TWENTIETH CENTURY INVESTORS INC, 485BPOS, 1996-02-29

TWENTIETH CENTURY INVESTORS INC
485BPOS, 1996-02-29

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As filed with the Securities and Exchange Commission on February 29, 1996

1933 Act File No. 2-14213; 1940 Act File No. 811-0816
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _X__

Pre-Effective Amendment No.____ ____

Post-Effective Amendment No._73_ _X__

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 _X__

Amendment No._73_

(check appropriate box or boxes.)

TWENTIETH CENTURY INVESTORS, INC.
---------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

Twentieth Century Tower, 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

James E. Stowers III
Twentieth Century Tower, 4500 Main Street, Kansas City, MO 64111
----------------------------------------------------------------
(Name and address of Agent for service)

Approximate Date of Proposed Public Offering: 3/1/96

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

____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X_ on March 1, 1996 pursuant to paragraph (b) of Rule 485
____ 60 days after filing pursuant to paragraph (a) of Rule 485
____ on (date) pursuant to paragraph (a)(1) of Rule 485
____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
____ on (date) after filing pursuant to paragraph (a)(2) of Rule 485

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ending October 31, 1995, was filed on November 14, 1995.

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================================================
CROSS REFERENCE SHEET
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<S> <C> <C> <C> <C> <C>
ITEM PAGE PAGE PAGE PAGE
NO. NO. NO. NO. NO.
- ---------------------------------------------------------------------------------------------------------------------------
Fixed
Equity Income Giftrust Institutional
Part A. Prospectus Prospectus Prospectus Prospectus
- ---------------------------------------------------------------------------------------------------------------------------
1. Cover Page Cover Page Cover Page Cover Page Cover Page
2. Synopsis N/A N/A N/A N/A
3. Condensed Financial Information 4-6 4-7 4-5 5-8
4. General Description of Registrant 7-9, 31 8-12, 35 Cover Page, 9-13, 27
6, 26
5. Management of the Fund 28-30 33-35 24-27 24-25
6. Capital Stock and Other Securities 20-21, 22-26, 15-17, 21-22, 24,
26-28, 31 31-32, 35 21-24, 26 27
7. Purchase of Securities Being Offered 14-16 19-21 13-15 21
8. Redemption or Repurchase 16-21 21-26 15-17 21-22
9. Pending Legal Proceedings N/A N/A N/A N/A
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Part B. - Statement of Additional Information
- ---------------------------------------------------------------------------------------------------------------------------
10. Cover Page Cover Page
11. Table of Contents Cover Page
12. General Information N/A
13. Investment Objectives and Policies 2-13
14. Management of the Fund 13-18
15. Control Persons and Principal Holders of Securities 18
16. Investment Advisory and Other Services 16-19
17. Brokerage Allocation 19-20
18. Capital Stock and Other Securities 18
19. Purchase, Redemptions and Pricing of Securities Being Offered N/A
20. Tax Status N/A
21. Underwriters N/A
22. Calculation of Performance Data 20-22
23. Financial Statements 23
=========================================================================================================================

</TABLE>
<PAGE>
TWENTIETH CENTURY
INVESTORS, INC.

EQUITY FUNDS PROSPECTUS

MARCH 1, 1996

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

Twentieth Century Investors, Inc., a member of the Twentieth Century family
of funds, offers 16 no-load mutual funds covering a variety of investment
opportunities. Six of the funds that invest primarily in equity securities are
described in this prospectus. Their investment objectives are listed on the
inside cover of this prospectus. The other funds are described in separate
prospectuses.

NO-LOAD MUTUAL FUNDS

Twentieth Century's funds are "no-load" investments, which means there are
no sales charges or commissions. Twentieth Century has no 12b-1 plan or other
deferred sales charges. There is no minimum investment requirement for any of
the funds described in this prospectus. However, if the value of the shares held
in any one fund account is less than $2,500 ($1,000 for UGMA/UTMA accounts), you
must establish an automatic investment program of $50 or more per month in each
such account. (See "Automatic Investments," page 15 and "Automatic Redemption of
Shares," page 21.)
This prospectus gives you information about Twentieth Century 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 March 1, 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 Investors, Inc.
4500 Main Street * P.O. Box 419200
Kansas City, MO 64141-6200
1-800-345-2021
Local and international calls:
816-531-5575
Telecommunications device for the deaf:
1-800-634-4113
In Missouri:
816-753-1865
- --------------------------------------------------------------------------------
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>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------
EQUITY FUNDS

SELECT INVESTORS
HERITAGE INVESTORS
seek capital growth. The funds intend to pursue their investment objectives
by investing primarily in common stocks of companies that are considered by
management to have better-than-average prospects for appreciation. As a matter
of fundamental policy, 80% of the assets of Select Investors and of Heritage
Investors must be invested in securities of companies that have a record of
paying dividends or have committed themselves to the payment of regular
dividends, or otherwise produce income.

GROWTH INVESTORS
ULTRA INVESTORS
VISTA INVESTORS
seek capital growth. The funds intend to pursue their investment objectives
by investing primarily in common stocks that are considered by management to
have better-than-average prospects for appreciation.

BALANCED FUND

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 balance in bonds and other fixed income securities.

There is no assurance that the funds will achieve their respective
investment objectives.
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NO PERSON IS AUTHORIZED BY TWENTIETH CENTURY TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN
OTHER PRINTED OR WRITTEN MATERIAL ISSUED BY THE COMPANY, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

<PAGE>

TABLE OF CONTENTS

TRANSACTION AND OPERATING EXPENSE TABLE .......... 4
FINANCIAL HIGHLIGHTS ............................. 5

INFORMATION REGARDING THE FUNDS
INFORMATION ABOUT INVESTMENT POLICIES OF THE FUNDS 7
Equity Funds ..................................... 7
Select and Heritage Investors ............... 7
Growth, Ultra and Vista Investors ........... 7
Balanced Fund .................................... 7
Balanced Investors .......................... 8
OTHER INVESTMENT PRACTICES ....................... 9
Foreign Securities ............................... 9
Forward Currency Exchange Contracts .............. 9
Portfolio Turnover ............................... 10
Repurchase Agreements ............................ 10
Derivative Securities ............................ 11
Portfolio Lending ................................ 11
When-Issued Securities ........................... 12
Rule 144A Securities ............................. 12
Short Sales ...................................... 12
PERFORMANCE ADVERTISING .......................... 13

HOW TO INVEST WITH TWENTIETH CENTURY
TWENTIETH CENTURY FAMILY OF FUNDS ................ 14
INVESTING IN TWENTIETH CENTURY ................... 14
By Mail ..................................... 14
By Telephone ................................ 14
By Wire ..................................... 14
Automatic Investments ....................... 15
Additional Information About Investments .... 15
Tax Identification Number ................... 15
Certificates ................................ 16
SPECIAL SHAREHOLDER SERVICES ..................... 16
HOW TO EXCHANGE YOUR INVESTMENT
FROM ONE TWENTIETH CENTURY FUND
TO ANOTHER .................................. 16
By Telephone ................................ 17
By Mail ..................................... 17
Additional Information About Exchanges ...... 17
HOW TO REDEEM SHARES ............................. 18
By Telephone ................................ 18
By Mail ..................................... 18
By Check-A-Month ............................ 18
Signature Guarantee ......................... 19
REDEMPTION PROCEEDS .............................. 19
By Mail ..................................... 19
By Wire and Electronic Funds Transfer ....... 20
Special Requirements for Large Redemptions .. 20
Automatic Redemption of Shares .............. 21
Additional Information About Redemptions .... 21
TELEPHONE SERVICES ............................... 21
Investors Line .............................. 21
Automated Information Line .................. 22
HOW TO CHANGE YOUR ADDRESS OF RECORD ............. 22
TAX-QUALIFIED RETIREMENT PLANS ................... 22
HOW TO TRANSFER AN INVESTMENT TO A
TWENTIETH CENTURY RETIREMENT PLAN ........... 22
COLLEGE INVESTMENT PROGRAM ....................... 23
HOW TO TRANSFER YOUR SHARES TO ANOTHER PERSON .... 23
REPORTS TO SHAREHOLDERS .......................... 23

ADDITIONAL INFORMATION YOU SHOULD KNOW
SHARE PRICE ...................................... 25
When Share Price Is Determined .............. 25
How Share Price Is Determined ............... 25
Where to Find Information
About Share Price ........................... 26
DISTRIBUTIONS .................................... 26
Equity Funds ................................ 26
Balanced Fund ............................... 26
General Information About Distributions ..... 26
TAXES ............................................ 27
MANAGEMENT ....................................... 28
Investment Management ....................... 28
Code of Ethics .............................. 30
Transfer and Administrative Services ........ 30
FURTHER INFORMATION ABOUT TWENTIETH CENTURY ...... 31

<PAGE>

TRANSACTION AND OPERATING EXPENSE TABLE
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Applicable to
Select, Heritage, Growth,
Ultra, Vista, and Balanced

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases none
Maximum Sales Load Imposed on Reinvested Dividends none
Deferred Sales Load none
Redemption Fee(1) none
Exchange Fee none
ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):
Management Fees(2) 1.00%
12b-1 Fees none
Other Expenses(3) 0.00%
Total Fund Operating Expenses 1.00%

Example

You would pay the following expenses on a $1,000 1 year $10
investment, assuming (1) a 5% annual return 3 years 32
and (2) redemption at the end of each time period: 5 years 55
10 years 122

The purpose of the 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 shares of the Twentieth Century funds 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.
(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) A portion of the management fee may be paid by the funds' manager to
unaffiliated third parties who provide recordkeeping and administrative
services that would otherwise be performed by an affiliate of the
manager. See "Management-Transfer and Administrative Services," page
30.

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
- ------------------------------------------------------------------------------------------------------------------------------------
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 corporation's annual report, which is incorporated by
reference into the statement of additional information. The annual report contains additional performance information and will be
made available upon request and without charge.

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
---------------------------------- -------------------------------------------------------
Net Realized Distributions Distributions
and from Net in Excess of
Net Asset Unrealized Total Dividends Realized Net Realized Net Asset
Value, Net Gains from from Net Gains on Gains on Value,
Beginning Investment (Losses) on Investment Investment Investment Investment Total End of Total
of Period Income Investments Operations Income Transactions Transactions Distributions Period Return(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

SELECT INVESTORS Year Ended Oct. 31,
1986 $26.48 $.43 $ 9.01 $ 9.44 $(.515) -- -- $(.515) $35.40 36.13%
1987 35.40 .33 .80 1.13 (.380) $(3.462) -- (3.842) 32.69 3.47%
1988 32.69 .64 1.37 2.01 (.481) (6.367) -- (6.848) 27.85 7.31%
1989 27.85 1.10 7.74 8.84 (.707) -- -- (.707) 35.98 32.59%
1990 35.98 .62 (1.29) (.67) (1.116) -- -- (1.116) 34.19 (2.03%)
1991 34.19 .63 8.17 8.80 (.652) (1.551) -- (2.203) 40.79 27.05%
1992 40.79 .53 .34 .87 (.653) (1.823) -- (2.476) 39.18 1.76%
1993 39.18 .46 7.94 8.40 (.495) (1.313) $(.016) (1.824) 45.76 22.20%
1994 45.76 .40 (3.59) (3.19) (.432) (4.466) -- (4.898) 37.67 (7.37%)

1995 37.67 .33 4.68 5.01 (.281) (2.750) (.125) (3.156) 39.52 15.02%

HERITAGE INVESTORS
Nov. 10, 1987 (inception) through Oct. 31,
1988 $5.00 $.06 $1.16 $1.22 $(.013) -- -- $(.013) $6.21 25.75%
Year Ended Oct. 31,
1989 6.21 .08 1.93 2.01 (.066) -- -- (.066) 8.15 32.65%
1990 8.15 .10 (.94) (.84) (.065) $(.691) -- (.756) 6.55 (11.62%)
1991 6.55 .11 2.04 2.15 (.110) -- -- (.110) 8.59 33.25%
1992 8.59 .10 .72 .82 (.113) -- -- (.113) 9.30 9.65%
1993 9.30 .07 2.43 2.50 (.093) (.679) -- (.772) 11.03 28.64%
1994 11.03 .07 (.21) (.14) (.068) (.500) $(.006) (.574) 10.32 (1.13%)

1995 10.32 .05 1.96 2.01 (.033) (.514) $(.030) (.577) 11.75 21.04%

GROWTH INVESTORS Year Ended Oct. 31,
1986 $14.16 $.12 $ 5.37 $ 5.49 $(.182) -- -- $(.182) $19.47 39.09%
1987 19.47 .01 1.30 1.31 (.086) $(5.076) -- (5.162) 15.62 9.32%
1988 15.62 .30 .13 .43 (.046) (3.460) -- (3.506) 12.54 3.18%
1989 12.54 .08 5.14 5.22 (.320) -- -- (.320) 17.44 42.74%
1990 17.44 .09 (2.05) (1.96) (.079) (.592) -- (.671) 14.81 (11.72%)
1991 14.81 .04 8.47 8.51 (.111) (.891) -- (1.002) 22.32 60.64%
1992 22.32 (.02) 1.35 1.33 (.013) -- -- (.013) 23.64 5.96%
1993 23.64 .06 1.94 2.00 -- (.353) $(.013) (.366) 25.27 8.48%
1994 25.27 .06 .48 .54 (.056) (2.764) (.002) (2.822) 22.99 2.66%

1995 22.99 .08 4.08 4.16 (.051) (3.183) (.040) (3.274) 23.88 22.31%
[table continued below]

[table continued]
RATIOS/SUPPLEMENTAL DATA
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portfolio Period
to Average Average Turnover (in
Net Assets Net Assets Rate thousands)

SELECT INVESTORS Year Ended Oct. 31,
1986 1.01% 1.6% 85% $1,978,449
1987 1.00% 1.1% 123% 2,416,527
1988 1.00% 2.2% 140% 2,366,730
1989 1.00% 3.4% 93% 2,720,968
1990 1.00% 1.8% 83% 2,953,030
1991 1.00% 1.7% 84% 4,163,105
1992 1.00% 1.4% 95% 4,534,264
1993 1.00% 1.1% 82% 5,159,963
1994 1.00% 1.0% 126% 4,277,843

1995 1.00% .9% 106% 4,008,438
1995 average commission paid per share traded $.046

HERITAGE INVESTORS
Nov. 10, 1987 (inception) through Oct. 31,
1988 1.00%(2) 1.4%(2) 130%(2) $55,389
Year Ended Oct. 31,
1989 1.00% 1.3% 159% 116,880
1990 1.00% 1.6% 127% 198,999
1991 1.00% 1.5% 146% 268,891
1992 1.00% 1.1% 119% 368,651
1993 1.00% .7% 116% 701,504
1994 1.00% .7% 136% 896,763

1995 .99% .5% 121% 1,008,323
1995 average commission paid per share traded $.042

GROWTH INVESTORS Year Ended Oct. 31,
1986 1.01% .6% 105% $964,742
1987 1.00% .2% 114% 1,187,933
1988 1.00% 2.4% 143% 1,228,587
1989 1.00% .5% 98% 1,596,571
1990 1.00% .6% 118% 1,696,667
1991 1.00% .2% 69% 3,193,381
1992 1.00% (.1%) 53% 4,471,882
1993 1.00% .2% 94% 4,641,187
1994 1.00% .3% 100% 4,363,476

1995 1.00% .4% 141% 5,129,894
1995 average commission paid per share traded $.040

</TABLE>

(1) Actual total return for period indicated.
(2) Annualized.
5

FINANCIAL HIGHLIGHTS (CONTINUED)
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INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
---------------------------------- --------------------------------------------------------
Net Realized Distributions Distributions
and from Net in Excess of
Net Asset Unrealized Total Distributions Realized Net Realized Net Asset
Value, Net Gains from from Net Gains on Gains on Value,
Beginning Investment (Losses) on Investment Investment Investment Investment Total End of Total
of Period Income Investments Operations Income Transactions Transactions Distributions Period Return(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ULTRA INVESTORS Year Ended Oct. 31,
1986 $7.13 $.00 $1.94 $1.94 $(.010) -- -- $ (.010) $9.06 27.22%
1987 9.06 (.07) (.22) (.29) (.007) -- -- (.007) 8.76 (3.23%)
1988 8.76 (.02) 1.38 1.36 -- $(3.258) -- (3.258) 6.86 19.52%
1989 6.86 .19 2.58 2.77 -- -- -- -- 9.63 40.37%
1990 9.63 (.03) (.73) (.76) (.196) (.947) -- (1.143) 7.73 (9.02%)
1991 7.73 (.03) 7.86 7.83 -- (.028) -- (.028) 15.53 101.51%
1992 15.53 (.05) (.02) (.07) -- -- -- -- 15.46 (.45%)
1993 15.46 (.09) 6.24 6.15 -- -- -- -- 21.61 39.78%
1994 21.61 (.03) (.42) (.45) -- -- -- -- 21.16 (2.08%)

1995 21.16 (.07) 7.58 7.51 -- (.645) -- (.645) 28.03 36.89%

VISTA INVESTORS Year Ended Oct. 31,
1986 $4.68 $(.02) $2.22 $2.20 -- -- -- -- $6.88 47.00%
1987 6.88 (.05) (.45) (.50) -- $(.651) -- $(.651) 5.73 (7.70%)
1988 5.73 .01 .63 .64 -- (.462) -- (.462) 5.91 11.41%
1989 5.91 (.03) 2.87 2.84 $(.012) -- -- (.012) 8.74 48.19%
1990 8.74 (.01) (1.76) (1.77) -- (.693) -- (.693) 6.28 (22.17%)
1991 6.28 (.02) 4.27 4.25 -- -- -- -- 10.53 67.67%
1992 10.53 (.04) .52 .48 -- -- -- -- 11.01 4.55%
1993 11.01 (.07) 1.95 1.88 -- (.641) $(.006) (.647) 12.24 17.71%
1994 12.24 (.08) .45 .37 -- (1.663) (.012) (1.675) 10.94 4.16%

1995 10.94 (.08) 4.90 4.82 -- (.30) -- (.30) 15.73 44.20%

BALANCED INVESTORS
Oct. 20, 1988 (inception) through Oct. 31,
1988 $10.22 $.01 $(.10) $(.09) -- -- -- -- $10.13 (.88%)
Year Ended Oct. 31,
1989 10.13 .37 1.71 2.08 $(.372) -- -- $(.372) 11.84 20.94%
1990 11.84 .41 (.62) (.21) (.417) $(.320) -- (.737) 10.89 (2.10%)
1991 10.89 .38 4.22 4.60 (.384) -- -- (.384) 15.11 42.92%
1992 15.11 .33 (.23) .10 (.322) -- -- (.322) 14.89 .63%
1993 14.89 .38 1.62 2.00 (.375) -- -- (.375) 16.52 13.64%
1994 16.52 .42 (.58) (.16) (.416) -- -- (.416) 15.94 (.93%)

1995 15.94 .48 2.03 2.51 (.475) (.274) -- (.749) 17.70 16.36%
[table continued below]

[table continued]
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portfolio Period
to Average Average Turnover (in
Net Assets Net Assets Rate thousands)

ULTRA INVESTORS Year Ended Oct. 31,
1986 1.01% -- 99% $314,672
1987 1.00% (.5%) 137% 235,865
1988 1.00% (.3%) 140% 258,320
1989 1.00% 2.2% 132% 346,593
1990 1.00% (.3%) 141% 330,005
1991 1.00% (.5%) 42% 2,147,654
1992 1.00% (.4%) 59% 4,275,200
1993 1.00% (.6%) 53% 8,037,417
1994 1.00% (.1%) 78% 10,344,273

1995 1.00% (.3%) 87% 14,375,902
1995 average commission paid per share traded $0.33

VISTA INVESTORS Year Ended Oct. 31,
1986 1.01% (.3%) 121% $159,889
1987 1.00% (.7%) 123% 187,272
1988 1.00% .2% 145% 206,434
1989 1.00% (.4%) 125% 263,876
1990 1.00% (.1%) 103% 340,621
1991 1.00% (.3%) 92% 622,140
1992 1.00% (.4%) 87% 829,678
1993 1.00% (.6%) 133% 847,470
1994 1.00% (.8%) 111% 792,343

1995 .98% (.6%) 89% 1,675,917
1995 average commission paid per share traded $0.33

BALANCED INVESTORS
Oct. 20, 1988 (inception) through Oct. 31,
1988 1.00%(2) 4.4%(2) 99%(2) $2,786
Year Ended Oct. 31,
1989 1.00% 4.2% 171% 30,156
1990 1.00% 3.8% 104% 66,407
1991 1.00% 3.1% 116% 254,884
1992 1.00% 2.4% 100% 654,123
1993 1.00% 2.4% 95% 705,698
1994 1.00% 2.7% 94% 703,866

1995 .98% 2.9% 85%(3) 815,570
1995 average commission paid per share traded $0.39

(1) Actual total return for period indicated.
(2) Annualized.
(3) The portfolio turnover rate of the equity and fixed income components of the portfolio was 90% and 71%, respectively.
</TABLE>

<PAGE>

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------
INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUNDS

Twentieth Century has adopted certain investment restrictions applicable to
the funds that are set forth in the statement of additional information. Those
restrictions, as well as the investment objectives of the funds identified on
the inside 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
funds have implemented additional investment policies and practices to guide
their activities in the pursuit of their respective investment objectives. These
policies and practices, which are described throughout this prospectus, are not
designated as fundamental policies and may be changed without shareholder
approval.
The descriptions that follow are designed to help you choose the fund that
best fits your investment objectives. You may want to pursue more than one
objective by investing in more than one of these funds.

EQUITY FUNDS

All of Twentieth Century's equity funds and the equity portion of the
portfolio of Balanced Investors seek capital growth by investing in securities,
primarily common stocks, that meet certain fundamental and standards of
selection and have, in the opinion of Twentieth Century's management,
better-than-average potential for appreciation. So long as a sufficient number
of such securities are available, Twentieth Century intends to stay fully
invested in these securities regardless of the movement of stock prices
generally. In most circumstances, the funds' actual level of cash and cash
equivalents will fluctuate between 0% and 10% of total assets with 90% to 100%
of its assets committed to equity and equity equivalent investments. The funds
may purchase securities only of companies that have a record of at least three
years continuous operation.

SELECT INVESTORS, HERITAGE INVESTORS

Securities of companies chosen for Select and Heritage Investors are chosen
primarily for their growth potential. Additionally, as a matter of fundamental
policy 80% of the assets of Select Investors and of Heritage Investors must be
invested in securities of companies that have a record of paying dividends, or
have committed themselves to the payment of regular dividends, or otherwise
produce income. The remaining 20% of fund assets may be invested in any
otherwise permissible securities that the manager believes will contribute to
the funds' stated investment objectives. The income payments of equity
securities are only a secondary consideration; therefore, the income return that
Select and Heritage provide may not be significant. Otherwise, Select and
Heritage follow the same investment techniques described below for Growth, Ultra
and Vista.

Since Select is one of the largest of Twentieth Century's funds and
Heritage is substantially smaller, Select will invest in shares of larger
companies with larger share trading volume, and Heritage will tend to invest in
smaller companies with smaller share trading volume. However, the two funds are
not mutually exclusive, and a given security may be owned by both funds. For the
reasons stated below under the caption "Growth Investors, Ultra Investors and
Vista Investors" below, it should be expected that Heritage will be more
volatile and subject to greater short-term risk and long-term opportunity than
Select.

Because of its size, and because it invests primarily in securities that
pay dividends or are committed to the payment of dividends, Select may be
expected to be the least volatile of the common stock funds described in this
prospectus.

GROWTH INVESTORS, ULTRA INVESTORS AND
VISTA INVESTORS

Management selects, for the portfolios of Growth, Ultra and Vista,
securities of companies whose earnings and revenue trends meet management's
standards of selection. They then deter-

<PAGE>

mine to which of the three funds the selected securities would most contribute.

Large, established companies are generally allocated to Growth.
Medium-sized and smaller companies are allocated to Ultra and Vista. As of
February 1, 1996, the size of the companies (as reflected by their
capitalizations) held by the funds is as follows:
Median Capitalization
of Companies Held
----------------------------------------------
Growth Investors $5,076,231,000
Ultra Investors $3,542,263,000
Vista Investors $ 871,313,000
----------------------------------------------

The median capitalization of the companies in a given fund may change over
time. In addition, the criteria outlined above are not mutually exclusive, and a
given security may be owned by more than one of the funds.
The size of the fund and of its portfolio companies tends to give each fund
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 portfolio 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 portfolio company can cause a rapid decline
in the value of the shares of a smaller company. Hence, it could be expected
that funds investing in smaller companies would be more volatile than funds
investing in larger companies.

BALANCED FUND

BALANCED INVESTORS

Balanced Investors seeks capital growth and current income. Selection of
securities for the equity portion of its portfolio is discussed under "Equity
Funds," page 7.
Since a portion of the fund's portfolio will be invested in fixed income
securities, the opportunity for capital appreciation may be expected to be less
than the other funds described in this prospectus.
Management 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 will be in the three- to 10-year range. Management 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 management'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 management and which,
in the opinion of management, can contribute meaningfully to the fund's results

<PAGE>

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

For additional information, see "Investment Restrictions Applicable to All
Series of Shares" in the Statement of Additional Information.

FOREIGN SECURITIES

Each of Twentieth Century's funds described in this prospectus 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 funds 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.
Subject to their individual investment objectives and policies, the funds
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 funds will limit their 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

<PAGE>

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 dollar, a 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." A 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.
Each fund will make use of the portfolio hedging to the extent deemed
appropriate by the manager. However, it is anticipated that a fund will enter
into portfolio hedges much less frequently than transaction hedges.
If a 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 a 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 a 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 rates of the funds are shown in the Financial
Highlights table on pages 5 and 6 of this prospectus.
Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives. The
rate of portfolio turnover is irrelevant when management believes a change is in
order to achieve those objectives and accordingly, the annual portfolio turnover
rate cannot be anticipated.
The portfolio turnover of each 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 each fund
pays directly. Portfolio turnover may also affect the character of capital
gains, if any, realized and distributed by a fund since short-term capital gains
are taxable as ordinary income.

REPURCHASE AGREEMENTS

Each 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 that fund.
A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to 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

<PAGE>

relief under the bankruptcy laws, the disposition of the collateral may be
delayed or limited. To the extent the value of the security decreases, the fund
could experience a loss.
The funds will limit repurchase agreement transactions to securities issued
by the 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 funds' board of
directors.
No fund will invest 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, each of
the funds 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.
No fund may invest in a derivative security unless the reference index or
the instrument to which it relates is an eligible investment for the fund. 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:
* the risk that the underlying security, interest rate, market index or
other financial asset will not move in the direction the portfolio
manager anticipates;
* the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the
exchange, either of which may make it difficult or impossible to close
out a position when desired;
* the risk that adverse price movements in an instrument can result in a
loss substantially greater than a fund's initial investment; and
* the risk that the counterparty will fail to perform its obligations.
The board of directors has approved the 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

<PAGE>

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 Twentieth Century's shareholders.

WHEN-ISSUED SECURITIES

Each of the funds 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
each 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 funds may, from time to time, purchase Rule 144A securities when they
present attractive investment opportunities that otherwise meet Twentieth
Century'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 Twentieth Century 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 a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, Twentieth Century will consider appropriate
remedies to minimize the effect on such fund's liquidity. No fund may 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

<PAGE>

A 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, Twentieth Century may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return and, with
respect to the balanced fund, yield.
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.
With respect to Balanced Investors, 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 funds 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 to other funds in the
Twentieth Century family. It may also be combined or blended with other funds in
the Twentieth Century 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 funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

<PAGE>

HOW TO INVEST WITH TWENTIETH CENTURY
- --------------------------------------------------------------------------------
TWENTIETH CENTURY FAMILY OF FUNDS

In addition to the 16 funds offered by Twentieth Century Investors, Inc.,
the Twentieth Century family of funds also includes funds offered by Twentieth
Century World Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Capital Portfolios, Inc., and Twentieth Century Strategic
Asset Allocations, Inc. Please call the Investors Line for a prospectus and
additional information about the other funds in the Twentieth Century family of
funds.
The Twentieth Century family of mutual funds now also includes the funds
offered by The Benham Group as a result of the acquisition of Benham Management
Corporation, investment manager of The Benham Group, by Twentieth Century
Companies, Inc. The Benham Group offers several funds with investment objectives
similar to the Twentieth Century funds, but with different fee structures. You
may also wish to consider the funds of The Benham Group for your investment
needs. For a prospectus and more information about those funds, please call
1-800-331-8331.

INVESTING IN TWENTIETH CENTURY

You may make an initial investment in any amount you choose in any of the
funds offered by this prospectus. SUBSEQUENT INVESTMENTS TO PURCHASE ADDITIONAL
SHARES IN ANY ONE FUND ACCOUNT MUST BE IN AN AMOUNT OF $50 OR MORE.* You may
diversify your investments by choosing a combination of the funds for your
investment program. (See "Information About Investment Policies of the Funds,"
page 7.)

