Duboc joined Twentieth
Century's equity investment efforts. He is a member of the team that manages the
equity portion of Balanced Investors.

NORMAN E. HOOPS, Senior Vice President and Fixed Income Portfolio Manager,
joined Twentieth Century as Vice President and Portfolio Manager in November
1989. In April 1993, he became Senior Vice President. He is a member of the team
that manages the fixed income portion of Balanced Investors.

The activities of Investors Research are subject only to directions of the
fund's board of directors. Investors Research pays all the expenses of the fund
except brokerage, taxes, interest, fees and expenses of the non-interested
person directors (including counsel fees) and extraordinary expenses.

For the services provided to the fund, Investors Research receives an
annual fee of .75% of the average net assets of the fund. On the first business
day of each month, the fund pays a management fee to the manager for the
previous month at the rate specified. The fee for the previous month is
calculated by multiplying the applicable fee for such series by the aggregate
average daily closing value of the series' net assets during the previous month,
and further multiplying that product by a fraction, the numerator of which is
the number of days in the previous month and the denominator of which is 365
(366 in leap years).

The management fees paid by the fund to Investors Research may be higher
than the investment advisory fee paid by many funds. However, most if not all of
such funds also pay in addition many of their own expenses, while virtually all
of the fund's expenses except as specified above are paid by Investors Research.

CODE OF ETHICS

The fund and Investors Research have adopted a Code of Ethics that
restricts personnel investing practices by employees of Investors Research and
its affiliates. Among other provisions, the Code of Ethics requires that
employees with access to information about the purchase or sale of securities in
the fund's portfolios obtain preclearance before executing personal trades. With
respect to portfolio managers and other investment personnel, the Code of Ethics
prohibits acquisition of securities in an initial public offering, as well as
profits derived from the purchase and sale of the same security within 60
calendar days. These provisions are designed to ensure that the interests of
fund shareholders come before the interests of the people who manage those
funds.

TRANSFER AND ADMINISTRATIVE SERVICES

Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri
64111, acts as transfer agent and dividend-paying agent for the fund. It
provides facilities, equipment and personnel to the fund, and is paid for such
services by Investors Research.

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 Investors
Research.

Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman of the
fund's board of directors, controls Twentieth Century Companies by virtue of his
ownership of a majority of its common stock.

DISTRIBUTION OF FUND SHARES

other financial intermediaries with respect to the sale of the fund's shares
and/or the use of the fund's shares in various financial services. The
Distributor pays all expenses incurred in promoting sales of, and distributing,
the Advisor Class and in securing such services.

SERVICE AND DISTRIBUTION FEES

Rule 12b-1 adopted by the Securities and Exchange Commission ("SEC") under
the 1940 Act permits investment companies that adopt a written plan to pay
certain expenses associated with the distribution of their shares. Pursuant to
that rule, the fund's Board of Directors and the initial shareholder of the
fund's advisor class shares have approved and entered into a Master Distribution
and Shareholder Services Plan (the "Plan") with the Distributor. Pursuant to the
Plan, the fund pays the Distributor a shareholder services fee and a
distribution fee, each equal to .25% (for a total of .50%) per annum of the
average daily net assets of the shares of the fund's Advisor Class. The
shareholder services fee is paid for the purpose of paying the costs of securing
certain shareholder and administrative services, and the distribution fee is
paid for the purpose of paying the costs of providing various distribution
services. All or a portion of such fees are paid by the Distributor to the
banks, broker-dealers, insurance companies or other financial intermediaries
through which such shares are made available.

The Plan has been adopted and will be administered in accordance with the
requirements of Rule 12b-1 under the 1940 Act. For additional information about
the Plan and its terms, see "Master Distribution and Shareholder Services Plan"
in the Statement of Additional Information. Fees paid pursuant to the Plan may
be paid for shareholder services and the maintenance of accounts and therefore
may constitute "service fees" for purposes of applicable rules of the National
Association of Securities Dealers.

FURTHER INFORMATION
ABOUT TWENTIETH CENTURY

Twentieth Century Investors, Inc. was organized as a Maryland corporation
on July 2, 1990. The corporation commenced operations on February 28, 1991, the
date it merged with Twentieth Century Investors, Inc., a Delaware corporation
which had been in business since October 1958. Pursuant to the terms of the
Agreement and Plan of Merger dated July 27, 1990, the Maryland corporation was
the surviving entity and continued the business of the Delaware corporation with
the same officers and directors, the same shareholders and the same investment
objectives, policies and restrictions.