While there is no minimum investment requirement except as noted above, if
you have one or more accounts in any fund with a share value of less than $2,500
[$1,000 for Uniform Gifts/Transfers to Minors Act ("UGMA/ UTMA") accounts], you
must establish an automatic investment to purchase additional shares in each
such fund account in an amount of $50 a month or more per month.** (See
"Automatic Investments," page 15 and "Automatic Redemption of Shares," page 21.)

* THIS REQUIREMENT DOES NOT APPLY TO 403(B) ACCOUNTS AND OTHER TYPES OF
TAX-DEFERRED RETIREMENT PLAN ACCOUNTS.
** THIS REQUIREMENT DOES NOT APPLY TO INDIVIDUAL RETIREMENT ACCOUNTS,
403(B) ACCOUNTS AND OTHER TYPES OF TAX-DEFERRED RETIREMENT PLAN
ACCOUNTS.

You may invest in the following ways:

BY MAIL

Send your application and check or money order to Twentieth Century.
Checks must be payable in U.S. dollars.
ADDITIONAL INVESTMENTS. When making additional investments by mail, please
enclose your check with the return remittance portion of the confirmation of
your previous investment, if available. If the remittance slip is not available,
indicate on your check or a separate piece of paper your name, address and
account number.
Orders to purchase shares are effective on the day Twentieth Century
receives your check or money order. (See "When Share Price is Determined," page
25.)

BY TELEPHONE

Once your account is open, you may make investments by telephone if you
have elected the service authorizing Twentieth Century to draw on your bank
account when you call with instructions. Investments made by phone are effective
at the time of your call. (See "When Share Price Is Determined," page 25.)

BY WIRE

You may make your initial or subsequent investments in Twentieth Century by
wiring funds. To do so:

<PAGE>

(1) Instruct your bank to wire funds to the Boatmen's First National Bank of
Kansas City, Missouri, ABA routing number 101000035.
(2) BE SURE TO SPECIFY ON THE WIRE:
(A) TWENTIETH CENTURY INVESTORS, INC.
(B) THE FUND YOU ARE BUYING AND ACCOUNT NUMBER (IF YOU HAVE ONE).
(C) YOUR NAME.
(D) YOUR CITY AND STATE.
(E) YOUR TAXPAYER IDENTIFICATION NUMBER.
Wired funds are considered received on the day they are deposited in
Twentieth Century's account if they are deposited before the close of business
on the New York Stock Exchange, usually 3 p.m. Central time. (See "When Share
Price Is Determined," page 25.)

AUTOMATIC INVESTMENTS

Once your account is open, you may make investments automatically by
electing the service authorizing Twentieth Century to draw on your bank account.
SUCH INVESTMENTS MUST BE IN AMOUNTS OF NOT LESS THAN $50 IN ANY ONE ACCOUNT. You
should inquire at your bank whether it will honor a preauthorized electronic
draft. Contact Twentieth Century if your bank cannot accept electronic drafts or
if it requires additional documentation.
You may change the date or amount of your automatic investment anytime by
letter or telephone call to Twentieth Century at least five business days before
the change is to become effective.

ADDITIONAL INFORMATION
ABOUT INVESTMENTS

TWENTIETH CENTURY CANNOT ACCEPT INVESTMENTS SPECIFYING A CERTAIN PRICE,
DATE OR NUMBER OF SHARES AND WILL RETURN THESE INVESTMENTS.
Once you have mailed or otherwise trans-mitted your investment instruction
to Twentieth Century, it may not be modified or cancelled.
Each fund reserves the right to suspend the offering of shares for a period
of time, and each fund reserves the right to reject any specific purchase order
including purchases by exchange. Additionally, purchases may be refused if, in
the opinion of the manager, they are of a size that would disrupt the management
of the funds.
Twentieth Century intends, upon 60 days' prior notice, to involuntarily
redeem shares in any account that does not meet the minimum value or automatic
investment requirements applicable to such account. Twentieth Century reserves
the right to change the amount of these minimums from time to time or waive them
in whole or in part for certain classes of investors. (See "Automatic
Investments," this page and "Automatic Redemption of Shares," page 21.)
Transactions in shares of the funds may be executed by brokers or
investment advisers who charge a fee for their services. You should be aware of
the fact that these transactions may be made directly with Twentieth Century
without incurring such fees.

TAX IDENTIFICATION NUMBER

You must furnish Twentieth Century with your tax identification number and
state whether or not you are subject to withholding for prior under-reporting,
certified under penalties of perjury as prescribed by the Internal Revenue Code
and Regulations. Unless previously furnished, investments received without such
certifications will be returned. Instructions to exchange or transfer shares
held in established accounts will be refused unless the certifications have been
provided, and redemption of such shares will be subject to federal tax
withholding at the rate of 31%. In addition, redemption proceeds will be reduced
by $50 to reimburse Twentieth Century for the penalty that the IRS will impose
on the company for failure to report your tax identification number on
information reports. Please avoid
15

<PAGE>

these penalties by correctly furnishing your tax identification number.

CERTIFICATES

At your written request, Twentieth Century will issue negotiable stock
certificates. Unless your shares are purchased with wired funds, a certificate
will not be issued until 15 days have elapsed from the time of purchase, or
Twentieth Century has satisfactory proof of payment, such as a copy of your
cancelled check. Negotiable certificates will not be issued for fund shares held
in accounts that do not meet the minimum account value requirement for that
fund.

SPECIAL SHAREHOLDER SERVICES

You may establish one or more special services designed to provide an easy
way to do business with Twentieth Century. By electing these services on your
application or by completing the appropriate forms, you may authorize:
* Investments by phone.
* Automatic investments.
* Exchanges and redemptions by phone.
* Exchanges and redemptions in writing signed by any one registered
owner.
* Redemptions without a signature guarantee.
* Transmission of redemption proceeds by wire or electronic funds
transfer.
An election to establish any of the above services, except automatic
investments, will also apply to all existing and future accounts in the
Twentieth Century family of funds listed under the same social security number
or employer identification number.
With regard to the service which enables you to exchange and redeem by
phone or in writing signed by only one registered owner and with respect to
redemptions without a signature guarantee, Twentieth Century, its transfer agent
and investment adviser will not be responsible for any loss for instructions
that they reasonably believe are genuine. Twentieth Century intends to employ
reasonable procedures to confirm that instructions received by Twentieth Century
for your account in fact are genuine. Such procedures will include requiring
personal information to verify the identity of callers, providing written
confirmations of telephone transactions, and recording telephone calls. If
Twentieth Century does not employ reasonable procedures to confirm the
genuineness of instructions, then Twentieth Century may be liable for losses due
to unauthorized or fraudulent instructions.

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

You may exchange your shares for shares of other funds in the Twentieth
Century family of funds, subject to any applicable minimum initial investment
requirements of the funds into which you wish to exchange. Please call the
Investors Line for a prospectus and additional information about the other funds
in the Twentieth Century family of funds.

Except as noted below, exchanges from any one fund account are limited to
six times in any one calendar year. In addition, the shares being exchanged and
the shares of each fund being acquired must have a current value of at least
$100 and otherwise meet the minimum investment requirement, if any, of the fund
being acquired. If you would like to exchange your shares, please call the
Investors Line for a prospectus and additional information about the other funds
in the Twentieth Century family of funds. (See "Additional Information About
Exchanges," page 17.)

Shares of the funds may be received in exchange for shares of any series
issued by the other members of the Twentieth Century family of funds.
THE EXCHANGE PRIVILEGE IS NOT DESIGNED TO AFFORD SHAREHOLDERS A WAY TO PLAY
SHORT-TERM SWINGS IN THE MARKET. TWENTIETH CENTURY IS NOT SUITABLE FOR THAT
PURPOSE.

<PAGE>

BY TELEPHONE

You may exchange your shares by phone if you have authorized Twentieth
Century to accept telephone instructions. (Before calling, read "Additional
Information About Exchanges," on this page.)

BY MAIL

You may direct Twentieth Century in writing to exchange your shares.
If you have authorized Twentieth Century to accept written instructions
from any one registered owner, and if the shares are owned by two or more
persons, only one signature is required on your written exchange request.
Otherwise, the request should be signed by each person in whose name the shares
are registered. All signatures should be exactly as the name appears in the
registration; for example, if an owner's name is registered as John Robert
Jones, he should sign that way and not as John R. Jones.
(Before writing, read "Additional Information About Exchanges," on this
page.)

ADDITIONAL INFORMATION
ABOUT EXCHANGES

(1) IN A EXCHANGE FROM ONE ACCOUNT TO ANOTHER ACCOUNT, THE SHARES BEING
SOLD AND THE NEW SHARES BEING PURCHASED MUST HAVE A CURRENT VALUE OF AT
LEAST $100 AND YOU MUST MEET ANY INVESTMENT MINIMUM IMPOSED BY THE FUND
BEING ACQUIRED.
(2) EXCHANGES FROM ANY ONE FUND ACCOUNT ARE LIMITED TO SIX TIMES IN ANY ONE
CALENDAR YEAR except for the exchange of shares pursuant to an automatic
exchange program. [This limitation will not apply to automatic Twentieth
Century College Investment Program exchanges or to shares held in 403(b)
accounts and certain pooled accounts owned by institutional investors.]

(3) The shares being acquired must be qualified for sale in your state of
residence.
(4) If the shares are represented by a negotiable stock certificate, the
certificate must be returned before the exchange can be effected.
(5) ONCE YOU HAVE TELEPHONED OR MAILED YOUR EXCHANGE REQUEST, IT IS
IRREVOCABLE AND MAY NOT BE MODIFIED OR CANCELLED.
(6) If, in any 90-day period, the total of your exchanges and your
redemptions from any one account in the equity funds or the balanced fund
exceeds the lesser of $250,000 or 1% of such fund's assets, further
exchanges will be subject to special requirements to comply with Twentieth
Century's policy on large redemptions. (See "Special Requirements for
Large Redemptions," page 20.)
(7) For the purposes of processing exchanges, the value of the shares
surrendered and the value of the shares acquired are the net asset values
of such shares next computed after receipt of your exchange order.
(8) Shares MAY NOT be exchanged unless you have furnished Twentieth Century
with your tax identification number, certified as prescribed by the
Internal Revenue Code and Regulations. (See "Tax Identification Number,"
page 15.)
(9) An exchange of shares is, for federal income tax purposes, a sale of
the shares, on which you may realize a taxable gain or loss.
(10 If the request is made by a corporation, partnership, trust, fiduciary,
agent or unincorporated association, Twentieth Century will require
evidence satisfactory to it of the authority of the individual signing the
request.
17

<PAGE>

HOW TO REDEEM SHARES

Twentieth Century will buy back ("redeem") your shares at any time at the
net asset value next determined after receipt of a redemption request in good
order. (Before redeeming, please read "Special Requirements for Large
Redemptions," page 20, "Additional Information About Redemptions," page 21 and
"When Share Price Is Determined," page 25.)
Your redemption proceeds may be delayed if you have owned your shares less
than 15 days. (See "Redemption Proceeds," page 19.)
ALL REQUESTS TO REDEEM SHARES HAVING A VALUE OF $25,000 OR MORE, THE
PROCEEDS OF WHICH ARE TO BE PAID BY CHECK, MADE WITHIN 30 DAYS OF OUR RECEIPT OF
AN ADDRESS CHANGE (INCLUDING REQUESTS TO REDEEM THAT ACCOMPANY AN ADDRESS
CHANGE) MUST BE IN WRITING. ADDITIONALLY, THE REQUEST MUST BE SIGNED BY EACH
PERSON IN WHOSE NAME THE SHARES ARE OWNED, AND ALL SIGNATURES MUST BE
GUARANTEED. (See "Signature Guarantee," page 19 and "How to Change Your Address
of Record," page 22.)

BY TELEPHONE

If you have authorized Twentieth Century to accept telephone instructions,
you may redeem your shares by telephone. ONCE MADE, YOUR TELEPHONE REQUEST MAY
NOT BE MODIFIED OR CANCELLED.
If you call before the close of the New York Stock Exchange, usually 3 p.m.
Central time, you will receive that day's closing price.
(Before calling, read "Additional Information About Redemptions," page 21.)

BY MAIL

Your written instructions to redeem shares may be in any one of the
following forms:
* A redemption form, available from Twentieth Century.
* A letter to Twentieth Century.
* An assignment form or stock power.
* An endorsement on the back of your negotiable stock certificate, if you
have one.
ONCE MAILED TO TWENTIETH CENTURY, THE REDEMPTION REQUEST IS IRREVOCABLE AND
MAY NOT BE MODIFIED OR CANCELLED.
If you have authorized Twentieth Century to accept written instructions
from any one registered owner without a signature guarantee, only one signature
is required on your written redemption request and it need not be guaranteed.
If you have not elected this special service, all signatures must be
guaranteed. (See "Signature Guarantee," page 19.) The request must be signed by
each person in whose name the shares are registered; for example, in the case of
joint ownership, each owner must sign.
All signatures should be exactly as the name appears in the registration.
If the owner's name appears in the registration as Mary Elizabeth Jones, she
should sign that way and not as Mary E. Jones.
(Before writing, see "Additional Information About Redemptions," page 21.)

BY CHECK-A-MONTH

<PAGE>

You may specify a Check-A-Month when you make your first investment. If you
order a Check-A-Month thereafter, then, as in any redemption, the request for a
Check-A-Month or any increase in amount must be signed by all owners with their
signatures guaranteed unless Twentieth Century has been authorized to accept
instructions from any one owner, by telephone or in writing without a signature
guarantee.
You may request that the Check-A-Month be sent to an address other than the
address of record at the time of your first investment. Thereafter, a request to
send a Check-A-Month to an address other than the address of record must be
signed by all owners, with their signatures guaranteed.
Twentieth Century may terminate the Check- A-Month at any time, upon notice
to you, and you likewise may terminate it or change the amount of the
Check-A-Month, by notice to Twentieth Century in writing or by telephone.
Termination or change will become effective within five business days following
receipt of your instruction.
Your Check-A-Month plan may begin anytime after you have owned your shares
for 15 days.

SIGNATURE GUARANTEE

When a signature guarantee is required, each signature MUST be guaranteed
by a domestic bank or trust company, credit union, broker, dealer, national
securities exchange, registered securities association, clearing agency or
savings association as defined by federal law. The institution providing the
guarantee must use a signature guarantee ink stamp or medallion which states
"Signature(s) Guaranteed" and be signed in the name of the guarantor by an
authorized person with that person's title and the date. Twentieth Century may
reject a signature guarantee if the guarantor is not a member of or participant
in a signature guarantee program.
Shareholders living abroad may acknowledge their signatures before a U.S.
consular officer. Military personnel in foreign countries may acknowledge their
signatures before officers authorized to take acknowledgements (e.g., legal
officers and adjutants).

Twentieth Century may waive the signature guarantee on a redemption of
$25,000 or less if it is able to verify the signatures of all registered owners
from its account records. Twentieth Century reserves the right to amend or
discontinue this waiver policy at any time and, with regard to a particular
redemption transaction, to require a signature guarantee at its discretion.

REDEMPTION PROCEEDS

Redemption proceeds may be sent to you:

BY MAIL

<PAGE>

the address of record; and (3) be signed by all registered owners with their
signatures guaranteed. (See "Signature Guarantee," on page 19.) Redemptions from
UGMA/UTMA accounts and from certain types of retirement accounts, such as IRA,
403(b) and qualified retirement plan accounts, will not be eligible for this
special service. If you would like to use this special service but are not
certain that a redemption from your account is eligible, please call Twentieth
Century prior to submitting your request. (See "Telephone Services," page 21.)

BY WIRE AND ELECTRONIC
FUNDS TRANSFER

You may authorize Twentieth Century to transmit redemption proceeds by wire
or electronic funds transfer. These services will be effective 30 days after
Twentieth Century receives the authorization.
Proceeds from the redemption of shares will normally be transmitted on the
first business day, but not later than the seventh day, following the date of
redemption.
Your bank usually will receive wired funds the day they are transmitted or
the next day. Electronically transferred funds will ordinarily be received
within one to seven days after transmission. Once the funds are transmitted, the
time of receipt and the availability of the funds are not within Twentieth
Century's control. Wired funds are subject to a charge of $10 to cover bank wire
charges, which is deducted from redemption proceeds.
If your bank account changes, you must send a new "voided" check,
preprinted with your bank registration, with written instructions, including tax
identification number. The change will be effective 30 days after receipt by
Twentieth Century.
Redemption proceeds will be transmitted by wire or electronic funds
transfer only after Twentieth Century is satisfied that checks or electronic
drafts that paid for the shares have cleared, i.e., after 15 days have elapsed
from the time of purchase, or you have furnished Twentieth Century with
satisfactory proof that the purchase funds have cleared. If a purchase were made
by check, for example, a copy of the cancelled check would be satisfactory
proof. No interest is paid on the redemption proceeds after the redemption and
before the funds are transmitted. IF YOU ANTICIPATE REDEMPTIONS WITHIN 15 DAYS
AFTER YOU PURCHASE SHARES, YOU ARE ADVISED TO WIRE FUNDS TO PAY FOR YOUR
PURCHASES TO AVOID DELAY.

SPECIAL REQUIREMENTS FOR
LARGE REDEMPTIONS

Twentieth Century has elected to be governed by Rule 18f-1 under the
Investment Company Act, which obligates each fund to redeem shares in cash, with
respect to any one shareholder 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, Twentieth Century reserves 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 you 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 Twentieth
Century 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,
Twentieth Century
20

<PAGE>

does not expect to exercise this option unless a 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,
Twentieth Century expects 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.

AUTOMATIC REDEMPTION OF SHARES

If at any time you have a fund account that falls into either of the
following categories:
(i) you invested the required minimum initial investment amount for the
fund, currently $2,500 ($1,000 for UGMA/UTMA accounts), but due to
exchanges or redemptions you have made, the account now has a value of
less than the minimum initial investment amount; or
(ii) you have not invested the minimum initial investment amount, and an
automatic investment program of $50 or more each month does not exist for
the account;
a notification will be sent advising you of the need to either make an
investment to bring the value of the shares held in the account up to the
minimum initial investment amount or to establish an automatic investment
program of $50 or more each month. If the investment is not made or the
automatic investment is not established within 60 days from the date of
notification, the shares held in the fund account will be redeemed and the
proceeds from the redemption will be sent by check to your address of record.
The automatic redemption of shares will not apply to College Investment
Program accounts in the rebalancing phase, Individual Retirement Accounts,
403(b) accounts and other types of tax-deferred retirement plan accounts. In
addition, Twentieth Century reserves the right to modify its policies regarding
the automatic redemption of shares, or to waive such policies in whole or in
part for certain classes of investors.

ADDITIONAL INFORMATION
ABOUT REDEMPTIONS

If you experience difficulty in making a telephone redemption during
periods of drastic economic or market changes, your redemption request may be
made by regular or express mail. It will be implemented at the net asset value
next determined after your request has been received by Twentieth Century in
good order.
Twentieth Century reserves the right to revise or terminate the telephone
redemption privilege at any time.
REDEMPTIONS SPECIFYING A CERTAIN DATE OR PRICE CANNOT BE ACCEPTED AND WILL
BE RETURNED.
If the shares are represented by a negotiable stock certificate, the
certificate must be returned before the redemption can be effected.
ALL REDEMPTIONS ARE MADE AND THE PRICE IS DETERMINED ON THE DAY WHEN ALL
DOCUMENTATION, PROPERLY COMPLETED, IS RECEIVED BY TWENTIETH CENTURY. (SEE
"WHEN SHARE PRICE IS DETERMINED," PAGE 25.)
If a request to redeem is made by a corporation, partnership, trust,
fiduciary, agent, or unincorporated association, Twentieth Century will require
evidence satisfactory to it of the authority of the individual signing the
request. Please call or write Twentieth Century for further information.
A request to redeem shares in an IRA or 403(b) plan must be accompanied by
an IRS Form W-4P and a reason for withdrawal as specified by the IRS.

TELEPHONE SERVICES

INVESTORS LINE

You may reach a Twentieth Century Investor Services Representative by
calling our Investors Line at 1-800-345-2021. On our Investors Line you may
request information about

<PAGE>

our funds and a current prospectus, speak with an Investor Services
Representative about your account, or get answers to any questions that you may
have about the funds and the services we offer. In addition, if you have
authorized telephone transactions in your account, you may have an Investor
Services Representative help you with investment, exchange and redemption
transactions.
UNUSUAL STOCK MARKET CONDITIONS HAVE IN THE PAST RESULTED IN AN INCREASE IN
THE NUMBER OF SHAREHOLDER TELEPHONE CALLS.IF YOU EXPERIENCE DIFFICULTY IN
REACHING TWENTIETH CENTURY ON THE INVESTORS LINE DURING SUCH PERIODS, YOU SHOULD
CONSIDER SENDING YOUR TRANSACTION INSTRUCTIONS BY MAIL, EXPRESS MAIL OR COURIER
SERVICE OR USING OUR AUTOMATED INFORMATION LINE, IF YOU HAVE REQUESTED AND
RECEIVED AN ACCESS CODE AND ARE NOT ATTEMPTING TO REDEEM SHARES.

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 1-800-345-8765. By calling the Automated Information Line, you may listen to
fund prices, yields and total return figures. You may also obtain an access code
that will allow you to use the Automated Information Line to make investment and
exchange transactions in your accounts and obtain information about your share
balance, account value and the most recent transaction. REDEMPTION TRANSACTIONS
CANNOT BE MADE ON THE AUTOMATED INFORMATION LINE. Please call our Investors Line
at 1-800-345-2021 for more information on how to obtain an access code for our
Automated Information Line.

HOW TO CHANGE YOUR
ADDRESS OF RECORD

You may notify Twentieth Century of changes in your address of record
either by writing us or calling our Investors Line. Because your address of
record impacts every piece of information we send to you, you are urged to
notify us promptly of any change of address. TO PROTECT YOU AND TWENTIETH
CENTURY, ALL REQUESTS TO REDEEM SHARES HAVING A VALUE OF $25,000 OR MORE, THE
PROCEEDS OF WHICH ARE TO BE PAID BY CHECK, MADE WITHIN 30 DAYS OF OUR RECEIPT OF
AN ADDRESS CHANGE (INCLUDING REQUESTS TO REDEEM THAT ACCOMPANY AN ADDRESS
CHANGE) MUST BE MADE IN WRITING, SIGNED BY EACH PERSON IN WHOSE NAME THE SHARES
ARE OWNED, AND ALL SIGNATURES MUST BE GUARANTEED. (See "Signature Guarantee,"
page 19.)

TAX-QUALIFIED RETIREMENT PLANS

Twentieth Century's funds are available for your tax-deferred retirement
plan. Call or write Twentieth Century and request the appropriate forms for:
* Individual Retirement Accounts (IRAs).
* 403(b) plans for employees of public school systems and non-profit
organizations.
* Profit sharing plans and pension plans for corporations and other
employers.

HOW TO TRANSFER AN INVESTMENT
TO A TWENTIETH CENTURY
RETIREMENT PLAN

It is easy to transfer your tax-deferred plan to Twentieth Century from
another company or custodian. Call or write Twentieth Century for a Request to
Transfer form.
If you direct Twentieth Century to transfer funds from an existing
non-retirement Twentieth Century account into a retirement account, the shares
in your non-retirement account will be redeemed. The redemption proceeds will be
invested in your Twentieth Century IRA or other tax-qualified retirement plan.
The redemption is a taxable event resulting in a taxable gain or loss.

<PAGE>

COLLEGE INVESTMENT PROGRAM

Through this special service, you can systematically invest for a child's
college education. You may make automatic investments in any amount you choose
(minimum of $50) in shares of Select Investors. As the child nears college age,
or another age you select, Twentieth Century will automatically begin
reallocating a predetermined percentage of your investment from shares of Select
Investors to shares of our money market fund, Cash Reserve. (See Twentieth
Century's Fixed Income Funds Prospectus.) The percentage of your investment that
will be reallocated is based on the number of years over which you want the
reallocation to occur. Call Twentieth Century for additional information about
this service.

HOW TO TRANSFER YOUR SHARES
TO ANOTHER PERSON

You may transfer ownership of your shares to another person or organization
by written instructions to Twentieth Century, SIGNED BY ALL OWNERS AND WITH
SIGNATURES GUARANTEED AS DESCRIBED UNDER "SIGNATURE GUARANTEE," PAGE 19. IF THE
SHARES ARE REPRESENTED BY A NEGOTIABLE STOCK CERTIFICATE, THE CERTIFICATE MUST
BE RETURNED WITH YOUR TRANSFER INSTRUCTIONS.

REPORTS TO SHAREHOLDERS

At the end of each quarter, Twentieth Century will send you a consolidated
statement that summarizes all of your Twentieth Century holdings. At the same
time, you will also receive an individual statement for each Twentieth Century
fund you own with complete year-to-date information on activity in your account.
You may at any time also request a statement of your account activity be sent to
you.
With the exception of the automatic transactions noted below, each time you
invest, redeem, transfer or exchange shares, Twentieth Century will send you a
confirmation of the transaction. Automatic investment purchases and 403(b)
purchases (other than transfers), exchange made in an automatic exchange
program, purchases made by direct deposit and transfers made in a
Transfer-A-Month program will be confirmed on your next consolidated quarterly
statement. Please carefully review all information in your confirmation or
consolidated statement relating to transactions to ensure that your instructions
have been acted on properly. Please notify Twentieth Century in writing if there
is an error. If you fail to provide notification of an error with reasonable
promptness i.e., within 30 days of non-automatic transactions or within 30 days
of the date of your consolidated quarterly statement, in the case of automatic
transactions noted above, we will deem you to have ratified the transaction.
No later than January 31 of each year, Twentieth Century will send you the
following reports, which you may use in completing your U.S. income tax return:
Form 1099-DIV Reports taxable distribu-tions during the preceding year.
(If you did not receive taxable distributions in the
previous year, you will not receive a 1099-DIV.)
Form 1099-B Reports proceeds paid on redemptions during the preceding
year.
Form 1099-R Reports distributions from IRAs and 403(b) plans during the
preceding year.
At such time as prescribed by law, Twentieth Century will send you a Form
5498, which reports contributions to your IRA for the previous calendar year.
In December of each year, Twentieth Century will send you an annual report
that includes audited financial statements for the fiscal year ending the
preceding October 31 and a list of securities in its portfolios on that date. In

<PAGE>

June of each year, Twentieth Century will send you a semiannual report that
includes unaudited financial statements for the six months ending the preceding
April 30, as well as a list of securities in its portfolios on that date.
Twentieth Century does not publish interim lists of portfolio securities.
Twentieth Century usually prepares and mails to the address of record a new
prospectus dated March 1 of each year.
Each year that an annual meeting is held you will receive a notice of the
annual meeting of shareholders (and of special meetings, if any) and a proxy
statement.
BECAUSE TWENTIETH CENTURY NEEDS YOUR VOTE TO CONDUCT ITS ANNUAL MEETING OF
SHAREHOLDERS, YOU ARE URGED TO RETURN PROXIES PROMPTLY.
IT IS IMPORTANT THAT YOU NOTIFY TWENTIETH CENTURY PROMPTLY OF ANY CHANGE OF
ADDRESS. (See "How to Change Your Address of Record," page 22.)

<PAGE>

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------
SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is their net asset value next determined after
receipt of your instruction to purchase, exchange or redeem. Net asset value is
determined by calculating the total value of a fund's assets, deducting total
liabilities and dividing the result by the number of shares outstanding. Net
asset value is determined on each day that the New York Stock Exchange is open.
Investments and requests to redeem shares will receive the share price next
determined after receipt by Twentieth Century of the investment or redemption
request. For example, investments and requests to redeem shares received by
Twentieth Century before the close of business on the New York Stock Exchange
are effective on, and will receive the price determined, that day as of the
close of the Exchange. Redemption 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 your check or wired funds are
received by Twentieth Century. Wired funds are considered received on the day
they are deposited in Twentieth Century's bank account if they are deposited
before the close of business on the Exchange, usually 3 p.m. Central time.
Investments by telephone pursuant to your prior authorization to Twentieth
Century to draw on your bank account are considered received at the time of your
telephone call.
Investment and transaction instructions received by Twentieth Century on
any business day by mail at its office prior to the close of business on the
Exchange, usually 3 p.m. Central time, will receive that day's price.
Investments and instructions received after that time, will receive the price
determined on the next business day.

HOW SHARE PRICE IS DETERMINED

<PAGE>

exchanged 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
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 a 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 a 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 values of Twentieth Century's funds are published in leading
newspapers daily. The net asset values may also be obtained by calling Twentieth
Century. (See "Telephone Services," page 21.)

DISTRIBUTIONS

In general, distributions from net investment income and net realized
securities gains, if any, are declared and paid once a year, but the funds 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.

EQUITY FUNDS

Distributions from investment income and from net profits realized on the
sale of securities, if any, will be declared annually on or before December 31.
THE OBJECTIVE OF THESE FUNDS IS CAPITAL APPRECIATION AND NOT THE PRODUCTION
OF DISTRIBUTIONS. YOU MAY MEASURE THE SUCCESS OF YOUR INVESTMENT BY THE VALUE OF
YOUR INVESTMENT AT ANY GIVEN TIME AND NOT BY THE DISTRIBUTIONS YOU RECEIVE.

BALANCED FUND

Distributions from investment income will be paid quarterly in March, June,
September and December. Distributions from net profits realized on the sale of
securities, if any, will be paid annually on or before December 31.

GENERAL INFORMATION
ABOUT DISTRIBUTIONS

Distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 and distributions on shares purchased within the
last 15 days, however, will not be paid in cash and will be reinvested. You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b) plans paid in cash only if you are 59-1/2 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 a 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, real-

<PAGE>

ized 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 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.)
If your distribution is reinvested in additional shares, the distribution
has no effect on the value of your investment; while you own more shares, the
value of each share has been reduced by the amount of the distribution.
Likewise, if you take your distribution in cash, the value of your shares after
the record date plus the cash received is equal to the value of the shares
before the record date. For example, if your shares immediately before the
distribution have a value of $10, including $2 in dividends and capital gains
realized by the fund during the year, and if the $2 is distributed, the value
will decline to $8. If the $2 is reinvested at $8 per share, you will receive
.250 shares, so that, after the distribution, you will have 1.250 shares at $8
per share, or $10, the same as before.

TAXES

Twentieth Century 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.
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 a 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 a fund will reduce its dividends.
If more than 50% of the value of a 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 a 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) remains the same. In addition, the share price at the time you purchase
shares may include unrealized gains in

<PAGE>

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. (See
"General Information About Distributions," on page 26.)
In January of the year following the distribution, Twentieth Century will
send you a Form 1099-DIV notifying you of the status of your distributions for
federal income tax purposes.
Distributions 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, Twentieth Century 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 TWENTIETH CENTURY THAT
OMIT YOUR SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER WILL SUBJECT
TWENTIETH CENTURY 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. (See "Tax Identification Number," page 15.)
Redemption of shares of a fund 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 Twentieth Century. Acting
pursuant to an investment advisory agreement entered into with Twentieth
Century, Investors Research Corporation ("Investors Research") serves as the
investment manager of Twentieth Century. Its principal place of business is
Twentieth Century Tower, 4500 Main Street, Kansas City, Missouri 64111.
Investors Research has been providing investment advisory 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 will be providing investment management services to
Twentieth Century funds, while certain Twentieth Century employees will be pro-

<PAGE>

viding investment management services to Benham funds.

Investors Research supervises and manages the investment portfolios of
Twentieth Century and directs the purchase and sale of its investment
securities. Investors Research utilizes teams of portfolio managers, assistant
portfolio managers and analysts acting together to manage the assets of the
funds. The teams meet regularly to review portfolio holdings and to discuss
purchase and sale activity. The teams adjust holdings in the funds' portfolios
as they deem appropriate in pursuit of the funds' investment objectives.
Individual portfolio manager members of the team may also adjust portfolio
holdings of the funds as necessary between team meetings.
The portfolio manager members of the teams managing the funds described in
this prospectus and their work experience for the last five years are as
follows:
JAMES E. STOWERS III, President and Portfolio Manager, joined Twentieth
Century in 1981. He is a member of the teams that manage Growth Investors, Ultra
Investors and Vista Investors.
ROBERT C. PUFF JR., Executive Vice President and Chief Investment Officer,
has been a Portfolio Manager since joining Twentieth Century in 1983. In his
position as Chief Investment Officer, Mr. Puff oversees the investment
activities of all of the teams that manage Twentieth Century funds.
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
Select Investors, Heritage Investors and the equity portion of Balanced
Investors.
CHRISTOPHER K. BOYD, Vice President and Portfolio Manager, joined Twentieth
Century in March 1988 as an Investment Analyst, a position he held until
December 1990. At that time he was promoted to Assistant Portfolio Manager, and
then was promoted to Portfolio Manager in December 1992. He is a member of the
team that manages Growth Investors and Ultra Investors.
GLENN A. FOGLE, Vice President and Portfolio Manager, joined Twentieth
Century in September 1990 as an Investment Analyst, a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista Investors.
DEREK FELSKE, Vice President and Portfolio Manager, joined Twentieth
Century in September 1993 as a Portfolio Manager. He is a member of the team
that manages Growth Investors and Ultra Investors. Prior to joining Twentieth
Century, Mr. Felske served as a member of the portfolio management team of RCM
Capital Management, a San Francisco, California-based investment management
firm, a position he held from May 1991 to September 1993. From September 1989 to
May 1991, Mr. Felske attended the University of Pennsylvania-Wharton School of
Business, where he obtained an MBA in finance.
NANCY B. PRIAL, Vice President and Portfolio Manager, joined Twentieth
Century in February 1994 as a Portfolio Manager. She is a member of the team
that manages Select Investors, Heritage Investors and the equity portion of
Balanced Investors. For more than four years prior to joining Twentieth Century,
Ms. Prial served as Senior Vice President and Portfolio Manager at Frontier
Capital Management Company, Boston, Massachusetts.
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
Twentieth Century's board of directors. Investors Research pays all the

<PAGE>

expenses of Twentieth Century except brokerage, taxes,
interest, fees and expenses of the non-interested person directors (including
counsel fees) and extraordinary expenses.
For the services provided to Twentieth Century, Investors Research receives
an annual fee of 1% of the average net assets of each series of shares offered
by this prospectus. On the first business day of each month, each series of
shares 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 funds to Investors Research may be higher
than that paid by many investment companies. However, most if not all of such
companies also pay in addition certain of their own expenses, while virtually
all of Twentieth Century's expenses except as specified above are paid by
Investors Research.

CODE OF ETHICS

Twentieth Century 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 funds' portfolios obtain preclearance before executing personal trades. With
respect to portfolio manager 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 Twentieth Century.
It provides facilities, equipment and personnel to Twentieth Century, and is
paid for such services by Investors Research.

Certain recordkeeping and administrative services that would otherwise be
performed by Twentieth Century Services, Inc., may be performed by an insurance
company or other entity providing similar services for various retirement plans
using shares of Twentieth Century as a funding medium, or by broker dealers for
their customers investing in shares of Twentieth Century or by sponsors of multi
mutual fund no- low-transaction fee programs. Investors Research may enter into
contracts to pay them for such recordkeeping and administrative services out of
its unified management fee.

From time to time, special services may be offered to shareholders who
maintain higher share balances in the 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
board of Twentieth Century Investors, controls Twentieth Century Companies by
virtue of his ownership of a majority of its common stock.

<PAGE>

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.
Twentieth Century is a diversified, open-end management investment company
whose shares are presently held by more than 1.5 million shareholders. Its
business and affairs are managed by its officers under the direction of its
board of directors.
The principal office of Twentieth Century is Twentieth Century Tower,
4500 Main Street, P.O. Box 419200, Kansas City, Missouri 64141-6200. All
inquiries may be made by mail to that address, or by phone to 1-800-345-2021.
(For local Kansas City area or international callers: 816-531-5575.)
Twentieth Century issues 16 series of $.01 par value shares. The assets
belonging to each series of shares are held separately by the custodian, and in
effect each series is a separate fund.
Each share, irrespective of series, 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 of shares affected.
Matters affecting only one series are voted upon only by that series.
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
Twentieth Century 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 Twentieth Century's by-laws, the
holders of shares representing at least 10% of the votes entitled to be cast may
request Twentieth Century to hold a special meeting of shareholders. Twentieth
Century will assist in the communication with other shareholders.
TWENTIETH CENTURY RESERVES THE RIGHT TO CHANGE ANY OF ITS 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.

<PAGE>

TWENTIETH CENTURY
INVESTORS, INC.
EQUITY FUNDS PROSPECTUS
MARCH 1, 1996

[company logo]
------------------------------
P.O. Box 419200
------------------------------
Kansas City, Missouri
------------------------------
64141-6200
------------------------------
1-800-345-2021 or 816-531-5575
------------------------------

[company logo]
-----------------------------------------------------------------------
SH-BKT-4299
9603

<PAGE>
TWENTIETH CENTURY
INVESTORS, INC.
FIXED INCOME FUNDS PROSPECTUS

MARCH 1, 1996

- --------------------------------------------------------------------------------
Twentieth Century Investors, Inc., a member of the Twentieth Century
family of funds, offers 16 no-load mutual funds covering a variety of investment
opportunities. Nine of the funds invest in fixed income or debt instruments and
are described in this prospectus. Their investment objectives are listed on the
inside cover of this prospectus. The seven funds that invest primarily in equity
securities are described in separate prospectuses.

NO-LOAD MUTUAL FUNDS

Twentieth Century's funds are "no-load" investments, which means there are
no sales charges or commissions. Twentieth Century has no 12b-1 plan or other
deferred sales charges. The minimum investment requirement for each of the funds
offered by this prospectus is stated on the inside cover. (See "Automatic
Redemption of Shares," page 26.)

This prospectus gives you information about Twentieth Century 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 March 1, 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 Investors, Inc.
4500 Main Street * P.O. Box 419200
Kansas City, MO 64141-6200
1-800-345-2021
Local and international calls:
816-531-5575
Telecommunications device for the deaf:
1-800-634-4113
In Missouri: 816-753-1865
- --------------------------------------------------------------------------------
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>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

CASH RESERVE
is a money market fund which seeks to obtain maximum current income
consistent with the preservation of principal and maintenance of liquidity. The
fund intends to pursue its investment objective by investing substantially all
of its assets in a portfolio of money market instru-ments and maintaining a
weighted average maturity of not more than 90 days.
AN INVESTMENT IN CASH RESERVE IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE PER SHARE.
MINIMUM INVESTMENT $1,000.

U.S. GOVERNMENTS SHORT-TERM
seeks income. The fund intends to pursue its investment
objective by investing in securities of the United States government and its
agencies and maintaining a weighted average maturity of three years or less.
MINIMUM INVESTMENT $2,500.

U.S. GOVERNMENTS INTERMEDIATE-TERM
seeks a competitive level of income. The fund intends to pursue its
investment objective by investing in securities of the United States government
and its agencies and maintaining a weighted average maturity of three to 10
years.
MINIMUM INVESTMENT $2,500.

LIMITED-TERM BOND
seeks income. The fund intends to pursue its investment objective by
investing in bonds and other debt obligations and maintaining a weighted average
maturity of five years or less.
MINIMUM INVESTMENT $2,500.

INTERMEDIATE-TERM BOND
seeks a competitive level of income. The fund intends to pursue its
investment objective by investing in bonds and other debt obligations and
maintaining a weighted average maturity of three to 10 years.
MINIMUM INVESTMENT $2,500.

LONG-TERM BOND
seeks a high level of income. The fund intends to pursue its investment
objective by investing in bonds and other debt obligations and maintaining a
weighted average maturity of 10 years or greater.
MINIMUM INVESTMENT $2,500.

TAX-EXEMPT SHORT-TERM
seeks income generally exempt from federal income taxes. The fund intends
to pursue its investment objective by investing in tax-exempt bonds and
maintaining a weighted average maturity of three years or less.

MINIMUM INVESTMENT $5,000.

TAX-EXEMPT INTERMEDIATE-TERM
seeks a competitive level of income generally exempt from federal income
taxes. The fund intends to pursue its investment objective by investing in
tax-exempt bonds and maintaining a weighted average maturity of three to 10
years.

MINIMUM INVESTMENT $5,000.

TAX-EXEMPT LONG-TERM
seeks a high level of income generally exempt from federal income taxes.
The fund intends to pursue its investment objective by investing in longer-term
tax-exempt bonds and maintaining a weighted average maturity of 10 years or
greater.

MINIMUM INVESTMENT $5,000.

<PAGE>

TABLE OF CONTENTS

TRANSACTION AND OPERATING EXPENSE TABLE ................ 4
FINANCIAL HIGHLIGHTS ................................... 5

INFORMATION REGARDING THE FUNDS

INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUNDS ................................ 8
Cash Reserve ......................................... 8
U.S. Governments Short-Term and
U.S. Governments Intermediate-Term ................. 8
Limited-Term Bond, Intermediate-Term Bond
and Long-Term Bond ................................... 10
Tax-Exempt Funds: Short-Term,
Intermediate-Term and Long-Term ...................... 11
FUNDAMENTALS OF
FIXED INCOME INVESTING ............................... 12
TAX-EXEMPT SECURITIES .................................. 13
OTHER INVESTMENT PRACTICES ............................. 14
Portfolio Turnover ................................... 14
Repurchase Agreements ................................ 14
Derivative Securities ................................ 15
Portfolio Lending .................................... 15
Foreign Securities ................................... 16
When-Issued Securities ............................... 16
Rule 144A Securities ................................. 16
Interest Rate Futures Contracts and
Options Thereon ...................................... 17
PERFORMANCE ADVERTISING ................................ 17

HOW TO INVEST WITH TWENTIETH CENTURY

TWENTIETH CENTURY FAMILY OF FUNDS ....................... 19
INVESTING IN TWENTIETH CENTURY .......................... 19
By Mail .............................................. 19
By Telephone ......................................... 19
By Wire .............................................. 19
Automatic Investments ................................ 20
Additional Information About Investments ............. 20
Tax Identification Number ............................ 20
Certificates ......................................... 20
SPECIAL SHAREHOLDER SERVICES ............................ 21
HOW TO EXCHANGE YOUR INVESTMENT
FROM ONE TWENTIETH CENTURY FUND
TO ANOTHER ........................................... 21
By Telephone ......................................... 21
By Mail .............................................. 21
Additional Information About Exchanges ............... 22
HOW TO REDEEM SHARES .................................... 22
By Telephone ......................................... 23
By Mail .............................................. 23
By Check-A-Month ..................................... 23
By Check Writing ..................................... 24
Signature Guarantee .................................. 24
REDEMPTION PROCEEDS ..................................... 25
By Mail .............................................. 25
By Wire and Electronic Funds Transfer ................ 25
Automatic Redemption of Shares ....................... 26
Additional Information About Redemptions ............. 26
TELEPHONE SERVICES ...................................... 26
Investors Line ....................................... 26
Automated Information Line ........................... 26
HOW TO CHANGE YOUR ADDRESS OF RECORD .................... 27
TAX-QUALIFIED RETIREMENT PLANS .......................... 27
HOW TO TRANSFER AN INVESTMENT TO A
TWENTIETH CENTURY RETIREMENT PLAN .................... 27
COLLEGE INVESTMENT PROGRAM .............................. 28
HOW TO TRANSFER YOUR SHARES
TO ANOTHER PERSON .................................... 28
REPORTS TO SHAREHOLDERS ................................. 28

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE ............................................. 30
When Share Price Is Determined ....................... 30
How Share Price Is Determined ........................ 30
Where to Find Information
About Share Price .................................. 31
DISTRIBUTIONS ........................................... 31
TAXES ................................................... 31
MANAGEMENT .............................................. 33
Investment Management ................................ 33
Code of Ethics ....................................... 34
Transfer and Administrative Services ................. 34
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY .............................. 35

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

Tax-Exempt
Short-Term,
Cash Reserve, Tax-Exempt
Intermediate- U.S. Governments Intermediate-
Term Bond, U.S. Short-Term and Term and
Long-Term Governments Limited-Term Tax-Exempt
Bond Intermediate-Term Bond Long-Term
<S> <C> <C> <C> <C>

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases none none none none
Maximum Sales Load Imposed on Reinvested
Dividends none none none none
Deferred Sales Load none none none none
Redemption Fee(1) none none none none
Exchange Fee none none none none
ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):
Management Fees(2) .80% .75% .70% .60%
12b-1 Fees none none none none
Other Expenses(3) 0.00% 0.00% 0.00% 0.00%
Total Fund Operating Expenses .80% .75% .70% .60%

EXAMPLE
You would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return and (2) redemption the end
of each time period:
1 year $ 8 $ 8 $ 7 $ 6
3 years 26 24 22 19
5 years 44 42 39 34
10 years 99 93 87 75
</TABLE>

The purpose of the 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 shares of the Twentieth Century funds
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.

(1) Redemption proceeds sent by wire are subject to a $10 processing
charge.

<PAGE>

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
---------------------------------- ---------------------------------------------------------
Net Realized Distributions Distributions
and from Net in Excess of
Net Asset Unrealized Total Dividends Realized Net Realized Net Asset
Value, Net Gains from from Net Gains on Gains on Value,
Beginning Investment (Losses) on Investment Investment Investment Investment Total End of Total
of Period Income Investments Operations Income Transactions Transactions Distributions Period Return(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

CASH RESERVE (2)
Year Ended Oct. 31,
1986 $ 1.00 $.06 $.001 $.06 $(.062) $(.001) -- $(.063) $1.00 6.46%
1987 1.00 .06 -- .06 (.056) -- -- (.056) 1.00 5.75%
1988 1.00 .07 -- .07 (.065) -- -- (.065) 1.00 6.73%
1989 1.00 .08 -- .08 (.083) -- -- (.083) 1.00 8.66%
1990 1.00 .07 -- .07 (.074) -- -- (.074) 1.00 7.67%
1991 1.00 .06 -- .06 (.058) -- -- (.058) 1.00 5.95%
1992 1.00 .04 -- .04 (.037) -- -- (.037) 1.00 3.74%
1993 1.00 .02 -- .02 (.023) -- -- (.023) 1.00 2.30%
1994 1.00 .03 -- .03 (.032) -- -- (.032) 1.00 3.21%

1995 1.00 .05 -- .05 (.052) -- -- (.052) 1.00 5.38%

U.S. GOVERNMENTS
SHORT-TERM(4)
Year Ended Oct. 31,
1986 $ 9.95 $.87 $ .27 $1.14 $(.871) $(.056) -- $(.927) $10.16 11.89%
1987 10.16 .79 (.49) .30 (.792) (.122) -- (.914) 9.55 3.14%
1988 9.55 .81 (.13) .68 (.816) -- -- (.816) 9.41 7.44%
1989 9.42 .84 (.10) .74 (.843) -- -- (.843) 9.32 8.36%
1990 9.32 .79 (.24) .55 (.789) -- -- (.789) 9.08 6.28%
1991 9.08 .63 .33 .96 (.635) -- -- (.635) 9.41 10.99%
1992 9.41 .44 .20 .64 (.441) -- -- (.441) 9.61 6.85%
1993 9.61 .36 (.26) .10 (.036) -- -- (.036) 9.67 4.45%
1994 9.67 .40 (.40) -- (.402) -- -- (.402) 9.27 .07%

1995 9.27 .52 (.24) .76 (.519) -- -- (.519) 9.51 8.42%

U.S. GOVERNMENTS
INTERMEDIATE-TERM
Mar. 1, 1994 (inception)
through Oct. 31,
1994 $10.00 $.34 $(.45) $(.11) $(.343) -- -- $(.343) $ 9.55 (1.01%)

Year Ended Oct. 31,
1995 9.55 .58 .49 1.07 (.583) -- -- (.583) 10.04 11.58%
(table continued below)

(table continued)

RATIOS/SUPPLEMENTAL DATA
-----------------------------------
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portfolio Period
to Average Average Turnover (in
Net Assets Net Assets Rate thousands)

CASH RESERVE(2)
Year Ended Oct. 31,
1986 1.01% 5.83% -- $ 134,958
1987 1.00% 5.80% -- 447,917
1988 1.00% 6.52% -- 488,781
1989 1.00% 8.35% -- 639,115
1990 1.00 % 7.40% -- 953,687
1991 .97%(3) 5.75% -- 1,236,309
1992 .98%(3) 3.62% -- 1,487,961
1993 1.00% 2.30% -- 1,256,012
1994 .80% 3.18% -- 1,298,982

1995% .70% 5.27% -- 1,469,546

U.S. GOVERNMENTS
SHORT-TERM(4)
Year Ended Oct. 31,
1986 1.01% 8.54% 464% $ 254,714
1987 1.00% 8.10% 468% 335,601
1988 1.00% 8.60% 578% 440,380
1989 1.00% 9.10% 567% 443,475
1990 1.00% 8.64% 620% 455,536
1991 .99%(3) 6.88% 779% 534,515
1992 .99%(3) 4.62% 391% 569,430
1993 1.00% 3.73% 413% 511,981
1994 .81% 4.17% 470% 396,753

1995 .70% 5.53% 128% 391,331

U.S. GOVERNMENTS
INTERMEDIATE-TERM
Mar. 1, 1994 (inception)
through Oct. 31,
1994 .75%(5) 5.43%(5) 205%(5) $ 6,280

Year Ended Oct. 31,
1995 74% 5.99% 137% 21,981

(1) Actual total return for period indicated, unless otherwise noted.
(2) The data presented has been restated to give effect to a 100 shares for 1 stock split in the form of a stock dividend that
occurred on November 13, 1993.
(3) Expenses are shown net of management fees waived by Investors Research Corporation for low-balance account fees collected
during period.
(4) The data presented has been restated to give effect to a 10 shares for 1 stock split in the form of a stock dividend that
occurred on November 13, 1993.
(5) Annualized.

</TABLE>
5

1995 9.68 .56 .28 .84 (.557) -- -- (.557) 9.96 8.89%

INTERMEDIATE-TERM BOND
Mar. 1, 1994 (inception)
through Oct. 31,
1994 $10.00 $.34 $(.47) $(.13) $(.337) -- -- $(.337) $ 9.53 (1.24%)

Year Ended Oct. 31,
1995 9.53 .59 .54 1.13 (.587) -- -- (.587) 10.07 12.19%

LONG-TERM BOND(3)
Mar. 2, 1987 (inception)
through Oct. 31,
1987 $10.00 $ .48 $(1.05) $(.57) $(.475) -- -- $(.475) $ 8.96 (8.63%)(2)
Year Ended Oct. 31,
1988 8.96 .84 .23 1.07 (.836) -- -- (.836) 9.19 12.31%
1989 9.18 .82 .36 1.18 (.819) -- -- (.819) 9.54 13.51%
1990 9.54 .80 (.64) .16 (.796) $(.006) -- (.802) 8.90 1.93%
1991 8.90 .75 .66 1.41 (.746) -- -- (.746) 9.56 16.44%
1992 9.56 .63 .35 .98 (.622) -- -- (.622) 9.92 10.40%
1993 9.92 .66 1.88 2.54 (.662) (1.587) -- (2.249) 10.21 11.81%
1994 10.21 .58 (1.12) (.54) (.576) (.186) -- (.762) 8.91 (5.47%)

1995 8.91 .61 .87 1.48 (.611) -- -- (.611) 9.78 17.16%

TAX-EXEMPT
SHORT-TERM
Mar. 1, 1993 (inception)
through Oct. 31,
1993 $10.00 $ .21 $.04 $.25 $(.214) -- -- $(.214) $10.04 3.83%(2)
Year Ended Oct. 31,
1994 10.04 .36 (.09) .27 (.362) -- -- (.362) 9.95 2.75%

1995 9.95 .44 .14 .58 (.440) -- -- (.440) 10.09 5.95%

(table continued below)

(table continued)
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portfolio Period
to Average Average Turnover (in
Net Assets Net Assets Rate thousands)

LIMITED-TERM BOND
Mar. 1, 1994 (inception)
through Oct. 31,
1994 .70%(2) 4.79%(2) 48% $4,375

Year Ended Oct. 31,
1995 .69% 5.70% 116% 7,193

INTERMEDIATE-TERM BOND
Mar. 1, 1994 (inception)
through Oct. 31,
1994 .75%(2) 5.23%(2) 48% $ 4,262

YEAR ENDED OCT. 31,
1995 .74% 6.05% 133% 12,827

LONG-TERM BOND(3)
MAR. 2, 1987 (INCEPTION)
THROUGH OCT. 31,
1987 1.00%(2) 8.10%(2) 146%(2) $ 9,403
YEAR ENDED OCT. 31,
1988 1.00% 9.15% 280% 25,788
1989 1.00% 8.83% 216% 62,302
1990 1.00% 8.81% 98% 77,270
1991 .96%(4) 8.06% 219% 114,342
1992 .98%(4) 6.30% 186% 154,031
1993 1.00% 6.54% 113% 172,120
1994 .88% 6.07% 78% 121,012

1995 .78% 6.53% 105% 149,223

TAX-EXEMPT
SHORT-TERM
Mar. 1, 1993 (inception)
through Oct. 31,
1993 --(5) 3.09%(2) 3%(2) $52,265
Year Ended Oct. 31,
1994 --(5) 3.62% 42% 60,857

1995 --(5) 4.38% 78% 58,837

(1) Actual total return for period indicated, unless otherwise noted.
(2) Annualized.
(3) The data presented has been restated to give effect to a 10 shares for 1 stock split in the form of a stock dividend that
occurred on November 13, 1993.
(4) Expenses are shown net of management fees waived by Investors Research Corporation for low-balance account fees collected
during period.
(5) Investors Research Corporation voluntarily waived its management fee on the Tax-Exempt Short-Term fund from fund inception
until December 31, 1995. In the absence of the waiver, the ratio of operating expenses to average net assets would have
been .60%.
</TABLE>

FINANCIAL HIGHLIGHTS (CONTINUED)

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
---------------------------------- --------------------------------------------------------
Net Realized Distributions Distributions
and from Net in Excess of
Net Asset Unrealized Total Dividends Realized Net Realized Net Asset
Value, Net Gains from from Net Gains on Gains on Value,
Beginning Investment (Losses) on Investment Investment Investment Investment Total End of Total
of Period Income Investments Operations Income Transactions Transactions Distributions Period Return(1)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT
INTERMEDIATE-TERM(2)
Mar. 2, 1987 (inception)
through Oct. 31,
1987 $10.00 $.30 $(.58) $(.28) $(.300) -- -- $(.300) $ 9.42 (4.34%)(3)
Year Ended Oct. 31,
1988 9.42 .54 .31 .85 (.539) -- -- (.539) 9.73 9.18%
1989 9.73 .56 (.06) .50 (.558) -- -- (.558) 9.67 5.30%
1990 9.67 .56 (.01) .55 (.560) -- -- (.560) 9.66 5.89%
1991 9.66 .54 .40 .94 (.536) -- -- (.536) 10.06 9.91%
1992 10.06 .48 .21 .69 (.481) -- -- (.481) 10.27 7.00%
1993 10.27 .48 .55 1.03 (.476) $(.078) -- (.554) 10.75 10.25%
1994 10.75 .48 (.61) (.13) (.476) (.133) -- (.609) 10.01 (1.25%)

1995 10.01 .49 .52 1.01 (.487) (.082) -- (.569) 10.45 10.41%

TAX-EXEMPT LONG-TERM(2)
Mar. 2, 1987 (inception)
through Oct. 31,
1987 $10.00 $.37 $(.91) $(.54) $(.370) -- -- $(.370) $ 9.09 (8.21%)(2)
Year Ended Oct. 31,
1988 9.09 .61 .64 1.25 (.609) -- -- (.609) 9.73 14.15%
1989 9.73 .62 .11 .73 (.623) -- -- (.623) 9.84 7.75%
1990 9.84 .60 (.12) .48 (.604) $(.094) -- (.698) 9.62 5.04%
1991 9.62 .57 .61 1.18 (.572) -- -- (.572) 10.23 12.54%
1992 10.23 .53 .22 .75 (.530) (.088) -- (.618) 10.36 7.43%
1993 10.36 .53 .90 1.43 (.529) (.161) $(.003) (.693) 11.10 14.32%
1994 11.10 .52 (1.01) (.49) (.519) (.342) -- (.861) 9.75 (4.70%)

1995 9.75 .53 .83 1.36 (.532) (.044) -- (.576) 10.54 14.45%

(table continued below)

(table continued)
RATIOS/SUPPLEMENTAL DATA
--------------------------------------
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portfolio Period
to Average Average Turnover (in
Net Assets Net Assets Rate thousands)

TAX-EXEMPT
INTERMEDIATE-TERM(2)
Mar. 2, 1987 (inception)
through Oct. 31,
1987 1.00%(3) 4.80%(3) 92%(3) $ 8,262
Year Ended Oct. 31,
1988 1.00% 5.57% 86% 14,286
1989 1.00% 5.79% 74% 20,616
1990 1.00% 5.80% 102% 25,587
1991 .96%(4) 5.40% 62% 45,359
1992 .98%(4) 4.68% 36% 76,745
1993 .72% 4.51% 38% 98,740
1994 .60% 4.59% 74% 81,400

1995 .60% 4.77% 32% 80,248

TAX-EXEMPT LONG-TERM(2)
Mar. 2, 1987 (inception)
through Oct. 31,
1987 1.00%(2) 6.20%(2) 94%(2) $ 6,426
Year Ended Oct. 31,
1988 1.00% 6.43% 215% 12,407
1989 1.00% 6.36% 120% 20,217
1990 1.00% 6.22% 144% 27,862
1991 .96%(4) 5.73% 110% 39,229
1992 .98%(4) 5.07% 88% 61,825
1993 .73% 4.90% 81% 70,757
1994 .60% 5.00% 66% 50,964

1995 .59% 5.24% 61% 57,997

(1) Actual total return for period indicated, unless otherwise noted.
(2) The data presented has been restated to give effect to a 10 shares for 1 stock split in the form of a stock dividend that
occurred on November 13, 1993.
(3) Annualized.
(4) Expenses are shown net of management fees waived by Investors Research Corporation for low-balance account fees collected
during period.