The principal office of the fund is Twentieth Century Tower, 4500 Main
Street, P.O. Box 419385, Kansas City, Missouri 64141-6385. All inquiries may be
made by mail to that address, or by phone to 1-800-345-3533. (For international
callers: 816-531-5575.)

Twentieth Century Investors issues 16 series of $.01 par value shares. Each
series is commonly referred to as a fund. The assets belonging to each series of
shares are held separately by the custodian.

Twentieth Century offers four classes of the funds offered by this
prospectus: an Investor Class, an Institutional Class, a Service Class, and the
Advisor Class. The shares offered by this Prospectus are Advisor Class shares.

The Investor Class is primarily made available to retail investors. The
Institutional Class and Service Class are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker-dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the Advisor Class.
Different fees and expenses will affect performance. For additional information
concerning the Investor Class of shares, call one of our Investor Services
Representative at 1-800-

345-2021. For information concerning the Institutional or Service classes of
shares, call one of our Institutional Services Representatives at 1-800-345-3533
or contact a sales representative or financial intermediary who offers those
classes of shares.

Except as described below, all classes of shares of the fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) the Institutional Class may provide
for automatic conversion from that class into shares of another class of the
fund.

Each share, irrespective of series or class, is entitled to one vote for
each dollar of net asset value applicable to such share on all questions, except
for those matters which must be voted on separately by the series or class of
shares affected. Matters affecting only one series or class are voted upon only
by that series or class.

Shares have non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors if they choose to do so, and in such event the holders of the
remaining less-than-50% of the shares will not be able to elect any person or
persons to the board of directors.

Unless required by the Investment Company Act, it will not be necessary for
the fund to hold annual meetings of shareholders. As a result, shareholders may
not vote each year on the election of directors or the appointment of auditors.
However, pursuant to the fund's by-laws, the holders of shares representing at
least 10% of the votes entitled to be cast may request the fund to hold a
special meeting of shareholders. We will assist in the communication with other
shareholders.

WE RESERVE THE RIGHT TO CHANGE ANY OF OUR POLICIES, PRACTICES AND
PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN THOSE INSTANCES WHERE
SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

This page has been left blank for your notes.

TWENTIETH CENTURY
BALANCED INVESTORS

ADVISOR CLASS
PROSPECTUS

SEPTEMBER 3, 1996

TWENTIETH CENTURY MUTUAL FUNDS
and THE BENHAM GROUP
- --------------------------------------------

P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- --------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- --------------------------------------------
Automated Information Line:
1-800-345-8765
- --------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 OR 816-753-0700
- --------------------------------------------
Fax: 816-340-4655
- --------------------------------------------
Internet: HTTP://WWW.TWENTIETH-CENTURY.COM
- --------------------------------------------
TWENTIETH CENTURY
INVESTORS, INC.
- --------------------------------------------------------------------------------
SH-BKT-5003 [recycle logo]
9609 Recycled

<PAGE>
TWENTIETH CENTURY
BALANCED INVESTORS

INSTITUTIONAL CLASS PROSPECTUS
SEPTEMBER 3,
1996

TWENTIETH CENTURY INVESTORS
- --------------------------------------------------------------------------------

The Twentieth Century fund shares offered in this Prospectus (the
Institutional Class) are no-load investments which means there are no sales
charges or commissions. The minimum investment amounts for the fund can be found
on page 12.

The Institutional Class shares are made available for purchase by large
institutional shareholders, such as bank trust departments, corporations,
endowments, foundations, and financial advisors that meet the fund's minimum
investment requirement. Institutional Class shares are not available for
purchase by insurance companies or participant-directed employer-sponsored
retirement plans.