</TABLE>
7

<PAGE>

INFORMATION REGARDING THE FUNDS

INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUNDS

CASH RESERVE

Cash Reserve, which seeks to obtain a level of current income consistent
with preservation of capital and maintenance of liquidity, requires a minimum
investment of $1,000. Cash Reserve is designed for investors who want income and
no fluctuation in their principal.
Cash Reserve expects, but cannot guarantee, that it will maintain a
constant share price of $1.00. The fund follows industry-standard guidelines
on the quality and maturity of its investments, purchasing only securities
having remaining maturities of not more than 13 months and by maintaining a
weighted average portfolio maturity of not more than 90 days.
Cash Reserve invests substantially all of its assets in a diversified
portfolio of U.S. dollar denominated high quality money market instruments,
consisting of:
(1) Securities issued or guaranteed by the U.S.
government and its agencies and instrumentalities. (For a
description of such securities, see "U.S. Governments
Short-Term and U.S. Governments Intermediate-Term," on this
page.)
(2) Commercial Paper.
(3) Certificates of Deposit and Euro Dollar Certificates of Deposit.
(4) Bankers' Acceptances.
(5) Short-term notes, bonds, debentures, or other debt instruments.
(6) Repurchase agreements.

These classes of securities may be held in any proportion, and such
proportion may vary as market conditions change.
All portfolio holdings are limited to those which at the time of purchase
have a short-term rating of A-1 by Standard & Poor's Corporation ("S&P") or P-1
by Moody's Investors Services ("Moody's"), or if they have no short-term rating
are issued or guaranteed by an entity having a long-term rating of at least AA
by S&P or Aa by Moody's.

U.S. GOVERNMENTS SHORT-TERM AND
U.S. GOVERNMENTS INTERMEDIATE-TERM

These funds seek to provide a competitive level of income and limited price
volatility by investing in securities of the United States government and its
agencies. Both funds require a minimum investment of $2,500.
The two funds differ in the weighted average maturities of their portfolios
and accordingly, in their degree of risk and level of income. Generally, the
longer the weighted average maturity of a fund's portfolio, the higher
8

<PAGE>

the yield and the greater the price volatility.
U.S. Governments Short-Term will maintain a weighted average portfolio
maturity of three years or less. The fund is designed for investors who can
accept some fluctuation in principal in order to earn a higher level of current
income than is generally available from money market securities, but who do not
want as much price volatility as is inherent in longer-term securities.
U.S.Governments Intermediate-Term will maintain a weighted average
portfolio maturity of three to 10 years. The fund is designed for investors
seeking a higher level of current income than is generally available from
shorter-term government securities and who are willing to accept a greater
degree of price fluctuation.
The market value of the securities in which U.S. Governments Short-Term
and U.S. Governments Intermediate-Term invest will fluctuate, and accordingly,
the value of your shares will vary from day to day. (See "Fundamentals of Fixed
Income Investing," page 12.)
Both funds may invest in (1) direct obligations of the United States,
such as Treasury bills, notes and bonds, which are supported by the full faith
and credit of the United States, and (2) obligations (including mortgage-related
securities) issued or guaranteed by agencies and instrumentalities of the United
States government that are established under an act of Congress. The securities
of some of these agencies and instrumentalities, such as the Government National
Mortgage Association, are guaranteed as to principal and interest by the U.S.
Treasury, and other securities are supported by the right of the issuer, such as
the Federal Home Loan Banks, to borrow from the Treasury. Other obligations,
including those issued by the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation, are supported only by the credit of the
instrumentality.
Mortgage-related securities in which the funds may invest include
collateralized mortgage obligations ("CMOs") issued by a United States agency or
instrumentality. A CMO is a debt security that is collateralized by a portfolio
or pool of mortgages or mortgage-backed securities. The issuer's obligation to
make interest and principal payments is secured by the underlying pool or
portfolio of mortgages or securities.
The market value of mortgage-related securities, even those in which the
underlying pool of mortgage loans is guaranteed as to the payment of principal
and interest by the United States government, is not insured. When interest
rates rise, the market value of those securities may decrease in the same manner
as other debt, but when interest rates decline, their market value may not
increase as much as other debt instruments because of the prepayment feature
inherent in the underlying mortgages. If such securities are purchased at a
premium, the fund will suffer a loss if the obligation is prepaid. Prepayments
will be reinvested at prevailing rates, which may be less than the rate paid by
the prepaid obligation.
For the purpose of determining the weighted average portfolio maturity of
the funds, management shall consider the maturity of a mortgage-related security
to be the remaining expected average life of the security. The average life of
such securities is likely to be substantially less than the original maturity as
a result of prepayments of principal on the underlying mortgages, especially in
a declining interest rate environment. In determining the remaining expected
average life, management makes assumptions regarding prepayments on underlying
mortgages. In a rising interest rate environment, those prepayments generally
decrease, and may decrease below the rate of prepayment assumed by management
when purchasing those securities. Such slowdown may cause the remaining maturity
of those securities to lengthen, which will increase the relative volatility of
those securities and, hence, the fund holding the securities. (See "Fundamentals
of Fixed Income Investing," page 12.)

<PAGE>

LIMITED-TERM BOND,
INTERMEDIATE-TERM BOND AND
LONG-TERM BOND

These funds, which seek to provide investors with income through
investments in bonds and other debt instruments, require a minimum investment of
$2,500.
The three funds differ in the weighted average maturities of their
portfolios and accordingly in their degree of risk and level of income.
Generally, the longer the weighted average maturity, the higher the yield and
the greater the price volatility.
Limited-Term Bond will invest primarily in investment grade corporate
securities and other debt instruments and will maintain, under normal market
conditions, a weighted average maturity of five years or less. The fund is
designed for investors seeking a competitive level of current income with
limited price volatility.
Intermediate-Term Bond will invest primarily in investment grade corporate
securities and other debt instruments and will maintain, under normal market
conditions, a weighted average maturity of three to 10 years. The fund is
designed for investors seeking a higher level of current income than is
generally available from shorter-term corporate and government securities and
who are willing to accept a greater degree of price fluctuation.
Long-Term Bond will invest primarily in investment grade corporate bonds
and other debt instruments and will maintain, under normal market conditions, a
weighted average portfolio maturity of 10 years or greater. The fund is designed
for investors whose primary goal is a level of current income higher than is
generally provided by money market or short- and intermediate-term securities
and who can accept the generally greater price volatility associated with
longer-term bonds.
The value of the shares of all three of these funds will
vary from day to day. (See "Fundamentals of Fixed Income
Investing," page 12.)
Under normal market conditions, each fund will maintain at least 65% of the
value of its total assets in investment grade bonds and other debt instruments.
Under normal market conditions, each of the funds may invest up to 35% of its
assets, and for temporary defensive purposes, up to 100% of its assets, in
short-term money market instruments.
Management will actively manage the portfolios, adjusting the weighted
average portfolio maturities as necessary in response to expected changes in
interest rates. During periods of rising interest rates, the weighted average
maturity of a fund may be moved to the shorter end of its maturity range 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 are rising, the weighted average
portfolio maturity may be moved toward the longer end of its maturity range.
To achieve their objectives, the funds may invest in diversified portfolios
of high- and medium-grade debt securities payable in United States currency. The
funds may invest in securities which at the time of purchase are rated by a
nationally recognized statistical rating organization or, if not rated, are of
equivalent investment quality as determined by the management, as follows:
short-term notes within the two highest categories (for example, at least MIG-2
by Moody's or SP-2 by S&P); corporate, sovereign government, and municipal bonds
within the four highest categories (for example, at least Baa by Moody's or BBB
by S&P); securities of the United States government and its agencies and
instrumentalities (see U.S. Governments Short-Term and U.S. Governments
Intermediate-Term, page 8); other types of securities rated at least P-2 by
Moody's or A-2 by S&P. According to Moody's, bonds rated Baa are medium-grade
and possess some speculative characteristics. A BBB rating by S&P indicates S&Ps
belief that a security exhibits a satisfactory degree of safety and capacity for
repayment, but is more vulnerable to adverse economic conditions or changing

<PAGE>

circumstances.
As noted, each fund may invest up to 35% of its assets, and for temporary
defensive purposes as determined by the manager, up to 100% of its assets in
short-term money market instruments. Those instruments may include:
(1) Securities issued or guaranteed by the U.S.
government and its agencies and
instrumentalities;
(2) Commercial Paper;
(3) Certificates of Deposit and Euro Dollar
Certificates of Deposit;
(4) Bankers' Acceptances;
(5) Short-term notes, bonds, debentures, or other
debt instruments;
(6) Repurchase agreements;

and must meet the rating standards set out above. To the extent a fund assumes a
defensive position, the weighted average maturity of its portfolio may not fall
within the ranges stated above for the fund.

TAX-EXEMPT SHORT-TERM,
TAX-EXEMPT INTERMEDIATE-TERM AND
TAX-EXEMPT LONG-TERM

These funds, which seek to provide investors with income generally exempt
from federal income taxes, require a minimum initial investment of $5,000.

The three funds differ in the weighted average maturities of their
portfolios and accordingly in their degree of risk and level of income.
Generally, the longer the weighted average maturity, the higher the yield and
the greater the price volatility.
Tax-Exempt Short-Term invests primarily in short-term tax-exempt bonds. The
fund intends to maintain a weighted average portfolio maturity of three years or
less. It is designed for investors who can accept some fluctuation in principal
in order to earn a higher level of current income than is generally available on
tax-exempt money market securities.
Tax-Exempt Intermediate-Term invests in tax-exempt bonds and, under normal
market conditions, will maintain a weighted average portfolio maturity of three
to 10 years. It is designed for investors seeking a higher level of current
income than is generally available on tax-exempt short-term bonds and money
market securities and who are willing to accept a greater degree of fluctuation
in principal.
Tax-Exempt Long-Term invests in longer-term tax-exempt bonds and, under
normal market conditions, will maintain a weighted average portfolio maturity of
10 years or greater. The fund is designed for the investor seeking a higher
level of current income and who can accept the relatively high degree of price
volatility associated with longer-term bonds.
As a fundamental policy, at least 80% of each fund's portfolio will consist
of securities whose income is not subject to federal income tax, including the
alternative minimum tax. All such securities must be accompanied by an opinion
of Counsel to the issuer that the income is not subject to federal income taxes.
(See "Tax-Exempt Securities," page 13.) Under normal market conditions,
Tax-Exempt Short-Term may invest up to 100% of its assets and Tax-Exempt
Intermediate-Term and Tax-Exempt Long-Term may invest up to 20% of their assets
in tax-exempt short-term securities. For temporary defensive purposes,
Tax-Exempt Intermediate-Term and Tax-Exempt Long-Term may invest 100% of their
assets in such securities and all three funds may invest up to 20% of assets in
taxable short-term securities.
The tax-exempt funds may invest in securities that, at the time of
purchase, are rated by a nationally recognized statistical rating organization
or, if not rated, are of equivalent investment quality as determined by the
management, as follows: short-term notes within the two highest categories (for
example, at least MIG-2 by Moody's or SP-2 by S&P); bonds within the four
highest categories (for example, at least Baa by Moody's or BBB by S&P); other
types of securities rated at least P-2 by Moody's or A-2 by S&P. 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
11

<PAGE>

security exhibits a satisfactory degree of safety and capacity for
repayment, but is more vulnerable to adverse economic conditions or changing
circumstances.
Management will actively manage each portfolio, adjusting the average
maturity as necessary in response to expected changes in interest rates in
general and for tax-exempt securities specifically. During periods of rising
interest rates, the weighted average maturity of a fund may be moved to the
shorter end of its maturity range in order to reduce the effect of bond price
declines on the fund's net asset value. Conversely, when prevailing interest
rates are falling and bond prices are rising, the weighted average portfolio
maturity of a fund may be moved toward the longer end of its maturity range.
Tax-exempt securities are issued by states, territories and possessions of
the United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities. Interest on these securities is exempt from
federal income taxes and, in some instances, applicable state or local income
taxes. These securities are issued to obtain funds for various public purposes,
or for specified privately operated facilities.
From time to time, each fund may invest more than 25% of its assets in
tax-exempt securities which are related in such a way that an economic,
business, or political development or change affecting one such security could
also affect the other securities; for example, securities whose issuers are
located in the same state. Furthermore, each fund may invest up to 40% of its
assets in securities issued on behalf of educational facilities and 40% in
securities issued on behalf of qualified health facilities. To the extent that a
fund's assets are concentrated in securities payable from revenues on similar
facilities, the fund will be subject to the peculiar risks presented by such
facilities to a greater extent than it would if the fund's assets were not so
concentrated. Such facilities could be adversely affected by, among other
things, legislation, regulatory actions, a decline in public and private support
and increased competition.

FUNDAMENTALS OF
FIXED INCOME INVESTING

[line graph]
HISTORICAL YIELDS
30-YEAR 20-YEAR 3-MONTH
TREASURY TAX-EXEMPT TREASURY
BONDS BONDS BILLS
1/91 8.19 7.14 6.38
2/91 8.20 7.00 6.26
3/91 8.25 6.84 5.93
4/91 8.18 6.67 5.69
5/91 8.26 6.65 5.69
6/91 8.4 6.72 5.69
7/91 8.34 6.61 5.68
8/91 8.06 6.6 5.48
9/91 7.81 6.43 5.25
10/91 7.91 6.4 4.97
11/91 7.94 6.5 4.46
12/91 7.4 6.25 3.96
1/92 7.76 6.33 3.94
2/92 7.79 6.35 4.02
3/92 7.96 6.4 4.14
4/92 8.04 6.43 3.77
5/92 7.84 6.25 3.77
6/92 7.78 6.13 3.65
7/92 7.46 5.78 3.24
8/92 7.41 6.01 3.22
9/92 7.38 6.04 2.74
10/92 7.62 6.34 3.01
11/92 7.6 6.08 3.34
12/92 7.4 6.04 3.14
1/93 7.2 5.9 2.97
2/93 6.9 5.45 3
3/93 6.92 5.61 2.96
4/93 6.93 5.52 2.96
5/93 6.98 5.54 3.11
6/93 6.67 5.32 3.08
7/93 6.56 5.38 3.1
8/93 6.09 5.15 3.07
9/93 6.02 4.99 2.98
10/93 5.97 5 3.1
11/93 6.3 5.24 3.2
12/93 6.35 5.1 3.06
1/94 6.24 4.97 3.03
2/94 6.66 5.26 3.43
3/94 7.09 5.87 3.55
4/94 7.31 6.04 3.95
5/94 7.43 5.99 4.24
6/94 7.61 6.05 4.22
7/94 7.39 5.91 4.36
8/94 7.45 5.96 4.66
9/94 7.82 6.17 4.77
10/94 7.97 6.36 5.15
11/94 8 6.64 5.71
12/94 7.88 6.45 5.69
1/95 7.7 6.12 6
2/95 7.44 5.78 5.94
3/95 7.43 5.77 5.87
4/95 7.34 5.81 5.86
5/95 6.65 5.55 5.8
6/95 6.62 5.77 5.57
7/95 6.85 5.77 5.58
8/95 6.65 5.73 5.45
9/95 6.5 5.67 5.41
10/95 6.33 5.49 5.51
11/95 6.13 5.31 5.49
12/95 5.95 5.18 5.08

BOND PRICE VOLATILITY

For a given change in interest rates, longer maturity bonds experience a greater
change in price, as shown below:

Price of a 7% Price of same
coupon bond bond if its Percent
Years to now trading yield increases change
Maturity to yield 7% to 8% 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%

[bar chart]
YEARS TO MATURITY

U.S. Governments Short-Term
Likely Maturities of Individual Holdings 0-8 years
Expected Weighted Average Portfolio Maturity Range 6 mos.-3 years

U.S. Governments Intermediate-Term
Likely Maturities of Individual Holdings 0-20 years
Expected Weighted Average Portfolio Maturity Range 3-10 years

Cash Reserve
Likely Maturities of Individual Holdings 0-2 years
Expected Weighted Average Portfolio Maturity Range 0-6 mos.

Limited-Term Bond
Likely Maturities of Individual Holdings 0-8 years
Expected Weighted Average Portfolio Maturity Range 6 mos.-5 years

Intermediate-Term Bond
Likely Maturities of Individual Holdings 0-20 years
Expected Weighted Average Portfolio Maturity Range 3-10 years

Long-Term Bond
Likely Maturities of Individual Holdings 0-30 years
Expected Weighted Average Portfolio Maturity Range 10-20 years

Tax-Exempt Short-Term
Likely Maturities of Individual Holdings 0-6 years
Expected Weighted Average Portfolio Maturity Range 6 mos.-5 years

Tax-Exempt Intermediate-Term
Likely Maturities of Individual Holdings 0-20 years
Expected Weighted Average Portfolio Maturity Range 3-10 years

Tax-Exempt Long-Term
Likely Maturities of Individual Holdings 0-30 years
Expected Weighted Average Portfolio Maturity Range 10-20 years

<PAGE>

Over time, the level of interest rates available in the marketplace
changes. As prevailing rates fall, the prices of bonds and other securities that
trade on a yield basis rise. On the other hand, when prevailing interest rates
rise, bond prices fall.
Generally, the longer the maturity of a debt security, the higher its yield
and the greater its price volatility. Conversely, the shorter the maturity, the
lower the yield but the greater the price stability.
These factors operating in the marketplace have a similar impact on bond
portfolios. A change in the level of interest rates causes the net asset value
per share of any bond fund, except money market funds, to change. If sustained
over time, it would also have the impact of raising or lowering the yield of the
fund.
In addition to the risk arising from fluctuating interest rate levels, debt
securities are subject to credit risk. When a security is purchased, its
anticipated yield is dependent on the timely payment by the borrower of each
interest and principal installment. Credit analysis and resultant bond ratings
take into account the relative likelihood that such timely payment will occur.
As a result, lower-rated bonds tend to sell at higher yield levels than
top-rated bonds of similar maturity.

AUTHORIZED QUALITY RANGES
A-1 A-2 A-3
P-1 P-2 P-3
MIG-1 MIG-2 MIG-3
SP-1 SP-2 SP-3
AAA AA A BBB BB B CCC CC C D
U. S. Governments
Short-Term x
U. S. Governments
Intermediate-Term x
Cash Reserve x x
Limited-Term Bond x x x x
Intermediate-Term Bond x x x x
Long-Term Bond x x x x
Tax-Exempt Short-Term x x x x
Tax-Exempt Intermediate-Term x x x x
Tax-Exempt Long-Term x x x x

In addition, as economic, political and business developments unfold,
lower-quality bonds, which possess lower levels of protection with regard to
timely payment, usually exhibit more price fluctuation than do higher-quality
bonds of like maturity.
The investment practices of Twentieth Century's fixed income funds take
into account these relationships. The maturity and asset quality of each fund
have implications for the degree of price volatility and the yield level to be
expected from each.

TAX-EXEMPT SECURITIES

Historically, interest paid on securities issued by states, cities,
counties, school districts and other political subdivisions of the United States
has been exempt from federal income taxes. Legislation since 1985, however,
affects the tax treatment of certain types of municipal bonds issued after
certain dates and, in some cases, subjects the income from certain bonds to
differing tax treatment depending on the tax status of its recipient.
The tax-exempt funds should be expected to invest some portion of their
assets in bonds which, in the hands of some holders, would be subject to the
alternative minimum tax, as long as management determines it is in the best
interest of shareholders generally to invest in such securities. (See "Taxes,"
page 31.)
As a prospective investor in tax-exempt securities, you should determine
whether your after-tax return is likely to be higher with a taxable or with a
tax-exempt security. To determine this, you may use the analysis shown in the
following example:

Suppose your maximum tax rate is 36% and you want to determine whether you
should purchase a 6% tax-exempt yield or a 9% taxable security.

6% 6%
-------------- = ----- = 9.375% taxable yield
1-.36 tax rate .64

<PAGE>

Your after-tax return will be higher with the 6% tax-exempt yield if
taxable yields are less than 9.375%. In this example, the tax-exempt is
more attractive than the 9% taxable yield.

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions Applicable to All
Series of Shares" in the Statement of Additional Information.

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds, except Cash Reserve, are
shown in the Financial Highlights table on pages 5, 6 and 7 of this prospectus.
With respect to each series of shares, investment decisions to purchase and
sell securities are based on the anticipated contribution of the security in
question to the particular fund's objectives. The rate of portfolio turnover is
irrelevant when management believes a change is in order to achieve those
objectives and accordingly, the annual portfolio turnover rate cannot be
anticipated.
The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. A high turnover rate involves
correspondingly higher transaction costs that are borne directly by a fund. It
may also affect the character of capital gains, if any, realized and distributed
by a fund since short-term capital gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

Each 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 that fund.
However, it is not expected that the tax-exempt funds will make such
investments, because the interest on them typically is not tax-exempt.
Repurchase agreements are authorized investments for the tax-exempt funds,
however, and could be used if it is deemed in the best interest of the funds'
shareholders to invest in securities that are not exempt from federal income
taxes. (See "Tax-Exempt Short-Term, Tax-Exempt Intermediate-Term and Tax-Exempt
Long- Term," page 11.)
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 funds 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 funds' board of
directors.
Each of the funds may invest in repurchase agreements with respect to any
security in which that fund is authorized to invest, even if the remaining
maturity of the underlying security would make that security ineligible for
purchase by such fund. No fund will invest more than 15% (10% in the case of
Cash Reserve) of its assets in repurchase agreements maturing in more than seven
days.

<PAGE>

DERIVATIVE SECURITIES

To the extent permitted by its investment objectives and policies, each of
the funds may invest in securities that are commonly referred to as "derivative"
securities. Generally, a derivative 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.
No fund may invest in a derivative security unless the reference index or
the instrument to which it relates is an eligible investment for the fund. For
example, a bond whose interest rate is indexed to the return on two-year
treasury securities would be a permissible investment (assuming it otherwise
meets the other requirements for the funds), while 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:
* the risk that the underlying security, interest rate,
market index or other financial asset
will not move in the direction the portfolio manager anticipates;
* the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the
exchange, either of which may make it difficult or impossible to close
out a position when desired;
* the risk that adverse price movements in an instrument can result in a
loss substantially greater than a fund's initial investment; and
* the risk that the counterparty will fail to perform its obligations.

The board of directors has approved the 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

<PAGE>

Twentieth Century 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 Twentieth Century's
shareholders.
The tax-exempt funds are not expected to participate in portfolio lending,
because the interest earned on the loans is taxable.

FOREIGN SECURITIES

Cash Reserve and the corporate bond funds may invest an unlimited amount of
their assets in the securities of foreign issuers, including foreign
governments, when these securities meet their standards of selection. Securities
of foreign issuers may trade in the U.S. or foreign securities markets. The
funds will limit their purchase of debt securities to U.S. dollar denominated
investment grade obligations. Such securities will be primarily from developed
markets.
Investments in foreign securities may present certain risks, including
those resulting from 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.

WHEN-ISSUED SECURITIES

Each of the funds may sometimes purchase new issues of securities on a
when-issued basis without the 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 occurs 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 each security may
decline prior to delivery, which could result in a loss to the fund. A separate
account for each 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

<PAGE>

investors, the liquidity of such securities may be limited accordingly and a
fund may, from time to time, hold a Rule 144A security that is illiquid. In such
an event, Twentieth Century will consider appropriate remedies to minimize the
effect on such fund's liquidity. No fund may invest more than 15% of its assets
(10% of assets, with regard to Cash Reserve) 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).

INTEREST RATE FUTURES CONTRACTS
AND OPTIONS THEREON

The corporate bond funds and the tax-exempt funds may buy and sell interest
rate futures contracts relating to debt securities ("debt futures," i.e.,
futures relating to debt securities, and "bond index futures," i.e., futures
relating to indexes on types or groups of bonds) and write and buy put and call
options relating to interest rate futures contracts.
For options sold, a fund will segregate cash or high-quality debt
securities equal to the value of securities underlying the option unless the
option is otherwise covered.
A fund will deposit in a segregated account with its custodian bank
high-quality debt obligations maturing in one year or less, or cash, in an
amount equal to the fluctuating market value of long futures contracts it has
purchased, less any margin deposited on its long position. It may hold cash or
acquire such debt obligations for the purpose of making these deposits.
A fund will purchase or sell futures contracts and options thereon only for
the purpose of hedging against changes in the market value of its portfolio
securities or changes in the market value of securities that it may wish to
include in its portfolio. A fund will enter into future and option transactions
only to the extent that the sum of the amount of margin deposits on its existing
futures positions and premiums paid for related options do not exceed 5% of its
assets.
Since futures contracts and options thereon can replicate movements in the
cash markets for the securities in which a fund invests without the large cash
investments required for dealing in such markets, they may subject a fund to
greater and more volatile risks than might otherwise be the case. The principal
risks related to the use of such instruments are (1) the offsetting correlation
between movements in the market price of the portfolio investments (held or
intended) being hedged and in the price of the futures contract or option may be
imperfect; (2) possible lack of a liquid secondary market for closing out
futures or option positions; (3) the need for additional portfolio management
skills and techniques; and (4) losses due to unanticipated market price
movements. For a hedge to be completely effective, the price change of the
hedging instrument should equal the price change of the securities being hedged.
Such equal price changes are not always possible because the investment
underlying the hedging instrument may not be the same investment that is being
hedged.
Management will attempt to create a closely correlated hedge but hedging
activity may not be completely successful in eliminating market value
fluctuation. The ordinary spreads between prices in the cash and futures
markets, due to the differences in the natures of those markets, are subject to
distortion. Due to the possibility of distortion, a correct forecast of general
interest rate trends by management may still not result in a successful
transaction. Management may be incorrect in its expectations as to the extent of
various interest rate movements or the time span within which the movements take
place.
See the Statement of Additional Information for further information about
these instruments and their risks.

PERFORMANCE ADVERTISING

From time to time, Twentieth Century may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative

<PAGE>

total return or average annual total return, yield, effective yield and
tax-equivalent yield (for tax-exempt funds).
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. In the case of Cash
Reserve, yield is calculated by measuring the income generated by an investment
in the fund over a seven-day period (net of fund expenses). This income is then
"annualized." That is, the amount of income generated by the investment over the
seven-day period is assumed to be generated over each similar period each week
throughout a full year and is shown as a percentage of the investment. The
"effective yield" is calculated in a similar manner but, when annualized, the
income earned by the investment is assumed to be reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of the
assumed reinvestment.
With respect to Twentieth Century's other fixed income funds, 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, a
fund's yield may not equal the income paid on your shares or the income reported
in a fund's financial statements.
A tax-equivalent yield demonstrates the taxable yield necessary to produce
an after-tax yield equivalent to that of a fund which invests in exempt
obligations. (See "Tax-Exempt Securities," page 13, for a description of the
method of comparing yields and tax-equivalent yields.)
The funds 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 Donoghue's Money Fund Average and the Bank Rate
Monitor National Index of 21/2-year CD rates. Fund performance may also be
compared to other funds in the Twentieth Century family. It may also be combined
or blended with other funds in the Twentieth Century 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 funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

<PAGE>

HOW TO INVEST WITH TWENTIETH CENTURY
- --------------------------------------------------------------------------------

TWENTIETH CENTURY FAMILY OF FUNDS

In addition to the 16 funds offered by Twentieth Century Investors, Inc.,
the Twentieth Century family of funds also includes funds offered by Twentieth
Century World Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Capital Portfolios, Inc. and Twentieth Century Strategic Asset
Allocations, Inc. Please call the Investors Line for a prospectus and additional
information about the other funds in the Twentieth Century family of funds.
The Twentieth Century family of mutual funds now also includes the funds
offered by The Benham Group as a result of the acquisition of Benham Management
Corporation, investment manager of The Benham Group, by Twentieth Century
Companies, Inc. The Benham Group offers several funds with investment objectives
similar to the Twentieth Century funds, but with different fee structures. You
may also wish to consider the funds of The Benham Group for your investment
needs. For a prospectus and more information about those funds, please call
1-800-331-8331.

INVESTING IN TWENTIETH CENTURY

Each of the funds offered by this prospectus requires an initial minimum
investment, as follows: Cash Reserve, $1,000; the two U.S. Governments funds and
the three corporate bond funds, $2,500; and the three tax-exempt funds, $5,000.
*SUBSEQUENT INVESTMENTS TO PURCHASE ADDITIONAL SHARES IN ANY ONE FUND ACCOUNT
MUST BE IN AN AMOUNT OF $50 OR MORE.** You may diversify your investments by
choosing a combination of the funds for your investment program. (See
"Information About Investment Policies of the Funds," page 8.)
* THIS REQUIREMENT DOES NOT APPLY TO INDIVIDUAL RETIREMENT ACCOUNTS,
403(B) ACCOUNTS AND OTHER TYPES OF TAX-DEFERRED RETIREMENT PLAN
ACCOUNTS.
** THIS REQUIREMENT DOES NOT APPLY TO 403(B) ACCOUNTS AND OTHER TYPES OF
TAX-DEFERRED RETIREMENT PLAN ACCOUNTS.

You may invest in the following ways:

BY MAIL

Send your application and check or money order to
Twentieth Century. Checks must be payable in U.S. dollars.
ADDITIONAL INVESTMENTS. When making additional investments by mail, please
enclose your check with the return remittance portion of the confirmation of
your previous investment, if available. If the remittance slip is not available,
indicate on your check or a separate piece of paper your name, address and
account number.
Orders to purchase shares are effective on the day
Twentieth Century receives your check or money order. (See
"When Share Price Is Determined," page 30.)

BY TELEPHONE

BY WIRE

You may make your initial or subsequent investments in Twentieth Century by
wiring funds. To do so:
(1) Instruct your bank to wire funds to
the Boatmen's First National Bank of Kansas City,
Missouri, ABA routing number 101000035.
(2) BE SURE TO SPECIFY ON THE WIRE:
(A) TWENTIETH CENTURY INVESTORS, INC.
(B) THE FUND YOU ARE BUYING AND ACCOUNT NUMBER (IF YOU
HAVE ONE).

19
<PAGE>

(C) YOUR NAME.
(D) YOUR CITY AND STATE.
(E) YOUR TAXPAYER IDENTIFICATION NUMBER.
Wired funds are considered received on the day they are deposited in
Twentieth Century's account if they are deposited before the close of business
on the New York Stock Exchange, usually 3 p.m. Central time. (See "When Share
Price Is Determined," page 30.)

AUTOMATIC INVESTMENTS

ADDITIONAL INFORMATION
ABOUT INVESTMENTS

TWENTIETH CENTURY CANNOT ACCEPT INVESTMENTS SPECIFYING A CERTAIN PRICE,
DATE OR NUMBER OF SHARES AND WILL RETURN THESE INVESTMENTS.
Once you have mailed or otherwise trans-mitted your investment instruction
to Twentieth Century, it may not be modified or cancelled.
Each fund reserves the right to suspend the offering of shares for a period
of time, and each fund reserves the right to reject any specific purchase order
including purchases by exchange or conversion. Additionally, purchases may be
refused if, in the opinion of the manager, they are of a size that would disrupt
the management of the funds.
Twentieth Century intends, upon 60 days' prior notice,
to involuntarily redeem shares in any account if the total value of the shares
is less than the required minimum. Twentieth Century reserves the right to
change the amount of these minimums from time to time or waive them in whole or
in part for certain classes of investors. (See "Automatic Redemption of Shares,"
page 26.)
Transactions in shares of the fund may be executed by brokers or investment
advisers who charge a fee for their services. You should be aware of the fact
that these transactions may be made directly with Twentieth Century without
incurring such fees.

TAX IDENTIFICATION NUMBER

CERTIFICATES

<PAGE>

of your cancelled check. Negotiable certificates will not be issued for fund
shares held in accounts that do not meet the minimum account value requirement
for that fund.

SPECIAL SHAREHOLDER SERVICES

You may establish one or more special services designed to provide an easy
way to do business with Twentieth Century. By electing these services on your
application or by completing the appropriate forms, you may authorize:
* Investments by phone.
* Automatic Investments.
* Exchanges and redemptions by phone.
* Exchanges and redemptions in writing
signed by any one registered owner.
* Redemptions without a signature guarantee.
* Transmission of redemption proceeds by wire or
electronic funds transfer.
An election to establish any of the above services, except Automatic
Investments, will also apply to all existing and future accounts in the
Twentieth Century family of funds listed under the same social security number
or employer identification number.
With regard to the service which enables you to exchange and redeem by
phone or in writing signed by only one registered owner and with respect to
redemptions, without a signature guarantee, Twentieth Century, its transfer
agent and investment adviser will not be responsible for any loss for
instructions that they reasonably believe are genuine. Twentieth Century intends
to employ reasonable procedures to confirm that instructions received by
Twentieth Century for your account in fact are genuine. Such procedures will
include requiring personal information to verify the identity of callers,
providing written confirmations of telephone transactions, and recording
telephone calls. If Twentieth Century does not employ reasonable procedures to
confirm the genuineness of instructions, then Twentieth Century may be liable
for losses due to unauthorized or fraudulent instructions.

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

BY TELEPHONE

You may exchange your shares by phone if you have authorized Twentieth
Century to accept telephone instructions. (Before calling, read "Additional
Information About Exchanges," page 22.)

BY MAIL

You may direct Twentieth Century in writing

<PAGE>

to exchange your shares.
If you have authorized Twentieth Century to accept written instructions
from any one registered owner, and if the shares are owned by two or more
persons, only one signature is required on your written exchange request.
Otherwise, the request should be signed by each person in whose name the shares
are registered. All signatures should be exactly as the name appears in the
registration; for example, if an owner's name is registered as John Robert
Jones, he should sign that way and not as John R. Jones.
(Before writing, read "Additional Information About Exchanges," below.)

ADDITIONAL INFORMATION
ABOUT EXCHANGES

(1) IN AN EXCHANGE FROM ONE ACCOUNT TO ANOTHER ACCOUNT, THE SHARES BEING
SOLD AND THE NEW SHARES BEING PURCHASED MUST HAVE A CURRENT VALUE OF AT
LEAST $100 AND YOU MUST MEET ANY INVESTMENT MINIMUM IMPOSED BY THE FUND
BEING ACQUIRED. A limited exception to this policy will permit an owner of
shares of Cash Reserve to establish an automatic monthly exchange,
Exchange-A-Month, from Cash Reserve to another Twentieth Century fund in an
amount of $100 or more. To set up an Exchange-A-Month plan, call Twentieth
Century for instructions.
(2) EXCHANGES FROM ANY ONE FUND ACCOUNT ARE LIMITED TO SIX TIMES IN ANY ONE
CALENDAR YEAR except for the exchange of shares of Cash Reserve and shares
of any of the funds exchanged pursuant to an automatic monthly exchange.
[This limitation will not apply to automatic Twentieth Century College
Investment Program exchanges or to shares held in 403(b) accounts and
certain pooled accounts owned by institutional investors.]

(3) The shares being acquired must be qualified for sale in your state of
residence.
(4) If the shares are represented by a negotiable stock certificate, the
certificate must be returned before the exchange can be effected.
(5) ONCE YOU HAVE TELEPHONED OR MAILED YOUR EXCHANGE REQUEST, IT IS
IRREVOCABLE AND MAY NOT BE MODIFIED OR CANCELLED.
(6) For the purpose of processing exchanges, the value of the shares
surrendered and the value of the shares acquired are the net asset values
of such shares next computed after receipt of your exchange order.
(7) Shares MAY NOT be exchanged unless you have furnished Twentieth Century
with your tax identification number, certified as prescribed by the
Internal Revenue Code and Regulations. (See "Tax Identification Number,"
page 20.)
(8) An exchange of shares is, for federal income tax purposes, a sale of
the shares, on which you may realize a taxable gain or loss.
(9) If the request is made by a corporation, partnership, trust, fiduciary,
agent or unincorporated association, Twentieth Century will require
evidence satisfactory to it of the authority of the individual signing the
request.

HOW TO REDEEM SHARES

Twentieth Century will buy back ("redeem") your shares at any time at the
net asset value next determined after receipt of a redemption request in good
order. (Before redeeming, please read "Additional Information About
Redemptions," page 26 and "When Share Price Is Determined," page 30.)
Your redemption proceeds may be delayed if you have owned your shares less
than 15 days. (See "Redemption Proceeds," page 25.)

ALL REQUESTS TO REDEEM SHARES HAVING A VALUE OF $25,000 OR MORE, THE
PROCEEDS OF WHICH ARE TO BE PAID BY CHECK, MADE WITHIN 30 DAYS OF OUR RECEIPT OF
AN ADDRESS CHANGE (INCLUDING REQUESTS TO REDEEM THAT ACCOMPANY AN ADDRESS
CHANGE) MUST BE IN WRITING. ADDITIONALLY, THE REQUEST MUST BE SIGNED BY

<PAGE>

EACH PERSON IN WHOSE NAME THE SHARES ARE OWNED, AND ALL SIGNATURES MUST BE
GUARANTEED. (See "Signature Guarantee," page 24 and "How to Change Your Address
of Record," page 27.)

BY TELEPHONE

BY MAIL

Your written instructions to redeem shares may be in any one of the
following forms:
* A redemption form, available from Twentieth Century.
* A letter to Twentieth Century.
* An assignment form or stock power.
* An endorsement on the back of your negotiable stock certificate, if you
have one.
ONCE MAILED TO TWENTIETH CENTURY, THE REDEMPTION REQUEST IS IRREVOCABLE AND
MAY NOT BE MODIFIED OR CANCELLED.
If you have authorized Twentieth Century to accept written instructions
from any one registered owner without a signature guarantee, only one signature
is required on your written redemption request and it need not be guaranteed.
If you have NOT elected this special service, all signatures must be
guaranteed. (See "Signature Guarantee," page 24.) The request must be signed by
each person in whose name the shares are registered; for example, in the case of
joint ownership, each owner must sign.
All signatures should be exactly as the name appears in the registration.
If the owner's name appears in the registration as Mary Elizabeth Jones, she
should sign that way and not as Mary E. Jones.
(Before writing, see "Additional Information About Redemptions," page 26.)

BY CHECK-A-MONTH

Twentieth Century's Check-A-Month plan automatically redeems enough shares
each month to provide you with a check for a minimum of $25. To set up a
Check-A-Month plan, call Twentieth Century for instructions.
Shares will be redeemed on the 20th day of each month or the next business
day, and your check will be mailed the next day. If your monthly checks exceed
the dividends, interest and capital appreciation on your shares, the payments
will deplete your investment.
Amounts paid to you by Check-A-Month are not a return on your investment.
They are derived from the redemption of shares in your account, and you must
report on your income tax return gains or losses that you realize.
You may specify a Check-A-Month when you make your first investment. If you
order a Check-A-Month thereafter, then, as in any redemption, the request for a
Check-A-Month or any increase in amount must be signed by all owners with their
signatures guaranteed, unless Twentieth Century has been authorized to accept
instructions from any one owner, by telephone or in writing without a signature
guarantee.
You may request that the Check-A-Month be sent to an address other than the
address of record at the time of your first investment. Thereafter, a request to
send a Check-A-Month to an address other than the address of record must be
signed by all owners, with their signatures guaranteed.
Twentieth Century may terminate the Check-A-Month at any time, upon notice
to you, and you likewise may terminate it or change the amount of the
Check-A-Month, by notice to Twentieth Century in writing or by telephone.
Termination or change will become effective within five business days following
receipt of your instruction.

<PAGE>

Your Check-A-Month plan may begin anytime after you have owned your shares
for 15 days.

BY CHECKWRITING

You may redeem shares of Cash Reserve and shares of Tax-Exempt Short-Term
by writing a draft ("check") against your account balance. (Shares held in
certificate form may not be redeemed by check.) There is no limit on the number
of checks you can write, but they must be for at least $100 and not more than
$1,000,000. Checks can be drawn to the order of any payee.
Checks will clear through Boatmen's First National Bank of Kansas City,
Missouri. When checks are presented, Twentieth Century will redeem a sufficient
number of shares from your account to pay the check amount. The shares will be
redeemed at the net asset value determined for such shares on the date the check
is presented for payment at Boatmen's. (See "Share Price," page 30.) You will
receive confirmation of the CheckWriting redemption. Cancelled checks will not
be returned to you; however, Twentieth Century will retain microfilmed copies of
cancelled checks for your emergency needs and will provide a copy upon written
request.
You will continue to receive dividends on all shares until your check is
presented for payment. If you redeem all shares in your account by check, any
accrued distributions on the redeemed shares will be paid to you in cash on the
next monthly distribution date.
If you want to add CheckWriting to an existing Cash Reserve or Tax-Exempt
Short-Term account, contact Twentieth Century by phone or mail for an
appropriate form. For a new Cash Reserve or Tax-Exempt Short-Term account, you
may elect CheckWriting on your purchase application. THE SHARES HELD IN YOUR
CASH RESERVE ACCOUNT MUST HAVE A VALUE OF AT LEAST $1,000 AND THE SHARES HELD IN
YOUR TAX-EXEMPT SHORT-TERM ACCOUNT MUST HAVE A VALUE OF $5,000 BEFORE CHECKS
WILL BE ISSUED. You will receive an initial supply of checks usually within 14
days after your account has been established and your completed signature card
is on file with the fund. CheckWriting is not available for any account held in
a Twentieth Century-sponsored IRA or 403(b) plan.
CheckWriting redemptions may only be made on checks provided by Twentieth
Century. Currently, there is no charge for checks or for the CheckWriting
service. However, Twentieth Century reserves the right to change, modify or
terminate the CheckWriting service at any time.
Checks must be signed in accordance with the instructions you furnished on
your signature card. In all situations, including joint accounts, only one
signature is necessary unless you indicated otherwise on the signature card.
Twentieth Century will return checks that do not carry all required signatures
or that contain other irregularities.
Twentieth Century will also return checks drawn on insufficient funds or on
funds from investments made by any means other than by wire within the previous
15 days unless Twentieth Century has previously received proof that any
investment check or draft has been finally paid. Neither Twentieth Century nor
Boatmen's will be liable for any loss or expenses associated with returned
checks.
You may request a stop payment on any check and Twentieth Century will
attempt to carry out your request. Twentieth Century cannot guarantee that such
efforts will be effective.

SIGNATURE GUARANTEE

<PAGE>

signature guarantee program.
Shareholders living abroad may acknowledge their signatures before a U.S.
consular officer. Military personnel in foreign countries may acknowledge their
signatures before officers authorized to take acknowledgments, e.g., legal
officers and adjutants.
Twentieth Century may waive the signature guarantee on a redemption of
$25,000 or less if it is able to verify the signatures of all registered owners
from its account records. Twentieth Century reserves the right to amend or
discontinue this waiver policy at any time and, with regard to a particular
redemption transaction, to require a signature guarantee at its discretion.

REDEMPTION PROCEEDS

Redemption proceeds may be sent to you:

BY MAIL

If your redemption check is mailed, it is usually mailed on the second
business day after receipt of your redemption request, but not later than seven
days afterwards. When a redemption occurs shortly after a recent purchase made
by check or electronic draft, Twentieth Century may hold the redemption proceeds
beyond seven days but only until the purchase funds have cleared, which may take
up to 15 days or more. No interest is paid on the redemption proceeds after the
redemption is processed but before your redemption check is mailed. IF YOU
ANTICIPATE REDEMPTIONS SOON AFTER YOU PURCHASE YOUR SHARES, YOU ARE ADVISED TO
WIRE FUNDS TO AVOID DELAY.
Except for a direct transfer of proceeds from an IRA or 403(b) to a
custodian of another IRA or 403(b), and as noted below, all checks will be made
payable to the registered owner of the shares and will be mailed only to the
ADDRESS OF RECORD.
If you would like a redemption check made payable to someone other than the
registered owner of the shares and/or mailed to an address other than the
address of record, your request to redeem must (1) be made in writing; (2)
include an instruction to make the check payable to someone other than the
registered owner of the shares and/or mail it to an address other than the
address of record; and (3) be signed by all registered owners with their
signatures guaranteed. (See "Signature Guarantee," page 24.) Redemp-tions from
UGMA/UTMA accounts and from certain types of retirement accounts, such as IRA,
403(b) and qualified retirement plan accounts, will not be eligible for this
special service. If you would like to use this special service but are not
certain that a redemption from your account is eligible, please call Twentieth
Century prior to submitting your request. (See "Telephone Services," page 26.)

BY WIRE AND ELECTRONIC
FUNDS TRANSFER

You may authorize Twentieth Century to transmit redemption proceeds by wire
or elec-tronic funds transfer. These services will be effective 30 days after
Twentieth Century receives the authorization.
Proceeds from the redemption of shares will normally be transmitted on the
first business day, but not later than the seventh day, following the date of
redemption.
Your bank usually will receive wired funds the day they are transmitted or
the next day. Electronically transferred funds will ordinarily be received
within one to seven days after transmission. Once the funds are transmitted, the
time of receipt and the availability of the funds are not within Twentieth
Century's control. Wired funds are subject to a charge of $10 to cover bank
wire charges, which is deducted from redemption proceeds.
If your bank account changes, you must send a new "voided" check,
preprinted with your bank registration, with written instructions, including tax
identification number. The change will be effective 30 days after receipt by
Twentieth Century.
Redemption proceeds will be transmitted by wire or electronic funds
transfer only after

<PAGE>

Twentieth Century is satisfied that checks or electronic drafts that paid for
the shares have cleared, i.e., after 15 days have elapsed from the time of
purchase, or you have furnished Twentieth Century with satisfactory proof that
the purchase funds have cleared. If a purchase were made by check, for example,
copy of the cancelled check would be satisfactory proof. No interest is paid on
the redemption proceeds after the redemption and before the funds are
transmitted. IF YOU ANTICIPATE REDEMPTIONS WITHIN 15 DAYS AFTER YOU PURCHASE
SHARES, YOU ARE ADVISED TO WIRE FUNDS TO PAY FOR YOUR PURCHASES TO AVOID DELAY.

AUTOMATIC REDEMPTION OF SHARES

If at any time you have a fund account that falls into either of the
following categories:
(i) you invested the required minimum initial investment amount for the
fund (see inside front cover of this prospectus for current amounts), but
due to exchanges or redemptions you have made, the account now has a value
of less than the minimum initial investment amount; or
(ii) you have not invested the minimum initial investment amount for the
fund;
a notification will be sent advising you of the need to make an investment
to bring the value of the shares held in the account up to the minimum initial
investment amount. If the investment is not made within 60 days from the date of
notification, the shares held in the fund account will be redeemed and the
proceeds from the redemption will be sent by check to your address of record.
The automatic redemption of shares will not apply to College Investment
Program accounts in the rebalancing phase, Individual Retirement Accounts,
403(b) accounts and other types of tax-deferred retirement plan accounts. In
addition, Twentieth Century reserves the right to modify its policies regarding
the automatic redemption of shares, or to waive such policies in whole or in
part for certain classes of investors.

ADDITIONAL INFORMATION
ABOUT REDEMPTIONS

If you experience difficulty in making a telephone redemption during
periods of drastic economic or market changes, your redemption request may be
made by regular or express mail. It will be implemented at the net asset value
next determined after your request has been received by Twentieth Century in
good order.
Twentieth Century reserves the right to revise or terminate the telephone
redemption privilege at any time.
REDEMPTIONS SPECIFYING A CERTAIN DATE OR PRICE CANNOT BE ACCEPTED AND WILL
BE RETURNED.
If the shares are represented by a negotiable stock certificate, the
certificate must be returned before the redemption can be effected.
ALL REDEMPTIONS ARE MADE AND THE PRICE IS DETERMINED ON THE DAY WHEN ALL
DOCUMENTATION, PROPERLY COMPLETED, IS RECEIVED BY TWENTIETH CENTURY. (SEE "WHEN
SHARE PRICE IS DETERMINED," PAGE 30.)
If a request to redeem is made by a corporation, partnership, trust,
fiduciary, agent, or unincorporated association, Twentieth Century will require
evidence satisfactory to it of the authority of the individual signing the
request. Please call or write Twentieth Century for further information.
A request to redeem shares in an IRA or 403(b) plan must be accompanied by
an IRS Form W-4P and a reason for withdrawal as specified by the IRS.

TELEPHONE SERVICES

INVESTORS LINE

You may reach a Twentieth Century Investor Services Representative by
calling our Investors Line at 1-800-345-2021. On our Investors Line you may
request information about our funds and a current prospectus, speak with an
Investor Services Representative about your account, or get answers to any
questions that you may have about the funds and the ser-

<PAGE>

vices we offer. In addition, if you have authorized telephone transactions in
your account, you may have an Investor Services Representative help you with
investment, exchange and redemption transactions.
UNUSUAL STOCK MARKET CONDITIONS HAVE IN THE PAST RESULTED IN AN INCREASE IN
THE NUMBER OF SHAREHOLDER TELEPHONE CALLS. IF YOU EXPERIENCE DIFFICULTY IN
REACHING TWENTIETH CENTURY ON THE INVESTORS LINE DURING SUCH PERIODS, YOU SHOULD
CONSIDER SENDING YOUR TRANSACTION INSTRUCTIONS BY MAIL, EXPRESS MAIL OR COURIER
SERVICE, OR USING OUR AUTOMATED INFORMATION LINE, IF YOU HAVE REQUESTED AND
RECEIVED AN ACCESS CODE AND ARE NOT ATTEMPTING TO REDEEM SHARES.

AUTOMATED INFORMATION LINE

HOW TO CHANGE YOUR
ADDRESS OF RECORD

TAX-QUALIFIED RETIREMENT PLANS

Twentieth Century's funds are available for your tax-deferred retirement
plan. Call or write Twentieth Century and request the appropriate forms for:
* Individual Retirement Accounts (IRAs).
* 403(b) plans for employees of public school systems
and non-profit organizations.
* Profit sharing plans and pension plans for
corporations and other employers.
Because income generated in these plans is tax-deferred, the tax-exempt
funds may not be used for these plans.

HOW TO TRANSFER AN INVESTMENT
TO A TWENTIETH CENTURY
RETIREMENT PLAN

It is easy to transfer your tax-deferred plan to Twentieth Century from
another company or custodian. Call or write Twentieth Century for a request to
transfer form.
If you direct Twentieth Century to transfer funds from an existing
non-retirement Twentieth Century account into a retirement account, the shares
in your non-retirement account will be redeemed. The redemption proceeds will be
invested in your Twentieth Century IRA or other tax-qualified retirement plan.
The redemption is a taxable event resulting in a taxable gain or loss.

<PAGE>

COLLEGE INVESTMENT PROGRAM

Through this special service, you can systematically invest for a child's
college education. You may make automatic investments in any amount you choose
(minimum of $50) in shares of Select Investors (See Twentieth Century's Equity
Funds Prospectus). As the child nears college age, or another age you select,
Twentieth Century will automatically begin reallocating a predetermined
percentage of your investment from shares of Select Investors to shares of Cash
Reserve. The percentage of your investment that will be reallocated is based on
the number of years over which you want the reallocation to occur. Call
Twentieth Century for additional information about this service.

HOW TO TRANSFER YOUR SHARES
TO ANOTHER PERSON

You may transfer ownership of your shares to another person or organization
by written instructions to Twentieth Century, SIGNED BY ALL OWNERS AND WITH
SIGNATURES GUARANTEED AS DESCRIBED UNDER "SIGNATURE GUARANTEE," PAGE 24. IF THE
SHARES ARE REPRESENTED BY A NEGOTIABLE STOCK CERTIFICATE, THE CERTIFICATE MUST
BE RETURNED WITH YOUR TRANSFER INSTRUCTIONS.

REPORTS TO SHAREHOLDERS

At the end of each quarter, Twentieth Century will send you a consolidated
statement that summarizes all of your Twentieth Century holdings. At the same
time, you will also receive an individual statement for each Twentieth Century
fund you own with complete year-to-date information on activity in your account.
you may at any time also request a statement of your account activity be sent to
you.
With the exception of the automatic transactions noted below, each time you
invest, redeem, transfer or exchange shares, Twentieth Century will send you a
confirmation of the transaction. Automatic investment purchases and 403(b)
purchases (other than transfers), exchanges made in an automatic exchange
program, purchases made by direct deposit and transfers made in a
Transfer-A-Month program, will be confirmed on your next consolidated quarterly
statement. Please carefully review all information in your confirmation or
consolidated statement relating to transactions to ensure that your instructions
have been acted on properly. Please notify Twentieth Century in writing if there
is an error. If you fail to provide notification of an error with reasonable
promptness, i.e., within 30 days of non-automatic transactions (or within 30
days of the date of your consolidated quarterly statement, in the case of
automatic transactions noted above), we will deem you to have ratified the
transaction.
No later than January 31 of each year, Twentieth Century will send you the
following reports, which you may use in completing your U.S. income tax return:
Form 1099-DIV Reports taxable distributions during the preceding year.
(If you did not receive taxable distributions in the
previous year, you will not receive a 1099-DIV.)
Form 1099-B Reports proceeds paid on redemptions during the preceding
year.
Form 1099-R Reports distributions from IRAs and 403(b) plans during the
preceding year.
At such time as prescribed by law, Twentieth Century will send you a Form
5498, which reports contributions to your IRA for the previous calendar year.
In December of each year, Twentieth

<PAGE>

Century will send you an annual report that includes audited financial
statements for the fiscal year ending the preceding October 31 and a list of
securities in its portfolios on that date. In June of each year, Twentieth
Century will send you a semiannual report that includes unaudited financial
statements for the six months ending the preceding April 30, as well as a list
of securities in its portfolios on that date. Twentieth Century does not publish
interim lists of portfolio securities.
Twentieth Century usually prepares and mails to the address of record a new
prospectus dated March 1 of each year.
Each year that an annual meeting is held you will receive a notice of the
annual meeting of shareholders (and of special meetings, if any) and a proxy
statement.
BECAUSE TWENTIETH CENTURY NEEDS YOUR VOTE TO CONDUCT ITS ANNUAL MEETING OF
SHAREHOLDERS, YOU ARE URGED TO RETURN PROXIES PROMPTLY.
IT IS IMPORTANT THAT YOU NOTIFY TWENTIETH CENTURY
PROMPTLY OF ANY CHANGE OF ADDRESS. (See "How to Change Your
Address of Record," page 27.)

<PAGE>

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------
SHARE PRICE

WHEN SHARE PRICE IS DETERMINED
The price of your shares is their net asset value next determined after
receipt of your instruction to purchase, convert or redeem. Net asset value is
determined by calculating the total value of a fund's assets, deducting total
liabilities and dividing the result by the number of shares outstanding. Net
asset value is determined on each day that the New York Stock Exchange is open.
Investments and requests to redeem shares will receive the share price next
determined after receipt by Twentieth Century of the investment or redemption
request. For example, investments and requests to redeem shares received by
Twentieth Century before the close of business on the New York Stock Exchange
are effective on, and will receive the price determined, that day as of the
close of the Exchange. Redemption 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 your check or wired funds are
received by Twentieth Century. Wired funds are considered received on the day
they are deposited in Twentieth Century's bank account if they are deposited
before the close of business on the Exchange, usually 3 p.m.
Central time.
Investments by telephone pursuant to your prior authorization to Twentieth
Century to draw on your bank account are considered received at the time of your
telephone call.
Investment and transaction instructions received by Twentieth Century on
any business day by mail at its office prior to the close of business on the
Exchange, usually 3 p.m. Central time, will receive that day's price.
Investments and instructions received after that time will receive the price
determined on the next business day.

HOW SHARE PRICE IS DETERMINED

<PAGE>

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
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 a 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 a 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 values of Twentieth Century's funds are published in leading
newspapers daily. The yield of Cash Reserve is published weekly in leading
financial publications and daily in many local newspapers. The net asset values,
as well as yield information on all of Twentieth Century's fixed income funds,
may be obtained by calling Twentieth Century. (See "Telephone Services," page
26.)

DISTRIBUTIONS

At the close of each day, including Saturdays, Sundays and holidays, net
income of the fixed income funds is determined and declared as a distribution.
The distribution will be paid monthly on the last Friday of each month.
You will begin to participate in the distributions the day after your
purchase is effective. (See "When Share Price is Determined," page 30.) If you
redeem shares, you will receive the distribution declared for the day of the
redemption. If all shares are redeemed (other than by CheckWriting), the
distribution on the redeemed shares will be included with your redemption
proceeds.
Distributions from net realized securities gains, if any, generally are
declared and paid once a year, but the funds may make distributions on a more
frequent basis to comply with the distribution requirements of the Code, in all
events in a manner consistent with the provisions of the Investment Company Act.
Distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 and distributions on shares purchased within the
last 15 days, however, will not be paid in cash and will be reinvested. You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b) plans paid in cash only if you are 59 1/2 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.

TAXES

Twentieth Century 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 taxes.
Distributions of net investment income and net short-term capital gains are
taxable to you as ordinary income, except as described below. The dividends from
net income of the fixed income funds do not qualify for the 70%
dividends received deduction for corporations since they are derived from
interest income. Dividends representing income derived from tax-exempt bonds
generally retain the bonds' tax-exempt character in a shareholder's hands.
Distributions which represent short-term capital gains on the tax-exempt bond
funds are taxable as ordinary

<PAGE>

income. Distributions from net long-term capital gains are taxable, even on the
tax-exempt bond funds, as long-term capital gains regardless of the length of
time the shares on which such distributions are paid have been held by the
shareholder. 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.
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) remains the same. 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, Twentieth Century will
send you a Form 1099-DIV notifying you of the status of your distributions for
federal income tax purposes. The tax-exempt funds anticipate that substantially
all of the dividends to be paid by the funds will be exempt from federal income
taxes to an individual unless, due to that person's own tax situation, he or she
is subject to the alternative minimum tax. In that case, it is likely that a
portion of the dividends will be taxable to that shareholder, while remaining
tax-exempt in the hands of most other shareholders. The funds will advise
shareholders of the percentage, if any, of the dividends not exempt from federal
income tax, and the percentage, if any, subject to the individual alternative
minimum tax should a shareholder be subject to it.
Distributions 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, Twentieth Century 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 TWENTIETH CENTURY THAT
OMIT YOUR SOCIAL SECURITY NUMBER OR TAX IDENTIFICATION NUMBER WILL SUBJECT
TWENTIETH CENTURY 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. (See "Tax Identification Number," page 20.)
Redemption of shares of a fund 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.