<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE.....................................3
FINANCIAL HIGHLIGHTS........................................................4

INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND.............................................5
Investment Approach.......................................................5
Equity Investments........................................................5
Fixed Income Investments..................................................5

OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS................................................6
Foreign Securities........................................................6
Forward Currency Exchange Contracts.......................................6
Portfolio Turnover........................................................7
Repurchase Agreements.....................................................7
Derivative Securities.....................................................8
Portfolio Lending.........................................................9
When-Issued Securities....................................................9
Rule 144A Securities......................................................9
Short Sales..............................................................10
PERFORMANCE ADVERTISING....................................................10

HOW TO INVEST WITH TWENTIETH CENTURY AND THE BENHAM GROUP

HOW TO OPEN AN ACCOUNT.....................................................11
By Mail..................................................................11
By Wire..................................................................11
By Exchange..............................................................11
In Person................................................................12
Subsequent Investments.....................................................12
By Mail..................................................................12
By Telephone.............................................................12
By Wire..................................................................12
In Person................................................................12
Automatic Investment Plan..................................................12
MINIMUM INVESTMENTS........................................................12
HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER .....................................................13
By Mail .................................................................13
By Telephone.............................................................13
HOW TO REDEEM SHARES............................................ ..........13
By Telephone.............................................................13
By Mail .................................................................13
By Check-A-Month.........................................................13
Other Automatic Redemptions..............................................13
Redemption Proceeds........................................................13
By Check.................................................................14
By Wire and ACH..........................................................14
Special Requirements for Large Redemptions.................................14
SIGNATURE GUARANTEE........................................................14
SPECIAL SHAREHOLDER SERVICES...............................................15
Automated Information Line...............................................15
Open Order Service.......................................................15
Tax-Qualified Retirement Plans...........................................15
Important Policies Regarding
Your Investments...........................................................15
REPORTS TO SHAREHOLDERS....................................................16
CUSTOMERS OF BANKS, BROKER-DEALERS AND
OTHER FINANCIAL INTERMEDIARIES..........................................17

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE................................................................18
When Share Price Is Determined...........................................18
How Share Price Is Determined............................................18
Where to Find Information
About Share Price......................................................19
DISTRIBUTIONS..............................................................19
TAXES......................................................................19
Tax-Deferred Accounts....................................................19
Taxable Accounts.........................................................19
MANAGEMENT.................................................................21
Investment Management....................................................21
Code of Ethics...........................................................22
Transfer and Administrative Services.....................................22
DISTRIBUTION OF FUND SHARES................................................22
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY.................................................22

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases..................... none
Maximum Sales Load Imposed on Reinvested Dividends.......... none
Deferred Sales Load......................................... none
Redemption Fee.............................................. none
Exchange Fee................................................ none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):
Management Fees............................................. 0.80%
12b-1 Fees.................................................. none
Other Expenses(1)........................................... 0.00%
Total Fund Operating Expenses............................... 0.80%

Example: You would pay the following expenses on a 1 year $ 8
$1,000 investment, assuming a 5% annual return and 3 years 26
redemption at the end of each time period: 5 years 44
10 years 99

(1) Other expenses, which include the fees and expenses (including legal counsel
fees) of those directors who are not "interested persons" as defined in the
Investment Company Act, were 0.0014 of 1% of average net assets for the most
recent fiscal year.

The shares offered by this Prospectus are Institutional Class shares. The
fund offers three other classes of shares, one of which is primarily made
available to retail investors and two that are primarily made available to
institutional investors. The other classes have different fee structures than
the Institutional Class, resulting in different performance for those classes.
For additional information about the various classes, see "Further Information
About Twentieth Century," page 22.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS--BALANCED INVESTORS
(For a Share Outstanding Throughout the Period)

The Institutional Class of the fund was established September 3, 1996. The
financial information in this table regarding selected per share data for the
fund reflects the performance of the fund's Investor Class of shares, which has
a total expense ratio that is 0.20% higher than the Institutional Class. Had the
Institutional Class been in existence for the fund for the time periods
presented, the fund's performance information would be higher as a result of the
lower expenses.

The Financial Highlights for each of the periods presented (except as
noted) have been audited by Baird, Kurtz & Dobson, independent certified public
accountants, whose report thereon appears in the fund's annual report, which is
incorporated by reference to the Statement of Additional Information. The annual
report contains additional performance information and will be made available
upon request and without charge.
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
-------------------------------------------------------------- Oct 20, 1988
(INCEPTION) THROUGH
1995 1994 1993 1992 1991 1990 1989 OCT. 31, 1988
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $15.94 $16.52 $14.89 $15.11 $10.89 $11.84 $10.13 $10.22
------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM
INVESTMENT OPERATIONS