<PAGE>

MANAGEMENT

INVESTMENT MANAGEMENT
Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of Twentieth Century. Acting
pursuant to an investment management agreement entered into with Twentieth
Century, Investors Research Corporation ("Investors Research") serves as the
investment manager of Twentieth Century. Its principal place of business is
Twentieth Century Tower, 4500 Main Street, Kansas City, Missouri, 64111.
Investors Research has been providing investment advisory services to investment
companies and institutional clients since 1958.
Investors Research supervises and manages the investment portfolio of
Twentieth Century 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
funds. The team meets regularly to review portfolio holdings and to discuss
purchase and sale activity. The team adjusts holdings in the funds' portfolios
and the funds' asset mix as it deems appropriate in pursuit of the funds'
investment objectives. Individual portfolio manager members of the team may also
adjust portfolio holdings of the funds or of sectors of the funds as necessary
between team meetings.

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 adviser to
the Benham Group of Mutual Funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC will be providing investment management services to
Twentieth Century funds, while certain Twentieth Century employees will be
providing investment management services to Benham funds.

The portfolio manager members of the teams managing the funds described in
this prospectus and their work experience for the last five years are as
follows:
ROBERT C. PUFF JR., Executive Vice President and Chief Investment Officer,
joined Twentieth Century in 1983. In his position as Chief Investment Officer,
Mr. Puff oversees the investment activities of all of the teams that manage
Twentieth Century funds.
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 Limited-Term Bond, Intermediate-Term Bond, Long-Term Bond and the
fixed income portion of Balanced Investors.

G. DAVID MACEWEN joined Benham in 1991 as a Senior Municipal Portfolio
Manager, and currently maintains principal management responsibility for six
Benham funds. Mr. MacEwen is a member of the team that manages Tax-Exempt
Long-Term. Prior to joining Benham, Mr. MacEwen was Vice President and Municipal
Portfolio Manager with Provident Institutional Management Corporation,
Wilmington, Delaware.
JOEL SILVA joined Benham in 1989, serving first as a customer service
representative, then moving to a position as a municipal bond trader. As a
Municipal Portfolio Manager, Mr. Silva is responsible for the management of two
Benham funds. He is a member of the team that manages Tax-Exempt Short-Term and
Tax-Exempt Intermediate-Term.
DAVID SCHROEDER, Vice President and Portfolio Manager for BMC, joined BMC
in July 1990. Mr. Schroeder has primary responsibility for the day-to-day
operations of the Benham Treasury Note, Benham Short-Term, and Benham Long-Term
Funds. He also manages Benham Target Maturities Trust.

ROBERT V. GAHAGAN, Vice President and Portfolio Manager, has worked for
Twentieth

<PAGE>

Century since May 1983. He became a Portfolio Manager in December 1991.
Prior to that he served as Assistant Portfolio Manager. He is a member of the
team that manages Cash Reserve and U.S. Governments Short-Term.

AMY O'DONNELL joined Benham in 1988, becoming a member of its portfolio
department in 1988. In 1992 she assumed her current position as a portfolio
manager of three Benham funds. She is a member of the team that manages Cash
Reserve.

The activities of Investors Research are subject only to directions of
Twentieth Century's board of directors. Investors Research pays all the expenses
of Twentieth Century except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the services provided to Twentieth Century, Investors Research receives
an annual fee at the following rates:
* .60 of 1% of the average net assets of
Tax-Exempt Short-Term, Tax-Exempt Intermediate-Term and
Tax-Exempt Long-Term;
* .70 of 1% of the average net assets of Limited-Term
Bond, Cash Reserve and U.S. Governments Short-Term;
* .75 of 1% of the average net assets of
Intermediate-Term Bond and U.S. Governments
Intermediate-Term; and
* .80 of 1% of the average net assets of Long-Term Bond.
On the first business day of each month, each fund pays a management fee to
the manager for the previous month at the specified rate. The fee for the
previous month is calculated by multiplying the applicable fee for such fund by
the aggregate average daily closing value of each fund's net assets during the
previous month 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).

CODE OF ETHICS

Twentieth Century and Investors Research have adopted a Code of Ethics,
which restricts personal 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 funds' 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, administrative services and dividend paying agent for
Twentieth Century. It provides facilities, equipment and personnel to Twentieth
Century and is paid for such services by Investors Research.

Certain recordkeeping and administrative services that would otherwise be
performed by Twentieth Century Services, Inc., may be performed by an insurance
company or other entity providing similar services for various retirement plans
using shares of Twentieth Century as a funding medium, by broker-dealers for
their customers investing in shares of Twentieth Century or by sponsors of multi
mutual fund no- or low-transaction fee programs. Investors Research may enter
into contracts to pay them for such recordkeeping and administrative services
out of its unified management fee.

From time to time, special services may be offered to shareholders who
maintain higher

<PAGE>

share balances in the 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
board of Twentieth Century Investors, Inc., controls Twentieth Century
Companies by virtue of his ownership of a majority of its
common stock.

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.
Twentieth Century is a diversified, open-end management investment company
whose shares are presently held by more than 1.5 million shareholders. Its
business and affairs are managed by its officers under the direction of its
board of directors.
The principal office of Twentieth Century is Twentieth Century Tower, 4500
Main Street, P.O. Box 419200, Kansas City, Missouri 64141-6200. All inquiries
may be made by mail to that address, or by phone to 1-800-345-2021. (For local
Kansas City area or international callers: 816-531-5575.)
Twentieth Century issues 16 series of $.01 par value shares. The assets
belonging to each series of shares are held separately by the custodian, and in
effect each series is a separate fund.
Each share, irrespective of series, is entitled to one vote for each dollar
of net asset value applicable to such share on all questions, except those
matters which must be voted on separately by the series of shares affected.
Matters affecting only one series are voted upon only by that series.
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
Twentieth Century 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 Twentieth Century's by-laws, the
holders of shares representing at least 10% of the votes entitled to be cast may
request Twentieth Century to hold a special meeting of shareholders. Twentieth
Century will assist in the communication with other shareholders.
TWENTIETH CENTURY RESERVES THE RIGHT TO CHANGE ANY OF ITS 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.

<PAGE>

TWENTIETH CENTURY
INVESTORS, INC.

FIXED INCOME
FUNDS PROSPECTUS
MARCH 1, 1996

[company logo]
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SH-BKT-4300
9603

<PAGE>
TWENTIETH CENTURY
INVESTORS, INC.
GIFTRUST INVESTORS PROSPECTUS

MARCH 1, 1996

[stylized "Giftrust" in scrpt across bottom center of page]

<PAGE>

TWENTIETH CENTURY INVESTORS, INC.
GIFTRUST
INVESTORS
PROSPECTUS
MARCH 1, 1996
- --------------------------------------------------------------------------------

Giftrust Investors seeks capital growth. It pursues its investment objective
by investing primarily in common stocks that are considered by management to
have better-than-average prospects for appreciation. There is no assurance that
the fund will achieve its investment objective.
Giftrust Investors is a unique way to give a gift to a child, grandchild or
other individual. You may not invest in the fund. Rather, your gift, which is
irrevocable, will be invested in the fund by the Giftrust Trustee in accordance
with a trust established under a "Giftrust Agreement." The minimum initial gift
requirement for Giftrust Investors is $500.
This prospectus gives you information about Giftrust Investors 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 March 1, 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 Investors, Inc.
4500 Main Street * P.O. Box 419200
Kansas City, MO 64141-6200
1-800-345-2021
Local and international calls:
816-531-5575
Telecommunications device for the deaf:
1-800-634-4113
In Missouri:
816-753-1865
- --------------------------------------------------------------------------------
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

A Unique Gift ........................ 6
Information About Investment
Policies of the Fund ............... 6
Investment Approach .................. 6
Other Investment Practices ........... 7
Foreign Securities ................... 7
Forward Currency
Exchange Contracts ................. 7
Portfolio Turnover ................... 9
Repurchase Agreements ................ 9
Derivative Securities ................ 9
Portfolio Lending .................... 10
When-Issued Securities ............... 11
Rule 144A Securities ................. 11
Short Sales .......................... 12
Performance Advertising .............. 12

How to Establish a Giftrust Account

Twentieth Century Family of Funds .... 13
Purchase of Fund Shares .............. 13
By Mail .............................. 13
By Telephone ......................... 13
By Wire .............................. 13
Automatic Investments ................ 14
Additional Information
About Gifts ........................ 14
Special Shareholder Services ......... 14
Exchanges of Fund Shares ............. 15
How to Redeem Shares ................. 15
By Telephone ......................... 15
By Mail .............................. 15
By Check-A-Month ..................... 16
Signature Guarantee .................. 16
Redemption Proceeds .................. 16
By Mail .............................. 16
By Wire and Electronic
Funds Transfer ..................... 17
Additional Information
About Redemptions .................... 17
Telephone Services ................... 17
Investors Line ....................... 17
Automated Information Line ........... 18
How to Change the
Address of Record .................... 18
Reports to Shareholders .............. 18

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price .......................... 20
When Share Price Is Determined ....... 20
How Share Price Is Determined ........ 20
Where to Find Information
About Share Price .................... 21
Distributions ........................ 21
Taxes ................................ 22
Management ........................... 24
Investment Management ................ 24
Code of Ethics ....................... 25
Transfer and
Administrative Services ............ 25
Further Information
About Twentieth Century ............ 26

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

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

<PAGE>

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES (1)
Maximum Sales Load Imposed on Purchases none
Maximum Sales Load Imposed on Reinvested Dividends none
Deferred Sales Load none
Redemption Fee (2) none
Exchange Fee none

ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets):
Management Fees 1.00%
12b-1 Fees none
Other Expenses (3) 0.00%
Total Fund Operating Expenses 1.00%

EXAMPLE
A $1,000 investment in Giftrust Investors would bear the expenses set forth to
the right, assuming (1) a 5% annual return and (2) redemption at the end of each
time period. It should be noted that, in most instances, a gift made in the fund
must be made in trust for a minimum term of ten years.

1 year $ 10
3 years 32
5 years 55
10 years 122

The purpose of the table is to help you understand the various costs and
expenses that an investment in the fund will bear directly or indirectly. 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.L RETURNS

(1) A $100 administrative fee will be charged against each Giftrust account
established after March 1, 1996 to help cover the costs incurred as a
result of the Giftrust reaching maturity. (See "Information About
Investment Policies of the Fund," page 6.)

(2) Redemption proceeds sent by wire are subject to a $10 processing fee.

(3) Other expenses, the fees and expenses 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. Also, a $10
fee will be charged against each Giftrust account for which an annual tax
return is filed. (See "Taxes," page 22.)

<PAGE>

FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
- --------------------------------------------------------------------------------
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 into the statement of additional information. The
annual report contains additional performance information and will be made
available upon request and without charge.

INCOME FROM INVESTMENT OPERATIONS DISTRIBUTIONS
---------------------------------------------------- -----------------------------------------
Net Realized
and Unrealized
Gains Distributions Distributions
(Losses) on from Net in Excess of
Net Asset Net Investments Total Distributions Realized Net Realized
Value, Investment and Foreign from from Net Gains on Gains on
Beginning Income Currency Investment Investment Investment Investment
of Period (Loss) Transactions Operations Income Transactions Transactions

Giftrust Investors Year Ended Oct. 31,
<S> <C> <C> <C> <C> <C> <C> <C>

1986 $ 5.75 $(.03) $ 2.65 $ 2.62 - $ (.179) -
1987 8.19 (.04) (.23) (.27) - (1.250) -
1988 6.67 (.01) 1.04 1.03 - (.856) -
1989 6.84 (.04) 3.35 3.31 - (.206) -
1990 9.94 (.05) (1.72) (1.77) - (.924) -
1991 7.25 (.06) 5.77 5.71 - (.025) -
1992 12.94 (.08) 1.41 1.33 - (.697) -
1993 13.57 (.09) 7.18 7.09 - (1.425) $(.007)
1994 19.23 (.10) 3.28 3.18 - (1.911) -
1995 20.50 (.16) (1) 6.37 6.21 - (1.085) -
(table continues on next page)

(1) Computed using net investment income and average shares outstanding for the period.

<PAGE>
(table contineued from previous page)

RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------
Ratio of Net Net
Ratio of Investing Assets
Net Asset Operating Income End of Average
Value, Expenses (Loss) to Portfolio Period commission
Total End of Total to Average Average Turnover (in paid per
Distributions Period Return Net Assets Net Assets Rate thousands) share traded

Giftrust Investors Year Ended Oct. 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1986$ (.179) $ 8.19 46.67% 1.01% (.4%) 123% $ 7,127 -
1987 (1.250) 6.67 (4.00%) 1.00% (.5%) 130% 9,560 -
1988 (.856) 6.84 16.28% 1.00% (.1%) 157% 13,167 -
1989 (.206) 9.94 49.81% 1.00% (.5%) 160% 22,541 -
1990 (.924) 7.25 (19.77%) 1.00% (.6%) 137% 25,296 -
1991 (.025) 12.94 79.04% 1.00% (.6%) 143% 54,963 -
1992 (.697) 13.57 10.32% 1.00% (.7%) 134% 77,518 -
1993 (1.432) 19.23 55.84% 1.00% (.7%) 143% 153,997 -
1994 (1.911) 20.50 18.75% 1.00% (.7%) 115% 265,601 -
1995 (1.085) 25.63 32.52% .98% (.7%) 105% 561,112 $.026

</TABLE>

<PAGE>

INFORMATION REGARDING THE FUND
- --------------------------------------------------------------------------------
A UNIQUE GIFT

A Giftrust is a unique way to give a gift to a child or any individual. You
cannot establish or make investments in a Giftrust for yourself or your spouse,
nor can a Giftrust be established that designates anyone other than an
individual (such as a corporation, partnership or other profit or nonprofit
organization) as a beneficiary. The minimum initial gift in Giftrust is $500.
The shares in a Giftrust are held in trust by an independent trustee until
the maturity date you specify. The duration of the trust may be as long as you
wish, but must be at least 10 years from the time you make the first gift
in the Giftrust or until the recipient reaches the age of majority, whichever is
later. The recipient will then receive the shares in the account. The Giftrust
is irrevocable. Before the maturity date you specify, neither you nor the
beneficiary may amend the terms of the trust in any way. Additional investments
may be made in amounts of $50 or more at any time without affecting the maturity
date.
After the maturity of the Giftrust, the beneficiary may continue to own the
Giftrust shares but, except for reinvestment of distributions, may not make
additional Giftrust investments.
Each Giftrust account for which a tax return is filed will be charged a $10
fee to help offset a portion of the cost of preparing such return. (See
"Taxes," page 22.) Additionally, each maturing Giftrust account established
after March 1, 1996 will be charged a $100 administrative fee to help cover the
costs incurred by the Trustee as a result of the Giftrust reaching maturity.
The tax laws applicable to trusts in general are quite complex. You should
consider consulting your tax adviser or attorney before opening a Giftrust
account. (For information on Giftrusts and taxes, see "Taxes," page 22.)

INFORMATION ABOUT
INVESTMENT POLICIES
OF THE FUND

Twentieth Century has adopted certain investment restrictions applicable to
the fund that are set forth in the statement of additional information. Those
restrictions, as well as the investment objective of the fund identified on page
1 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
Giftrust Investors seeks capital growth by investing in securities,
primarily common stocks, that meet certain fundamental and technical standards
of selection and have, in the

<PAGE>

opinion of Twentieth Century's management, better-than-average potential for
appreciation. So long as a sufficient number of such securities are available,
the fund intends to stay fully invested in these securities regardless of the
movement of stock prices generally. In most circumstances, the fund's actual
level of cash and cash equivalents will fluctuate between 0% and 10% of total
assets with 90% to 100% of its assets committed to equity and equity equivalent
investments. The fund may purchase securities only of companies that have a
record of at least three years continuous operation.

The size of a fund and of its portfolio companies tends to give a fund 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 portfolio 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 portfolio company can cause a rapid decline
in the value of the shares of a smaller company. Hence, it could be expected
that Giftrust Investors will be relatively more volatile than other Twentieth
Century growth funds since it tends to invest in smaller companies.

OTHER INVESTMENT
PRACTICES

For additional information, see "Investment Restrictions Applicable to All
Series of Shares" 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

<PAGE>

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 dollar, as well as by changes in the market
values of the securities themselves. The performance of foreign currencies
relative to the dollar may be a factor in the overall performance of the fund.
To protect against adverse movements in exchange 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 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
8

<PAGE>

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 pages 4 and 5 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 management 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 a 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,

<PAGE>

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 fund 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:
* the risk that the underlying security, interest rate, market index or
other financial asset will not move in the direction the portfolio
manager anticipates;
* the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the
exchange, either of which may make it difficult or impossible to close
out a position when desired;
* the risk that adverse price movements in an instrument can result in a
loss substantially greater than a fund's initial investment; and
* the risk that the counterparty will fail to perform its obligations.
The board of directors has approved the 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

<PAGE>

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 Twentieth Century'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 Twentieth
Century'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 Twentieth Century 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.

<PAGE>

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, Twentieth Century 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, Twentieth Century may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return.
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.
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 to other funds in the
Twentieth Century family. It may also be combined or blended with other funds in
the Twentieth Century family, and that combined or blended performance may be
compared to the same indices to which the fund may be compared.
All performance information advertised by the fund is historical in nature
and is not intended to represent or guarantee future results.

<PAGE>

HOW TO ESTABLISH A GIFTRUST ACCOUNT

- --------------------------------------------------------------------------------
TWENTIETH CENTURY
FAMILY OF FUNDS

In addition to the fund offered by this prospectus, the Twentieth Century
family of funds also includes additional funds offered by Twentieth Century
Investors, Inc., Twentieth Century World Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc. and Twentieth
Century Strategic Asset Allocations, Inc. Please call the Investors Line for a
prospectus and additional information about the other funds in the Twentieth
Century family of funds.
The Twentieth Century family of mutual funds now also includes the funds
offered by The Benham Group as a result of the acquisition of Benham Management
Corporation, investment manager of The Benham Group, by Twentieth Century
Companies, Inc. You may wish to consider the funds of The Benham Group for your
investment needs. For a prospectus and more information about these funds,
please call 1-800-331-8331.

PURCHASE OF FUND SHARES

The minimum initial gift to a Giftrust account is $500. SUBSEQUENT GIFTS TO
PURCHASE ADDITIONAL SHARES MUST BE IN AN AMOUNT OF $50 OR MORE.
Once a Giftrust has matured, no future investments (other than
reinvestments of distributions) may be made. You may make gifts in the following
ways:

BY MAIL

Send your completed Giftrust application and check or money order to
Twentieth Century. Checks must be payable in U.S. dollars.
ADDITIONAL GIFTS. When making additional gifts by mail, please enclose your
check with the return remittance portion of the confirmation of your previous
gift, if available. If the remittance slip is not available, indicate on your
check or a separate piece of paper your name, address and account number.
Orders to purchase shares are effective on the day Twentieth Century
receives the purchase check or money order. (See "When Share Price is
Determined," page 20.)

BY TELEPHONE

Once the Giftrust account is open, additional gifts may be made by
telephone. Please call Twentieth Century for further details.

BY WIRE

You may make subsequent gifts in Giftrust Investors by wiring funds. To do
so:

(1) Instruct your bank to wire funds to the Boatmen's First National Bank of
Kansas City, Missouri, ABA routing number 101000035.

(2) BE SURE TO SPECIFY ON THE WIRE:
(A) TWENTIETH CENTURY INVESTORS, INC.
(B) THE ACCOUNT NUMBER.
(C) YOUR NAME.
(D) YOUR CITY AND STATE.
13

<PAGE>

Wired funds are considered received on the day they are deposited in
Twentieth Century's account if they are deposited before the close of business
on the New York Stock Exchange, usually 3 p.m. Central time. (See "When Share
Price Is Determined," page 20.)

AUTOMATIC INVESTMENTS

Once a Giftrust account is open, you may make additional gifts to the
Giftrust account automatically by authorizing Twentieth Century to draw on your
bank account. SUCH ADDITIONAL GIFTS MUST BE IN AMOUNTS OF NOT LESS THAN $50. You
should inquire at your bank whether it will honor a preauthorized electronic
draft. Contact Twentieth Century if your bank cannot accept electronic drafts or
if it requires additional documentation.

You may change the date or amount of your automatic gift anytime by letter
or telephone call to Twentieth Century at least five business days before the
change is to become effective.

ADDITIONAL INFORMATION
ABOUT GIFTS

Twentieth Century cannot accept gifts to a Giftrust account specifying a
certain price, date or number of shares and will return these requests.
Once you have mailed or otherwise transmitted your gift instruction to
Twentieth Century, it may not be modified or cancelled.
The fund reserves the right to suspend the offering of shares for a period
of time, and the fund reserves the right to reject any specific gift
instruction. Additionally, gift instructions and requests may be refused if, in
the opinion of the manager, they are of a size that would disrupt the management
of the fund.

SPECIAL SHAREHOLDER
SERVICES

As the grantor of a Giftrust, you may establish one or more special
services designed to provide an easy way to do business with Twentieth Century.
By electing these services on your application or by completing the appropriate
forms, you may authorize:

* Investments by phone
* Automatic investments

Once a Giftrust matures, the beneficiary may authorize:
* Exchanges or redemptions by phone
* Redemptions in writing without a signature guarantee

With regard to the service which enables the beneficiary of a matured
Giftrust to exchange and redeem by phone or in writing, and with respect to
redemptions, without a signature guarantee, Twentieth Century, its transfer
agent and investment adviser will not be responsible for any loss for
instructions that they reasonably believe are genuine. Twentieth Century intends
to employ reasonable procedures to confirm that instructions received by
Twentieth Century in fact are genuine. Such procedures will include requiring
personal information to verify the identity of callers, providing written
confirmations of telephone transactions, and recording

<PAGE>

telephone calls. If Twentieth Century does not employ reasonable procedures to
confirm the genuineness of instructions, then Twentieth Century may be liable
for losses due to unauthorized or fraudulent instructions.

EXCHANGES OF
FUND SHARES

The beneficiary of a matured Giftrust may exchange his/her shares for
shares of any of the other funds in the Twentieth Century family of funds,
subject to any applicable minimum initial investment requirements of the funds
into which the beneficiary wishes to exchange. Please call the Investors Line
for a prospectus and additional information about the other funds in the
Twentieth Century family of funds.
Except as noted below, exchanges from a matured Giftrust account are
limited to six times in any one calendar year. In addition, the shares being
exchanged and the shares of each fund being acquired must have a current value
of at least $100 and otherwise meet the minimum investment requirement, if any,
of the fund being acquired.
No exchanges out of a Giftrust account may be made prior to the maturity of
the Giftrust account.
Exchanges may be requested by phone (if such service has been authorized)
or by mail. Once an exchange request is telephoned or mailed, it is irrevocable
and may not be modified or cancelled.

HOW TO REDEEM SHARES

Twentieth Century will buy back ("redeem") shares of a matured Giftrust at
any time at the net asset value next determined after receipt of a redemption
request from the beneficiary in good order. Prior to the maturity of a Giftrust,
redemptions are allowed only by the Trustee of the Giftrust, who is authorized
by the Giftrust Agreement to make redemptions for the purpose of paying
applicable fees, expenses and taxes of the Giftrust account.

BY TELEPHONE

The beneficiary of a matured Giftrust may redeem shares by telephone if
that service has been authorized by the beneficiary. ONCE MADE, A TELEPHONE
REQUEST MAY NOT BE MODIFIED OR CANCELLED.
All calls received before the close of the New York Stock Exchange, usually
3 p.m. Central time, will receive that day's closing price.
(Before calling, read "Additional Information About Redemptions," page 17.)

BY MAIL

The written instructions of a matured Giftrust beneficiary to redeem shares
may be in any one of the following forms:
* A redemption form, available from Twentieth Century.
* A letter to Twentieth Century.
ONCE MAILED TO TWENTIETH CENTURY, THE REDEMPTION REQUEST IS IRREVOCABLE AND
MAY NOT BE MODIFIED OR CANCELLED.

<PAGE>

If the beneficiary has authorized redemptions without signature guarantees,
no signature guarantee is required. If this special service has not been
elected, signatures must be guaranteed. (See "Signature Guarantee," on this
page.)
The signature should be exactly as the name appears in the registration. If
the matured Giftrust's beneficiary's name appears in the registration as Mary
Elizabeth Jones, she should sign that way and not as Mary E. Jones.
(Before writing, see "Additional Information About Redemptions," page 17.)

BY CHECK-A-MONTH

Twentieth Century's Check-A-Month plan automatically redeems enough shares
each month to provide the beneficiary of a matured Giftrust with a check for a
minimum of $25. Call Twentieth Century for more information about this service.

SIGNATURE GUARANTEE

When a signature guarantee is required, a signature must be guaranteed by a
domestic bank or trust company, credit union, broker, dealer, national
securities exchange, registered securities association, clearing agency or
savings association as defined by federal law. The institution providing the
guarantee must use a signature guarantee ink stamp or medallion which states
"Signature(s) Guaranteed" and be signed in the name of the guarantor by an
authorized person with that person's title and the date. Twentieth Century may
reject a signature guarantee if the guarantor is not a member of or participant
in a signature guarantee program.
Shareholders living abroad may acknowledge their signatures before a U.S.
consular officer. Military personnel in foreign countries may acknowledge their
signatures before officers authorized to take acknowledgements (e.g., legal
officers and adjutants).
Twentieth Century may waive the signature guarantee on a redemption of
$25,000 or less if it is able to verify the signature of the beneficiary from
its account records. Twentieth Century reserves the right to amend or
discontinue this waiver policy at any time and, with regard to a particular
redemption transaction, to require a signature guarantee at its discretion.

REDEMPTION PROCEEDS

Redemption proceeds may be sent to the beneficiary of a mature Giftrust:

BY MAIL

If a redemption check is mailed, it is usually mailed on the second
business day after receipt of a redemption request, but not later than seven
days afterwards.
Except as noted below, all checks will be made payable to the registered
owner of the shares and will be mailed only to the address of record.
In certain instances a redemption check can be made payable to someone
other than the registered owner of the shares and/or mailed to an address other
than the address of record. For information about this special service, please
call Twentieth Century. (See "Telephone Services," page 17.)

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BY WIRE AND ELECTRONIC
FUNDS TRANSFER

The beneficiary of a matured Giftrust may authorize Twentieth Century to
transmit redemption proceeds by wire or electronic funds transfer. These
services will be effective 30 days after Twentieth Century receives the
authorization.
Proceeds from the redemption of shares will normally be transmitted on the
first business day, but not later than the seventh day, following the date of
redemption.
The destination bank usually will receive wired funds the day they are
transmitted or the next day. Electronically transferred funds will ordinarily be
received within one to seven days after transmission. Once the funds are
transmitted, the time of receipt and the availability of the funds are not
within Twentieth Century's control. Wired funds are subject to a charge of $10
to cover bank wire charges, which is deducted from redemption proceeds.

ADDITIONAL INFORMATION
ABOUT REDEMPTIONS

If the beneficiary of a matured Giftrust experiences difficulty in making a
telephone redemption during periods of drastic economic or market changes, the
redemption request may be made by regular or express mail. It will be
implemented at the net asset value next determined after the request has been
received by Twentieth Century in good order.
Twentieth Century reserves the right to revise or terminate the telephone
redemption privilege at any time.
REDEMPTIONS SPECIFYING A CERTAIN DATE OR PRICE CANNOT BE ACCEPTED AND WILL
BE RETURNED.
ALL REDEMPTIONS ARE MADE AND THE PRICE IS DETERMINED ON THE DAY WHEN ALL
DOCUMENTATION, PROPERLY COMPLETED, IS RECEIVED BY TWENTIETH CENTURY. (See "When
Share Price Is Determined," page 20.)
Until a Giftrust matures, only the Trustee, as the legal owner of the
shares, may redeem them. The ability of the beneficiary to compel the Trustee to
redeem the shares is subject to the terms of the Giftrust.

TELEPHONE SERVICES

INVESTORS LINE

The grantor of a Giftrust or the beneficiary of the Giftrust, if of legal
age (or if not of legal age, the beneficiary's parents) may reach an Investor
Services Representative by calling our Investors Line at 1-800-345-2021. On our
Investors Line one may request information about our funds and a current
prospectus, speak with an Investor Services Representative about his/her
account, or get answers to any questions about the funds and the services we
offer.
UNUSUAL STOCK MARKET CONDITIONS HAVE IN THE PAST RESULTED IN AN INCREASE IN
THE NUMBER OF SHAREHOLDER TELEPHONE CALLS. THOSE WHO EXPERIENCE DIFFICULTY IN
REACHING TWENTIETH CENTURY ON THE INVESTORS LINE DURING SUCH PERIODS SHOULD
CONSIDER SENDING TRANSACTION INSTRUCTIONS BY MAIL, EXPRESS MAIL OR COURIER
SERVICE, OR USING OUR AUTOMATED INFORMATION LINE, IF THE CALLER HAS REQUESTED

<PAGE>

AND RECEIVED AN ACCESS CODE AND IS NOT ATTEMPTING TO REDEEM SHARES.

AUTOMATED
INFORMATION LINE

In addition to reaching us on our Investors Line, we can also be reached by
telephone on our Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765. By calling the Automated Information Line, you may listen to
fund prices, yields and total return figures. The beneficiary of a matured
Giftrust may also obtain an access code that will allow him/her to use the
automated Information Line to make exchange transactions and obtain
information about share balance, account value and the most recent transaction.
REDEMPTION TRANSACTIONS CANNOT BE MADE ON THE AUTOMATED INFORMATION LINE. Please
call our Investors Line at 1-800-345-2021 for more information on how to obtain
an access code for our Automated Information Line.

HOW TO CHANGE THE
ADDRESS OF RECORD

The grantor of a Giftrust or the beneficiary of the Giftrust, if of legal
age (or if not of legal age, the beneficiary's parents) may notify Twentieth
Century of changes in the address of record for the Giftrust account either by
writing us or calling our Investors Line. Because the address of record impacts
every piece of information we send to you, you are urged to notify us promptly
of any change of address. TO PROTECT THE BENEFICIARY OF A MATURED GIFTRUST AND
TWENTIETH CENTURY, ALL REQUESTS TO REDEEM SHARES HAVING A VALUE OF $25,000 OR
MORE MADE WITHIN 30 DAYS OF OUR RECEIPT OF AN ADDRESS CHANGE (INCLUDING REQUESTS
TO REDEEM THAT ACCOMPANY AN ADDRESS CHANGE), WHICH ARE TO BE PAID BY CHECK, MUST
BE MADE IN WRITING, SIGNED BY EACH PERSON IN WHOSE NAME THE SHARES ARE OWNED,
AND ALL SIGNATURES MUST BE GUARANTEED. (See "Signature Guarantee," page 16.)

REPORTS TO SHAREHOLDERS

At the end of each quarter, Twentieth Century will send to the address of
record for the Giftrust a statement with the complete year-to-date information
on activity in the account. The grantor, or the beneficiary, if of legal age (or
if not of legal age, the beneficiary's parents) may at any time also request a
statement of account activity to be sent to them.
With the exception of the automatic transactions noted below, each time an
investment, redemption or exchange of shares is made, Twentieth Century will
send to the address of record for the Giftrust a confirmation of the
transaction. Automatic investment purchases and exchanges made in an automatic
exchange program will be confirmed on the next quarterly statement. Please
carefully review all information in the confirmation or consolidated statement
relating to transactions to ensure that instructions have been acted on
properly. Please notify Twentieth Century in writing if there is an error. If
you fail to provide notification of an error with reasonable

<PAGE>

promptness (i.e., within 30 days of non-automatic transactions or within 30 days
of the date of the quarterly statement, in the case of the automatic
transactions noted above) we will deem the transaction to be ratified.
No later than January 31 of each year, Twentieth Century will send to the
address of record for the Giftrust account, when applicable, the following
reports, which may be used in completing U.S. income tax returns:

FORM 1099-DIV

Reports taxable distributions during the preceding year. (If the
beneficiary does not receive taxable distributions in the previous year, he or
she will not receive a 1099-DIV.)

FORM 1099-B

Reports proceeds paid on redemptions during the preceding year.

In December of each year, Twentieth Century will send to the address of
record for the Giftrust account an annual report that includes audited financial
statements for the fiscal year ending the preceding October 31 and a list of
securities in the Giftrust Investors portfolio on that date. In June of each
year, Twentieth Century will send a semiannual report that includes unaudited
financial statements for the six months ending the preceding April 30, as well
as a list of securities in its portfolio on that date. Twentieth Century does
not publish interim lists of portfolio securities.
Twentieth Century usually prepares and mails to the address of record a new
prospectus dated March 1 of each year.
IT IS IMPORTANT TO NOTIFY TWENTIETH CENTURY PROMPTLY OF ANY CHANGE OF
ADDRESS. (See "How to Change the Address of Record," page 18.)

<PAGE>

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------
SHARE PRICE

WHEN SHARE PRICE
IS DETERMINED

The price of Giftrust shares is their net asset value next determined after
receipt of an instruction to purchase or redeem. 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 on each day that the New York Stock Exchange is open.
Gifts and requests to redeem shares will receive the share price next
determined after receipt by Twentieth Century of the gifts or redemption
request. For example, gifts and requests to redeem shares received by Twentieth
Century before the close of business on the New York Stock Exchange are
effective on, and will receive the price determined, that day as of the close of
the Exchange. Redemption 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 from the Trustee only when the purchase
check or wired funds representing gifts by a grantor are received by Twentieth
Century. Wired funds are considered received on the day they are deposited in
Twentieth Century's bank account if they are deposited before the close of
business on the Exchange, usually 3 p.m. Central time.
Gifts by telephone pursuant to an authorization to Twentieth Century to
draw on a bank account are considered received at the time of the telephone
call.
Gifts and transaction instructions received by Twentieth Century on any
business day by mail at its office prior to the close of business on the
Exchange, usually 3 p.m. Central time, will receive that day's price. Gifts and
instructions received after that time, will receive the price determined on the
next business day.

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. If no sale is reported, the mean of the latest bid and asked
price is used. 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
20

<PAGE>

value as determined in good faith 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.
Pursuant to a determination by Twentieth Century's board of directors that
such value represents fair value, debt securities with maturities of 60 days or
less are valued at amortized cost. When a security is valued at amortized cost,
it is valued at its cost when purchased, and thereafter by assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
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 converted 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
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 a 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

DISTRIBUTIONS

In general, distributions from net investment income and net realized
securities gains, if any, are declared and paid annually on or before December
31, 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.
Distributions on shares of Giftrust accounts will not be paid in cash and
will be reinvested.

<PAGE>

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 shares
or total return. At any given time the value of 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 included in the value of shares, when
they are distributed the value of shares is reduced by the amount of the
distribution. If shares are bought just before the distribution, the full price
will be paid for the shares, and then a portion of the purchase price will be
distributed as a taxable distribution. (See "Taxes," on this page.)
Reinvested distributions have no effect on the value of the account; while
the account holds more shares, the value of each share has been reduced by the
amount of the distribution.

TAXES

Twentieth Century 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.
Distributions of net investment income and net short-term capital gains are
taxable as ordinary income. Distributions from net long-term capital gains are
taxable as long-term capital gains.
Dividends and interest received by a 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 shareholders.
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, even if the value of the shares is below their
cost. If shares are purchased shortly
22

<PAGE>

before a distribution, income taxes must be paid on the distribution, even
though the value of the investment (plus cash received, if any) remains the
same. In addition, the share price at the time shares are purchased 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 as a distribution
of capital gains and will be taxable as short-term or long-term capital gains.
(See "Distributions," on page 21.)
In January of the year following the distribution, Twentieth Century will
send, when applicable, a Form 1099-DIV notifying the beneficiary of a matured
Giftrust of the status of distributions for federal income tax purposes.
Distributions 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 received 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.
If the beneficiary of a matured Giftrust has not complied with certain
provisions of the Internal Revenue Code and Regulations, Twentieth Century 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 the beneficiary of a matured Giftrust to
certify that the social security number or tax identification number provided is
correct and that he/she is not subject to 31% withholding for previous
under-reporting to the IRS. The beneficiary of a matured Giftrust will be asked
to make the appropriate certification upon maturity of the Giftrust.
Redemption of Giftrust shares 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.
Because it is a gift of a future interest, an investment in a Giftrust does
not qualify for the annual gift tax exclusion of $10,000. If you give a
Giftrust, you must file a United States Gift Tax Return. If you make additional
investments in subsequent years, a Gift Tax Return must be filed for each year's
gift. No gift tax is payable until your cumulative lifetime gifts exceed the
exemption equivalent of $600,000. Each gift is applied against the exemption
equivalent that would otherwise be available in the future.
The income of a Giftrust account is exempt from federal income tax until it
exceeds $100. The Trustee of the Giftrust files federal income tax returns and
pays the income tax out of the assets of the trust. A $10 fee will be charged
against a Giftrust account in each year that the Trustee files a tax return on
behalf of such account. The distribution to the beneficiary at

<PAGE>

the maturity of the Giftrust may be subject to the throwback rules under the
Internal Revenue Code. The throwback rules may create additional tax liability
for a beneficiary who is age 21 or older at the time the Giftrust matures. More
than one trust for the same beneficiary may be subject to the provisions of the
Internal Revenue Code with respect to multiple trusts.
The tax laws applicable to trusts in general are quite complex. You should
consider consulting your tax adviser before opening a Giftrust account.

MANAGEMENT

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of Twentieth Century. Acting
pursuant to an investment management agreement entered into with Twentieth
Century, Investors Research Corporation ("Investors Research") serves as the
investment manager of Twentieth Century. Its principal place of business is
Twentieth Century Tower, 4500 Main Street, Kansas City, Missouri 64111.
Investors Research has been providing investment advisory 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 adviser to
the Benham Group of Mutual Funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC will be providing investment management services to
Twentieth Century funds, while certain Twentieth Century employees will be
providing investment management services to Benham funds.

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

JAMES E. STOWERS III, President and Portfolio Manager, joined Twentieth
Century in 1981.
ROBERT C. PUFF JR., Executive Vice President and Chief Investment Officer,
has been a Portfolio Manager since joining Twentieth Century in 1983. In his
position as Chief Investment Officer, Mr. Puff oversees the investment
activities of all of the teams that manage Twentieth Century funds.
GLENN A. FOGLE, Vice President and Portfolio Manager, joined Twentieth
Century in September 1990 as an Investment Analyst, a posi-

<PAGE>

tion he held until March 1993. At that time he was promoted to Portfolio
Manager.
The activities of Investors Research are subject only to directions of
Twentieth Century's board of directors. Investors Research pays all the expenses
of Twentieth Century except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the services provided to Twentieth Century, Investors Research receives
an annual fee of 1% of the average net assets 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 unified management fee paid by the fund to Investors Research may be
higher than that paid by many funds. However, most if not all of such funds also
pay in addition certain of their own expenses, while virtually all of Giftrust
Investors' expenses, except as specified above, are paid by Investors Research.

CODE OF ETHICS

Twentieth Century and Investors Research have adopted a Code of Ethics that
restricts personal 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, administrative services and dividend-paying agent for
Twentieth Century. It provides facilities, equipment and personnel to Twentieth
Century, and is paid for such services 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
board of Twentieth Century Investors, controls Twentieth Century Companies by
virtue of his ownership of a majority of its common stock.

<PAGE>

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 Twentieth Century is Twentieth Century Tower, 4500
Main Street, P.O. Box 419200, Kansas City, Missouri 64141-6200. All inquiries
may be made by mail to that address, or by phone to 1-800-345-2021. (For local
Kansas City area or international callers: 816-531-5575.)
Giftrust Investors is one of 16 series of shares ($.01 par value per share)
issued by Twentieth Century. The assets belonging to each series of shares are
held separately by the custodian, and in effect each series is a separate fund.
Each share, irrespective of series, 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 of shares affected.
Matters affecting only one series are voted upon only by that series.
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
Twentieth Century 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 Twentieth Century's by-laws, the
holders of shares representing at least 10% of the votes entitled to be cast may
request Twentieth Century to hold a special meeting of shareholders. Twentieth
Century will assist in the communication with other shareholders.
TWENTIETH CENTURY RESERVES THE RIGHT TO CHANGE ANY OF ITS 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.

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[company logo]
Investments That WorkTM
----------------------------------------
P.O. Box 419200
Kansas City, Missouri
64141-6200
----------------------------------------
Person-to-person assistance:
1-800-345-2021 or 816-531-5575
----------------------------------------
Automated information line:
1-800-345-8765
----------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865
----------------------------------------
Fax: 816-340-7962

SH-BKT-4308 Recycled
9603
(C) 1996 Twentieth Century Services, Inc.

<PAGE>

TWENTIETH CENTURY
INVESTORS, INC.

INSTITUTIONAL PROSPECTUS

MARCH 1, 1996

- --------------------------------------------------------------------------------
Twentieth Century Investors, Inc., a member of the Twentieth Century family
of funds, offers 16 no-load mutual funds covering a variety of investment
opportunities. Twelve of the funds are described in this prospectus. The
investment objectives of the funds are listed on the inside cover of the
prospectus.

NO-LOAD MUTUAL FUNDS

Twentieth Century's funds are "no-load" investments, which means there are
no sales charges or commissions. Twentieth Century has no 12b-1 plan or other
deferred sales charges.
This prospectus is intended for participants in employer-sponsored
retirement or savings plans. One or more of the funds described herein is
available as an investment option in your employer's plan. There is no minimum
investment requirement for plan participants. Other prospectuses containing
information on the funds offered by Twentieth Century and information on how to
open personal and other types of investment accounts are available by calling
Twentieth Century at the number shown at right.

Twentieth Century Investors, Inc.
4500 Main Street * P.O. Box 419385
Kansas City, MO 64141-6385
1-800-345-3533
Local and international calls:
816-531-5575
Telecommunications device for the deaf:
1-800-345-1833
In Missouri: 816-753-0700
- --------------------------------------------------------------------------------
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>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------
EQUITY FUNDS

SELECT INVESTORS
HERITAGE INVESTORS
seek capital growth. The funds intend to pursue their investment objectives by
investing primarily in common stocks of companies that are considered by
management to have better-than-average prospects for appreciation. As a matter
of fundamental policy, 80% of the assets of Select Investors and of Heritage
Investors must be invested in securities of companies that have a record of
paying dividends or have committed themselves to the payment of regular
dividends or otherwise produce income.

GROWTH INVESTORS
ULTRA INVESTORS
VISTA INVESTORS
seek capital growth. The funds intend to pursue their investment objectives by
investing primarily in common stocks that are considered by management to have
better-than-average prospects for appreciation.

BALANCED FUND
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 balance in bonds and other fixed income securities.

FIXED INCOME FUNDS
CASH RESERVE
is a money market fund which seeks to obtain maximum current income consistent
with the preservation of principal and maintenance of liquidity. The fund
intends to pursue its investment objective by investing substantially all of its
assets in a portfolio of money market instruments and maintaining a weighted
average maturity of not more than 90 days.
AN INVESTMENT IN CASH RESERVE IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE PER SHARE.

U.S. GOVERNMENTS SHORT-TERM
seeks income. The fund intends to pursue its investment objective by investing
in securities of the United States government and its agencies and maintaining a
weighted average maturity of three years or less.

U.S. GOVERNMENTS INTERMEDIATE-TERM
seeks a competitive level of income. The fund intends to pursue its investment
objective by investing in securities of the United States government and its
agencies and maintaining a weighted average maturity of three to 10 years.

LIMITED-TERM BOND
seeks income. The fund intends to pursue its investment objective by investing
in bonds and other debt obligations and maintaining a weighted average maturity
of five years or less.

INTERMEDIATE-TERM BOND
seeks a competitive level of income. The fund intends to pursue its investment
objective by investing in bonds and other debt obligations and maintaining a
weighted average maturity of three to 10 years.

LONG-TERM BOND
seeks a high level of income. The fund intends to
pursue its investment objective by investing in bonds and other debt obligations
and maintaining a weighted average maturity of 10 years or greater.

There is no assurance that the funds will achieve their respective objectives.
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY TWENTIETH CENTURY INVESTORS, INC. TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR IN OTHER PRINTED OR WRITTEN MATERIAL ISSUED BY THE COMPANY, AND
YOU SHOULD NOT RELY ON ANY OTHER INFORMATION OR REPRESENTATION.

<PAGE>

TABLE OF CONTENTS

TRANSACTION AND OPERATING EXPENSE TABLE .......... 4
FINANCIAL HIGHLIGHTS ............................. 5

INFORMATION REGARDING THE FUNDS
Information About Investment Policies of the Funds 9
Equity Funds ..................................... 9
Select Investors, Heritage Investors ........ 9
Growth Investors, Ultra Investors and
Vista Investors ......................... 9
Balanced Fund .................................... 10
Balanced Investors .......................... 10
Fixed Income Funds ............................... 11
Cash Reserve ................................ 11
U.S. Governments Short-Term and
U.S. Governments Intermediate-Term ...... 11
Limited-Term Bond, Intermediate-Term Bond
and Long-Term Bond ..................... 12
FUNDAMENTALS OF FIXED INCOME INVESTING ........... 13
OTHER INVESTMENT PRACTICES ....................... 14
Portfolio Turnover .......................... 14
Repurchase Agreements ....................... 15
Derivative Securities ....................... 15
Portfolio Lending ........................... 16
Foreign Securities .......................... 16
Forward Currency Exchange Contracts ......... 17
When-Issued Securities ...................... 17
Rule 144A Securities ........................ 18
Interest Rate Futures Contracts and
Options Thereon ......................... 18
Short Sales ................................. 19
PERFORMANCE ADVERTISING .......................... 19

HOW TO INVEST WITH TWENTIETH CENTURY
TWENTIETH CENTURY FAMILY OF FUNDS ................ 21
INVESTING IN TWENTIETH CENTURY ................... 21
HOW TO EXCHANGE YOUR INVESTMENT
FROM ONE TWENTIETH CENTURY
FUND TO ANOTHER ............................. 21
HOW TO REDEEM SHARES ............................. 21
Special Requirements for Large
Equity Fund Redemptions ................. 21
TELEPHONE SERVICES ............................... 22
Investors Line .............................. 22
Automated Information Line .................. 22

ADDITIONAL INFORMATION YOU SHOULD KNOW
SHARE PRICE ...................................... 23
When Share Price Is Determined .............. 23
How Share Price Is Determined ............... 23
Where to Find Information About Share Price . 24
DISTRIBUTIONS .................................... 24
Equity Funds ................................ 24
Balanced Fund ............................... 24
Fixed Income Funds .......................... 24
TAXES ............................................ 24
MANAGEMENT ....................................... 24
Investment Management ....................... 24
Code of Ethics .............................. 26
Transfer and Administrative Services ........ 26
FURTHER INFORMATION ABOUT TWENTIETH CENTURY ...... 27

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

Select, Heritage, Intermediate- Cash Reserve,
Growth, Ultra Term Bond, U.S. U.S. Governments
Vista and Long-Term Governments Short-Term and
Balanced Bond Intermediate-Term Limited-Term Bond
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases none none none none
Maximum Sales Load Imposed on Reinvested Dividends none none none none
Deferred Sales Load none none none none
Redemption Fee none none none none
Exchange Fee none none none none

ANNUAL FUND OPERATING EXPENSES (as a percentage of net assets)
Management Fees(1) 1.00% .80% .75% .70%
12b-1 Fees none none none none
Other Expenses(2) 0.00% 0.00% 0.00% 0.00%
Total Fund Operating Expenses 1.00% .80% .75% .70%

EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption the end of
each time period:
1 year $ 10 $ 8 $ 8 $ 7
3 years 32 26 24 22
5 years 55 44 42 39
10 years 122 99 93 87
</TABLE>

The purpose of the 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 shares of Twentieth Century 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.

(1) A portion of the management fee may be paid by the funds' manager to
unaffiliated third parties who provide recordkeeping and administrative
services that would otherwise be performed by an affiliate of the manager.
See "Management - Transfer and Administrative Services," page 26.

(2) Other expenses, the fees and expenses 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.

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
--------------------------------- ---------------------------------------------------------
Net Realized Distributions Distributions
and from Net in Excess of
Net Asset Unrealized Total Dividends Realized Net Realized Net Asset
Value, Net Gains from from Net Gains on Gains on Value,
Beginning Investment (Losses) on Investment Investment Investment Investment Total End of Total
of Period Income Investments Operations Income Transactions Transactions Distributions Period Return(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1995 37.67 .33 4.68 5.01 (.281) (2.750) (.125) (3.156) 39.52 15.02%

1995 10.32 .05 1.96 2.01 (.033) (.514) $(.030) (.577) 11.75 21.04%

1995 22.99 .08 4.08 4.16 (.051) (3.183) (.040) (3.274) 23.88 22.31%
[table continued below]

1995 1.00% .9% 106% 4,008,438
1995 average commission paid per share traded $0.46

1995 .99% .5% 121% 1,008,323
1995 average commission paid per share traded $.042

1995 1.00% .4% 141% 5,129,894
1995 average commission paid per share traded $0.40

</TABLE>

(1) Actual total return for period indicated.
(2) Annualized.
5

FINANCIAL HIGHLIGHTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
--------------------------------- --------------------------------------------------------
Net Realized Distributions Distributions
and from Net in Excess of
Net Asset Unrealized Total Dividends Realized Net Realized Net Asset
Value, Net Gains from from Net Gains on Gains on Value,
Beginning Investment (Losses) on Investment Investment Investment Investment Total End of Total
of Period Income Investments Operations Income Transactions Transactions Distributions Period Return(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ULTRA INVESTORS Year Ended Oct. 31,
1986 $7.13 $.00 $1.94 $1.94 $(.010) -- -- $ (.010) $9.06 27.22%
1987 9.06 (.07) (.22) (.29) (.007) -- -- (.007) 8.76 (3.23%)
1988 8.76 (.02) 1.38 1.36 -- $(3.258) -- (3.258) 6.86 19.52%
1989 6.86 .19 2.58 2.77 -- -- -- -- 9.63 40.37%
1990 9.63 (.03) (.73) (.76) (.196) (.947) -- (1.143) 7.73 (9.02%)
1991 7.73 (.03) 7.86 7.83 -- (.028) -- (.028) 15.53 101.51%
1992 15.53 (.05) (.02) (.07) -- -- -- -- 15.46 (.45%)
1993 15.46 (.09) 6.24 6.15 -- -- -- -- 21.61 39.78%
1994 21.61 (.03) (.42) (.45) -- -- -- -- 21.16 (2.08%)

1995 21.16 (.07) 7.58 7.51 -- (.645) -- (.645) 28.03 36.89%

1995 10.94 (.08) 4.90 4.82 -- (.30) -- (.30) 15.73 44.20%

BALANCED INVESTORS
Oct. 20, 1988 (inception) through Oct. 31,
1988 $10.22 $.01 $(.10) $(.09) -- -- -- -- $10.13 (.88%)
YearEnded Oct. 31,
1989 10.13 .37 1.71 2.08 $(.372) -- -- $(.372) 11.84 20.94%
1990 11.84 .41 (.62) (.21) (.417) $(.320) -- (.737) 10.89 (2.10%)
1991 10.89 .38 4.22 4.60 (.384) -- -- (.384) 15.11 42.92%
1992 15.11 .33 (.23) .10 (.322) -- -- (.322) 14.89 .63%
1993 14.89 .38 1.62 2.00 (.375) -- -- (.375) 16.52 13.64%
1994 16.52 .42 (.58) (.16) (.416) -- -- (.416) 15.94 (.93%)

1995 15.94 .48 2.03 2.51 (.475) (.274) -- (.749) 17.70 16.36%
[table continued below]

[table continued]
RATIOS/SUPPLEMENTAL DATA
-------------------------------------
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portfolio Period
to Average Average Turnover (in
Net Assets Net Assets Rate thousands)

1995 1.00% (.3%) 87% 14,375,902
1995 average commission paid per share traded $.033

1995 .98% (.6%) 89% 1,675,917
1995 average commission paid per share traded $.033

1995 .98% 2.9% 85%(3) 815,570
1995 average commission paid per share traded $.039

(1) Actual total return for period indicated.
(2) Annualized.
(3) The portfolio turnover rate of the equity and fixed income components of the portfolio was 90% and 71%, respectively.
</TABLE>

FINANCIAL HIGHLIGHTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
---------------------------------- ------------------------------------------
Net Realized Distributions Distributions
and from Net in Excess of
Net Asset Unrealized Total Dividends Realized Net Realized Net Asset
Value, Net Gains from from Net Gains on Gains on Value,
Beginning Investment (Losses) on Investment Investment Investment Investment Total End of Total
of Period Income Investments Operations Income Transactions Transactions Distributions Period Return(1)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH RESERVE (2)
Year Ended Oct. 31,
1986 $1.00 $.06 $.001 $.06 $(.062) $(.001) -- $(.063) $1.00 6.46%
1987 1.00 .06 -- .06 (.056) -- -- (.056) 1.00 5.75%
1988 1.00 .07 -- .07 (.065) -- -- (.065) 1.00 6.73%
1989 1.00 .08 -- .08 (.083) -- -- (.083) 1.00 8.66%
1990 1.00 .07 -- .07 (.074) -- -- (.074) 1.00 7.67%
1991 1.00 .06 -- .06 (.058) -- -- (.058) 1.00 5.95%
1992 1.00 .04 -- .04 (.037) -- -- (.037) 1.00 3.74%
1993 1.00 .02 -- .02 (.023) -- -- (.023) 1.00 2.30%
1994 1.00 .03 -- .03 (.032) -- -- (.032) 1.00 3.21%

1995 1.00 .05 -- .05 (.052) -- -- (.052) 1.00 5.38%

U.S. GOVERNMENTS SHORT-TERM(4)
Year Ended Oct. 31,
1986 $ 9.95 $.87 $ .27 $1.14 $(.871) $(.056) -- $(.927) $10.16 11.89%
1987 10.16 .79 (.49) .30 (.792) (.122) -- (.914) 9.55 3.14%
1988 9.55 .81 (.13) .68 (.816) -- -- (.816) 9.41 7.44%
1989 9.42 .84 (.10) .74 (.843) -- -- (.843) 9.32 8.36%
1990 9.32 .79 (.24) .55 (.789) -- -- (.789) 9.08 6.28%
1991 9.08 .63 .33 .96 (.635) -- -- (.635) 9.41 10.99%
1992 9.41 .44 .20 .64 (.441) -- -- (.441) 9.61 6.85%
1993 9.61 .36 (.26) .10 (.036) -- -- (.036) 9.67 4.45%
1994 9.67 .40 (.40) -- (.402) -- -- (.402) 9.27 .07%

1995 9.27 .52 (.24) .76 (.519) -- -- (.519) 9.51 8.42%

U.S. GOVERNMENTS INTERMEDIATE-TERM
Mar. 1, 1994 (inception)
through Oct. 31,
1994 $10.00 $.34 $(.45) $ (.11) $(.343) -- -- $(.343) $9.55 (1.01%)
Year Ended Oct. 31,

1995 9.55 .58 .49 1.07 (.583) -- -- (.583) 10.04 11.58%

[table continued below]
[table continued]
RATIOS/SUPPLEMENTAL DATA
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portable Period
to Average Average Turnover (in
Net Assets Net Assets Rate 1 thousands)

CASH RESERVE(2)
Year Ended Oct. 31,
1986 1.01% 5.83% -- $134,958
1987 1.00% 5.80% -- 447,917
1988 1.00% 6.52% -- 488,781
1989 1.00% 8.35% -- 639,115
1990 1.00% 7.40% -- 953,687
1991 .97%(3) 5.75% -- 1,236,309
1992 .98%(3) 3.62% -- 1,487,961
1993 1.00% 2.30% -- 1,256,012
1994 .80% 3.18% -- 1,298,982

1995 .70% 5.27% -- 1,469,546

U.S. GOVERNMENTS SHORT-TERM(4)
Year Ended Oct. 31,
1986 1.01% 8.54% 464% $254,714
1987 1.00% 8.10% 468% 335,601
1988 1.00% 8.60% 578% 440,380
1989 1.00% 9.10% 567% 443,475
1990 1.00% 8.64% 620% 455,536
1991 .99%(3) 6.88% 779% 534,515
1992 .99%(3) 4.62% 391% 569,430
1993 1.00% 3.73% 413% 511,981
1994 .81% 4.17% 470% 396,753

1995 .70% 5.53% 128% 391,331

U.S. GOVERNMENTS INTERMEDIATE-TERM
Mar. 1, 1994 (inception)
through Oct. 31,
1994 .75%(5) 5.43%(5) 205%(5) $ 6,280
Year Ended Oct. 31,

1995 .74% 5.99% 137% 21,981

</TABLE>
7

LIMITED-TERM BOND
Mar. 1, 1994 (inception)
through Oct. 31,
1994 $10.00 $.31 $(.32) $(.01) $(.312) -- -- $(.312) $9.68 (.08%)

Year Ended Oct. 31,
1995 9.68 .56 .28 .84 (.557) -- -- (.557) 9.96 8.89%

INTERMEDIATE-TERM BOND
Mar. 1, 1994 (inception)
through Oct. 31,
1994 $10.00 $.34 $(.47) $(.13) $(.337) -- -- $(.337) $ 9.53 (1.24%)

Year Ended Oct. 31,
1995 9.53 .59 .54 1.13 (.587) -- -- (.587) 10.07 12.19%

LONG-TERM BOND(3)
Mar. 2, 1987 (inception)
through Oct. 31,
1987 $10.00 $.48 $(1.05) $(.57) $(.475) -- -- $(.475) $ 8.96 (8.63%)(2)
Year Ended Oct. 31,
1988 8.96 .84 .23 1.07 (.836) -- -- (.836) 9.19 12.31%
1989 9.18 .82 .36 1.18 (.819) -- -- (.819) 9.54 13.51%
1990 9.54 .80 (.64) .16 (.796) $(.006) -- (.802) 8.90 1.93%
1991 8.90 .75 .66 1.41 (.746) -- -- (.746) 9.56 16.44%
1992 9.56 .63 .35 .98 (.622) -- -- (.622) 9.92 10.40%
1993 9.92 .66 1.88 2.54 (.662) (1.587) -- (2.249) 10.21 11.81%
1994 10.21 .58 (1.12) (.54) (.576) (.186) -- (.762) 8.91 (5.47%)

1995 8.91 .61 .87 1.48 (.611) -- -- (.611) 9.78 17.16%
[table continued below]

[table continued]
RATIOS/SUPPLEMENTAL DATA
------------------------------------
Ratio of Net Net
Ratio of Investment Assets,
Operating Income End of
Expenses to Portfolio Period
to Average Average Turnover (in
Net Assets Net Assets Rate thousands)

LIMITED-TERM BOND
Mar. 1, 1994 (inception)
through Oct. 31,
1994 .70%(2) 4.79%(2) 48% $4,375

Year Ended Oct. 31,
1995 .69% 5.70% 116% 7,193

INTERMEDIATE-TERM BOND
Mar. 1, 1994 (inception)
through Oct. 31,
1994 .75%(2) 5.23%(2) 48% $4,262

Year Ended Oct. 31,
1995 .74% 6.05% 133% 12,827

LONG-TERM BOND(3)
Mar. 2, 1987 (inception)
through Oct. 31,
1987 1.00%(2) 8.10%(2) 146%(2) $9,403
Year Ended Oct. 31,
1988 1.00% 9.15% 280% 25,788
1989 1.00% 8.83% 216% 62,302
1990 1.00% 8.81% 98% 77,270
1991 .96%(4) 8.06% 219% 114,342
1992 .98%(4) 6.30% 186% 154,031
1993 1.00% 6.54% 113% 172,120
1994 .88% 6.07% 78% 121,012

1995 .78% 6.53% 105% 149,223

<PAGE>

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------
INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUNDS

Twentieth Century has adopted certain investment restrictions applicable to
the funds that are set forth in the statement of additional information. Those
restrictions, as well as the investment objectives of the funds, identified on
the inside 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
funds have implemented additional investment policies and practices to guide
their activities in the pursuit of their respective investment objectives. These
policies and practices, which are described throughout this prospectus, are not
designated as fundamental policies and may be changed without shareholder
approval.
The descriptions that follow are designed to help you choose the fund that
best fits your investment objectives. You may want to pursue more than one
objective by investing in more than one of these funds.

EQUITY FUNDS

All of Twentieth Century's equity funds and the equity portion of the
portfolio of Balanced Investors seek capital growth by investing in securities,
primarily common stocks, that meet certain fundamental and technical standards
of selection and have, in the opinion of Twentieth Century's management,
better-than-average potential for appreciation. So long as a sufficient number
of such securities is available, Twentieth Century intends to stay fully
invested in these securities regardless of the movement of stock prices
generally. In most circumstances, the funds' actual level of cash and cash
equivalents will fluctuate between 0% and 10% of total assets with 90% to 100%
of its assets committed to equity and equity equivalent investments. The funds
may purchase securities only of companies that have a record of at least three
years continuous operation.

SELECT INVESTORS, HERITAGE INVESTORS

Securities of companies chosen for Select and Heritage Investors are chosen
primarily for their growth potential. Additionally, as a matter of fundamental
policy, 80% of the assets of Select Investors and of Heritage Investors must be
invested in securities of companies that have a record of paying dividends, or
have committed themselves to the payment of regular dividends or otherwise
produce income. The remaining 20% of fund assets may be invested in any
otherwise permissible securities that the manager believes will contribute to
the funds' stated investment objectives. The income payments of equity
securities are only a secondary consideration; therefore, the income return that
Select and Heritage provide may not be significant. Otherwise, Select and
Heritage follow the same investment techniques described below for Growth, Ultra
and Vista.

GROWTH INVESTORS, ULTRA INVESTORS AND
VISTA INVESTORS

Management selects, for the portfolios of Growth, Ultra and Vista,
securities of companies whose earnings and revenue trends meet management's
standards of selection. They then determine to which of the three funds the
selected securities would most contribute.

<PAGE>

MEDIAN CAPITALIZATION
OF COMPANIES HELD
- -----------------------------------------------
Growth Investors $5,076,231,000
Ultra Investors $3,542,263,000
Vista Investors $ 871,313,000
- ----------------------------------------------

BALANCED FUND

BALANCED INVESTORS

Balanced Investors seeks capital growth and current income. Selection of
securities for the equity portion of its portfolio is discussed under "Equity
Funds," page 9.
Since a portion of the fund's portfolio will be invested in fixed income
securities, the opportunity for capital appreciation may be expected to be less
than with Twentieth Century's funds that invest primarily in common stocks.
Management 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 will be in the three- to 10-year range. The management will actively
manage the portfolio, adjusting the weighted average portfolio maturity in
response to expected 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 management'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 management and which,
in the opinion of management, 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

<PAGE>

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 "Fundamentals of Fixed Income Investing," page 13 and "An
Explanation of Fixed Income Securities Ratings" in the Statement of Additional
Information.)

FIXED INCOME FUNDS

For an explanation of the securities ratings referred to in the discussion
of our fixed income funds, see "An Explanation of Fixed Income Securities
Ratings" in the Statement of Additional Information.

CASH RESERVE

Cash Reserve seeks to obtain a level of current income consistent with
preservation of capital and maintenance of liquidity. Cash Reserve is designed
for investors who want income and no fluctuation in their principal.
Cash Reserve expects, but cannot guarantee, that it will maintain a
constant share price of $1.00. The fund follows industry-standard guidelines
on the quality and maturity of its investments, purchasing only securities
having remaining maturities of not more than 13 months and by maintaining a
weighted average portfolio maturity of not more than 90 days.
Cash Reserve invests substantially all of its assets in a diversified
portfolio of U.S. dollar denominated high-quality money market instruments,
consisting of:
(1) Securities issued or guaranteed by the U.S. government and its agencies
and instrumentalities. (For a description of such securities, see "U.S.
Governments Short-Term and U.S. Governments Intermediate-Term," on this
page.)
(2) Commercial Paper.
(3) Certificates of Deposit and Euro Dollar Certificates of Deposit.
(4) Bankers' Acceptances.
(5) Short-term notes, bonds, debentures, or other debt instruments.
(6) Repurchase agreements.
These classes of securities may be held in any proportion, and such
proportion may vary as market conditions change.
All portfolio holdings are limited to those which at the time of purchase
have a short-term rating of A-1 by S&P or P-1 by Moody's, or if they have no
short-term rating are issued or guaranteed by an entity having a long-term
rating of at least AA by S&P or Aa by Moody's.

U.S. GOVERNMENTS SHORT-TERM AND
U.S. GOVERNMENTS INTERMEDIATE-TERM

These funds seek to provide a competitive level of income and limited price
volatility by investing in securities of the United States government and its
agencies.
The two funds differ in the weighted average maturities of their portfolios
and accordingly in their degree of risk and level of income. Generally, the
longer the weighted average maturity of a fund's portfolio, the higher the yield
and the greater the price volatility.
U.S. Governments Short-Term will maintain a weighted average portfolio
maturity of three years or less. The fund is designed for investors who can
accept some fluctuation in principal in order to earn a higher level of current
income than is generally available from money market securities, but who do not
want as much price volatility as is inherent in longer-term securities.
U.S. Governments Intermediate-Term will maintain a weighted average
portfolio maturity of three to 10 years. The fund is designed for investors
seeking a higher level of current income than is generally available from
shorter-term government securities and who are willing to accept a greater
degree of price fluctuation.
The market value of the securities in which U.S. Governments Short-Term and
U.S. Governments Intermediate-Term invest will fluctuate, and accordingly, the
value of your shares will vary from day to day. (See "Fundamentals of Fixed
Income Investing," page 13.)
Both funds may invest in (1) direct obligations of the United States, such
as Treasury bills, notes and bonds, which are supported by the full faith and

<PAGE>

credit of the United States, and (2) obligations (including mortgage-related
securities) issued or guaranteed by agencies and instrumentalities of the United
States government that are established under an act of Congress. The securities
of some of these agencies and instrumentalities, such as the Government National
Mortgage Association, are guaranteed as to principal and interest by the U.S.
Treasury, and other securities are supported by the right of the issuer, such as
the Federal Home Loan Banks, to borrow from the Treasury. Other obligations,
including those issued by the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation, are supported only by the credit of the
nstrumentality.
Mortgage-related securities in which the funds may invest include
collateralized mortgage obligations ("CMOs") issued by a United States agency or
instrumentality. A CMO is a debt security that is collateralized by a portfolio
or pool of mortgages or mortgage-backed securities. The issuer's obligation to
make interest and principal payments is secured by the underlying pool or
portfolio of mortgages or securities.
The market value of mortgage-related securities, even those in which the
underlying pool of mortgage loans is guaranteed as to the payment of principal
and interest by the United States government, is not insured. When interest
rates rise, the market value of those securities may decrease in the same manner
as other debt, but when interest rates decline, their market value may not
increase as much as other debt instruments because of the prepayment feature
inherent in the underlying mortgages. If such securities are purchased at a
premium, the fund will suffer a loss if the obligation is prepaid. Prepayments
will be reinvested at prevailing rates, which may be less than the rate paid by
the prepaid obligation.
For the purpose of determining the weighted average portfolio maturity of
the funds, management shall consider the maturity of a mortgage-related security
to be the remaining expected average life of the security. The average life of
such securities is likely to be substantially less than the original maturity as
a result of prepayments of principal on the underlying mortgages, especially in
a declining interest rate environment. In determining the remaining expected
average life, management makes assumptions regarding prepayments on underlying
mortgages. In a rising interest rate environment, those prepayments generally
decrease, and may decrease below the rate of prepayment assumed by management
when purchasing those securities. Such slowdown may cause the remaining maturity
of those securities to lengthen, which will increase the relative volatility of
those securities and, hence, the fund holding the securities. (See "Fundamentals
of Fixed Income Investing," page 13.)

LIMITED-TERM BOND, INTERMEDIATE-TERM BOND
AND LONG-TERM BOND

These funds seek to provide investors with income through investments in
bonds and other debt instruments.
The three funds differ in the weighted average maturities of their
portfolios and accordingly in their degree of risk and level of income.
Generally, the longer the weighted average maturity, the higher the yield and
the greater the price volatility.
Limited-Term Bond will invest primarily in investment grade corporate
securities and other debt instruments and will maintain, under normal market
conditions, a weighted average maturity of five years or less. The fund is
designed for investors seeking a competitive level of current income with
limited price volatility.
Intermediate-Term Bond will invest primarily in investment grade corporate
securities and other debt instruments and will maintain, under normal market
conditions, a weighted average maturity of three to 10 years. The fund is
designed for investors seeking a higher level of current income than is
generally available from shorter-term corporate and government securities and
who are willing to accept a greater degree of price fluctuation.
Long-Term Bond will invest primarily in investment grade corporate bonds
and other debt instruments and will, under normal market conditions, maintain a
weighted average portfolio maturity of 10 years or greater. The fund is designed
for investors whose primary goal is a level of current income higher than is
generally provided by money

<PAGE>

market or short- and intermediate-term securities and who can accept the
generally greater price volatility associated with longer-term bonds.
The value of the shares of all three of these funds will vary from day to
day. (See "Fundamentals of Fixed Income Investing," on this page.)
Under normal market conditions, each fund will maintain at least 65% of the
value of its total assets in investment grade bonds and other debt instruments.
Under normal market conditions, each of the funds may invest up to 35% of its
assets, and for temporary defensive purposes up to 100% of its assets, in
short-term money market instruments.
Management will actively manage the portfolios, adjusting the weighted
average portfolio maturities as necessary in response to expected changes in
interest rates. During periods of rising interest rates, the weighted average
maturity of a fund may be moved to the shorter end of its maturity range 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, the weighted average
portfolio maturity may be moved toward the longer end of its maturity range.
To achieve their objectives, the funds will invest in diversified
portfolios of high- and medium-grade debt securities payable in United States
currency. The funds will invest in securities which at the time of purchase are
rated by a nationally recognized statistical rating organization or, if not
rated, are of equivalent investment quality as determined by the management, as
follows: short-term notes within the two highest categories (for example, at
least MIG-2 by Moody's or SP-2 by S&P); corporate, sovereign government, and
municipal bonds within the four highest categories (for example, at least Baa by
Moody's or BBB by S&P); securities of the United States government and its
agencies and instrumentalities (see "U.S. Governments Short-Term and U.S.
Governments Intermediate-Term," page 11); other types of securities rated at
least P-2 by Moody's or A-2 by S&P. 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.
As noted, each fund may invest up to 35% of its assets, and for temporary
defensive purposes as determined by the manager, up to 100% of its assets in
short-term money market instruments. Those instruments may include:
(1) Securities issued or guaranteed by the U.S. government and its agencies
and instrumentalities;
(2) Commercial Paper;
(3) Certificates of Deposit and Euro Dollar Certificates of Deposit;
(4) Bankers' Acceptances;
(5) Short-term notes, bonds, debentures, or other debt instruments;
(6) Repurchase agreements; and must meet the rating standards set out above.
To the extent a fund assumes a defensive position, the weighted average
maturity of its portfolio may not fall within the ranges stated above
for the fund.

FUNDAMENTALS OF
FIXED INCOME INVESTING

<PAGE>

[line graph]
HISTORICAL YIELDS

30-Year 3-Month
Treasury Bonds Treasury Bills
1/91 8.19 6.38
2/91 8.20 6.26
3/91 8.25 5.93
4/91 8.18 5.69
5/91 8.26 5.69
6/91 8.4 5.69
7/91 8.34 5.68
8/91 8.06 5.48
9/91 7.81 5.25
10/91 7.91 4.97
11/91 7.94 4.46
12/91 7.4 3.96
1/92 7.76 3.94
2/92 7.79 4.02
3/92 7.96 4.14
4/92 8.04 3.77
5/92 7.84 3.77
6/92 7.78 3.65
7/92 7.46 3.24
8/92 7.41 3.22
9/92 7.38 2.74
10/92 7.62 3.01
11/92 7.6 3.34
12/92 7.4 3.14
1/93 7.2 2.97
2/93 6.9 3
3/93 6.92 2.96
4/93 6.93 2.96
5/93 6.98 3.11
6/93 6.67 3.08
7/93 6.56 3.1
8/93 6.09 3.07
9/93 6.02 2.98
10/93 5.97 3.1
11/93 6.3 3.2
12/93 6.35 3.06
1/94 6.24 3.03
2/94 6.66 3.43
3/94 7.09 3.55
4/94 7.31 3.95
5/94 7.43 4.24
6/94 7.61 4.22
7/94 7.39 4.36
8/94 7.45 4.66
9/94 7.82 4.77
10/94 7.97 5.15
11/94 8 5.71
12/94 7.88 5.69
1/95 7.7 6
2/95 7.44 5.94
3/95 7.43 5.87
4/95 7.34 5.86
5/95 6.65 5.8
6/95 6.62 5.57
7/95 6.85 5.58
8/95 6.65 5.45
9/95 6.5 5.41
10/95 6.33 5.51
11/95 6.13 5.49
12/95 5.95 5.08

[bar chart]
YEARS TO MATURITY
U.S. Governments Short-Term
Likely Maturities of Individual Holdings 0-8 years
Expected Weighted Average Portfolio Maturity Range 6 mos.-3 years

U.S. Governments Intermediate-Term
Likely Maturities of Individual Holdings 0-20 years
Expected Weighted Average Portfolio Maturity Range 3-10 years

Cash Reserve
Likely Maturities of Individual Holdings 0-2 years
Expected Weighted Average Portfolio Maturity Range 0-6 mos.

Limited-Term Bond
Likely Maturities of Individual Holdings 0-8 years
Expected Weighted Average Portfolio Maturity Range 6 mos.-5 years

Intermediate-Term Bond
Likely Maturities of Individual Holdings 0-20 years
Expected Weighted Average Portfolio Maturity Range 3-10 years

Long-Term Bond
Likely Maturities of Individual Holdings 0-30 years
Expected Weighted Average Portfolio Maturity Range 10-20 years

BOND PRICE VOLATILITY

For a given change in interest rates, longer
maturity bonds experience a greater change in price, as shown below:

Price of a 7% Price of same
coupon bond bond if its Percent
Years to now trading yield increases change
Maturity to yield 7% to 8% 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%)

AUTHORIZED QUALITY RANGES
A-1 A-2 A-3
P-1 P-2 P-3
MIG-1 MIG-2 MIG-3
SP-1 SP-2 SP-3
AAA AA A BBB BB B CCC CC C D
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

U. S. Governments
Short-Term x
U. S. Governments
Intermediate-Term x
Cash Reserve x x
Limited-Term Bond x x x x
Intermediate-Term Bond x x x x
Long-Term Bond x x x x
Balanced Investors x x x x

</TABLE>

such timely payment will occur. As a result, lower- rated bonds tend to sell at
higher yield levels than top-rated bonds of similar maturity. In addition, as
economic, political and business developments unfold, lower-quality bonds, which
possess lower levels of protection with regard to timely payment, usually
exhibit more price fluctuation than do higher-quality bonds of like maturity.
The investment practices of Twentieth Century's fixed income funds and the
fixed income portion of the balanced fund take into account these relationships.
The maturity and asset quality of each fund have implications for the degree of
price volatility and the yield level to be expected from each.

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions Applicable to All
Series of Shares" in the Statement of Additional Information.

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds, except Cash Reserve, are
shown in the Financial Highlights table on pages 5 to 8 of this prospectus.

14
<PAGE>

With respect to each series of shares, investment decisions to purchase and
sell securities are based on the anticipated contribution of the security in
question to the particular fund's objectives. The rate of portfolio turnover is
irrelevant when management believes a change is in order to achieve those
objectives and accordingly, the annual portfolio turnover rate cannot be
anticipated.
The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. A high turnover rate involves
correspondingly higher transaction costs that are borne directly by a fund. It
may also affect the character of capital gains, if any, realized and distributed
by a fund since short-term capital gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

DERIVATIVE SECURITIES

<PAGE>

indexed to the return on two-year treasury securities investments would be a
permissible investment (assuming it otherwise meets the other requirements for
the funds), while 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:
* the risk that the underlying security, interest rate, market index or
other financial asset will not move in the direction the portfolio
manager anticipates;
* the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the
exchange, either of which may make it difficult or impossible to close
out a position when desired;
* the risk that adverse price movements in an instrument can result in a
loss substantially greater than a fund's initial investment; and
* the risk that the counterparty will fail to perform its obligations.
The board of directors has approved the 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, each 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, if
applicable, the right to call the loan to enable Twentieth Century 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 Twentieth Century's shareholders.

FOREIGN SECURITIES

Each of Twentieth Century's funds offered by this prospectus, except U.S.
Governments Short-Term and U.S. Governments Intermediate-Term 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 funds may make such investments either directly in, or by purchasing
Depositary Receipts ("DRs") for foreign securities. DRs are listed on an
exchange 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.
Subject to their individual investment objectives and policies, the funds
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 funds will limit their purchase of
debt securities to investment grade obligations.
Investments in foreign securities may present certain risks, including
those resulting from fluctua-
16

<PAGE>

tions 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 funds 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 funds' portfolios may be affected by changes in the exchange rates
between foreign currencies and the dollar, as well as by changes in the market
values of the securities themselves. The performance of foreign currencies
relative to the dollar may be a factor in the overall performance of the funds.
To protect against adverse movements in exchange rates between currencies,
the funds 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.
A 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, a
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." Each 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 dollar, a 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." A 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.
Each fund will make use of the portfolio hedging to the extent deemed
appropriate by the manager. However, it is anticipated that a fund will enter
into portfolio hedges much less frequently than transaction hedges.
If a 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 a 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 a 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.

WHEN-ISSUED SECURITIES

<PAGE>

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 each 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 funds may, from time to time, purchase Rule 144A securities when they
present attractive investment opportunities that otherwise meet Twentieth
Century'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 Twentieth Century 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 a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, Twentieth Century will consider appropriate
remedies to minimize the effect on such fund's liquidity. No fund may invest
more than 15% of its assets (10% of assets, with regard to Cash Reserve) 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).

INTEREST RATE FUTURES CONTRACTS
AND OPTIONS THEREON

The corporate bond funds may buy and sell interest rate futures contracts
relating to debt securities ("debt futures," i.e., futures relating to debt
securities, and "bond index futures," i.e., futures relating to indexes on types
or groups of bonds) and write and buy put and call options relating to interest
rate futures contracts.
For options sold, a fund will segregate cash or high-quality debt
securities equal to the value of securities underlying the option unless the
option is otherwise covered.
A fund will deposit in a segregated account with its custodian bank
high-quality debt obligations maturing in one year or less, or cash, in an
amount equal to the fluctuating market value of long futures contracts it has
purchased, less any margin deposited on its long position. It may hold cash or
acquire such debt obligations for the purpose of making these deposits.
A fund will purchase or sell futures contracts and options thereon only for
the purpose of hedging against changes in the market value of its portfolio
securities or changes in the market value of securities that it may wish to
include in its portfolio. A fund will enter into future and option transactions
only to the extent that the sum of the amount of margin deposits on its existing
futures positions and premiums paid for related options do not exceed 5% of its
assets.
Since futures contracts and options thereon can replicate movements in the
cash markets for the securities in which a fund invests without the large cash
investments required for dealing in such markets, they may subject a fund to
greater and
18

<PAGE>

more volatile risks than might otherwise be the case. The principal risks
related to the use of such instruments are (1) the offsetting correlation
between movements in the market price of the portfolio investments (held or
intended) being hedged and in the price of the futures contract or option may be
imperfect; (2) possible lack of a liquid secondary market for closing out
futures or option positions; (3) the need for additional portfolio management
skills and techniques; and (4) losses due to unanticipated market price
movements. For a hedge to be completely effective, the price change of the
hedging instrument should equal the price change of the securities being hedged.
Such equal price changes are not always possible because the investment
underlying the hedging instrument may not be the same investment that is being
hedged.
Management will attempt to create a closely correlated hedge but hedging
activity may not be completely successful in eliminating market value
fluctuation. The ordinary spreads between prices in the cash and futures
markets, due to the differences in the natures of those markets, are subject to
distortion. Due to the possibility of distortion, a correct forecast of general
interest rate trends by the management may still not result in a successful
transaction. Management may be incorrect in its expectations as to the extent of
various interest rate movements or the time span within which the movements take
place.
See the Statement of Additional Information for further information about
these instruments and their risks.

SHORT SALES

Twentieth Century's funds described in this prospectus 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 a fund to hedge against price fluctuations by locking
in a sale price for securities it does not wish to sell immediately.
A 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, Twentieth Century may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return and, with
respect to the fixed income funds and the balanced fund, yield and effective
yield.
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. In the case of Cash
Reserve, yield is calculated by measuring the income generated by an investment
in the fund over a seven-day period (net of fund expenses). This income is then
"annualized." That is, the amount of income generated by the investment over the
seven-day period is assumed to be generated over each similar period each week
throughout a full year and is shown as a percentage of the investment. The
"effective yield" is calculated in a similar manner but, when annualized, the
income earned by the investment is assumed to be reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of the
assumed reinvestment.
With respect to Twentieth Century's other fixed income funds and Balanced
Investors, 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

<PAGE>

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 funds 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, the Dow Jones
Industrial Average, Donoghue's Money Fund Average and the Bank Rate Monitor
National Index of 2 1/2-year CD rates. Fund performance may also be compared to
other funds in the Twentieth Century family. It may also be combined or blended
with other funds in the Twentieth Century 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 funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

<PAGE>

HOW TO INVEST WITH TWENTIETH CENTURY
- --------------------------------------------------------------------------------
TWENTIETH CENTURY FAMILY OF FUNDS

INVESTING IN TWENTIETH CENTURY

One or more of the funds offered by this prospectus is available as an
investment option in your employer-sponsored retirement or savings plan. All
orders to purchase shares must be made through your employer. 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 a Twentieth Century fund as
an investment option.
If you have questions about a fund, see "Information About Investment
Policies of the Funds," page 9, or call Twentieth Century's Investors Line at
1-800-345-3533.
Orders to purchase shares are effective on the day Twentieth Century
receives payment. (See "When Share Price is Determined," page 23.)
Twentieth Century may discontinue offering shares generally in the funds or
in any particular state without notice to shareholders.

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

Your plan may permit you to exchange your investment in the shares of a
fund for shares of another fund. See your plan administrator or employee
benefits office for details on the rules in your plan governing exchanges, or
call Twentieth Century's Investors Line at 1-800-345-3533. Exchanges will be
accepted by Twentieth Century only as permitted by your plan.
Exchanges are made at the respective net asset values, next computed after
receipt of the exchange instruction by Twentieth Century. If in any 90-day
period, the total of the exchanges and redemptions from any one plan
participant's accounts in the equity funds or the balanced fund exceeds the
lesser of $250,000 or 1% of a fund's assets, further exchanges will be subject
to special requirements to comply with Twentieth Century's policy on large
equity fund redemptions. (See "Special Requirements for Large Equity Fund
Redemptions," on this page.)

HOW TO REDEEM SHARES

Subject to any restrictions imposed by your employer's plan, you can sell
("redeem") your shares through the plan at their net asset value. Your plan
administrator, trustee, or other designated person must provide Twentieth
Century 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 23.) If you have any questions about how
to redeem, contact your plan administrator or your employee benefits office.

SPECIAL REQUIREMENTS FOR
LARGE EQUITY FUND REDEMPTIONS

Twentieth Century has elected to be governed by Rule 18f-1 under the
Investment Company Act, which obligates each 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, Twentieth Century
reserves 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

<PAGE>

are in computing the fund's net asset value and will be provided to the
redeeming plan participant 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 Twentieth
Century 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,
Twentieth Century does not expect to exercise this option unless a 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, Twentieth Century expects 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.
The special policies with respect to large redemptions described above
apply only to the equity funds and the balanced fund. Redemptions from the fixed
income funds will be paid in cash regardless of the redemption amount.

TELEPHONE SERVICES

INVESTORS LINE

You may reach a Twentieth Century Investor Services Representative by
calling our Investors 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

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ADDITIONAL INFORMATION YOU SHOULD KNOW
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SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is their net asset value next determined after
receipt of your instruction to purchase, convert or redeem. Net asset value is
determined by calculating the total value of a fund's assets, deducting total
liabilities and dividing the result by the number of shares outstanding. Net
asset value is determined on each day that the New York Stock Exchange is open.
Investments and requests to redeem shares will receive the share price next
determined after receipt by Twentieth Century or its authorized agent of the
investment or redemption request. For example, investments and requests to
redeem shares received by Twentieth Century or its authorized agent 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. Redemption 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.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:
The portfolio securities of each fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. If no sale is reported, the mean of the latest bid and asked
price is used. 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 good faith
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.
Pursuant to a determination by Twentieth Century's board of directors that
such value represents fair value, debt securities with maturities of 60 days or
less are valued at amortized cost. When a security is valued at amortized cost,
it is valued at its cost when purchased, and thereafter by assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
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 converted 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
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 a 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 a fund's portfolio may be
affected on days when shares of the fund may not be purchased or redeemed.

<PAGE>

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

DISTRIBUTIONS

In general, distributions from net investment income and net realized
securities gains, if any, generally are declared and paid once a year, but the
funds 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.

EQUITY FUNDS

BALANCED FUND

FIXED INCOME FUNDS

TAXES

Twentieth Century has elected to be taxed under Subchapter M of the
Internal Revenue Code, which means that because Twentieth Century distributes
all of its income, it pays no income taxes.
If you choose to use one or more of Twentieth Century's funds as an
investment option in your employer-sponsored retirement or savings plan, income
and capital gains distributions paid by the funds 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
adviser regarding the tax consequences of participation in the plan,
contributions to, and withdrawals or distributions from the plan.

MANAGEMENT

INVESTMENT MANAGEMENT

<PAGE>

Century Tower, 4500 Main Street, Kansas City, Missouri 64111. Investors Research
has been providing investment advisory services to Twentieth Century since it
was founded in 1958.

Investors Research supervises and manages the investment portfolios of
Twentieth Century and directs the purchase and sale of its investment
securities. Investors Research utilizes teams of portfolio managers, assistant
portfolio managers and analysts acting together to manage the assets of the
funds. The teams meet regularly to review portfolio holdings and to discuss
purchase and sale activity. The teams adjust holdings in the funds' portfolios
as they deem appropriate in pursuit of the funds' investment objectives.
Individual portfolio manager members of the team may also adjust portfolio
holdings of the funds as necessary between team meetings.
The portfolio manager members of the teams managing the funds described in
this prospectus and their work experience for the last five years are as
follows:
JAMES E. STOWERS III, President and Port-folio Manager, joined Twentieth
Century in 1981. He is a member of the teams that manage Growth Investors, Ultra
Investors and Vista Investors.
ROBERT C. PUFF JR., Executive Vice President and Chief Investment Officer,
has been a Portfolio Manager since joining Twentieth Century in 1983. In his
position as Chief Investment Officer, Mr. Puff oversees the investment
activities of all of the teams that manage Twentieth Century funds.
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
Select Investors, Heritage Investors and the equity portion of Balanced
Investors.
CHRISTOPHER K. BOYD, Vice President and Portfolio Manager, joined Twentieth
Century in March 1988 as an Investment Analyst, a position he held until
December 1990. At that time he was promoted to Assistant Portfolio Manager, and
then was promoted to Portfolio Manager in December 1992. He is a member of the
team that manages Growth Investors and Ultra Investors.
GLENN A. FOGLE, Vice President and Portfolio Manager, joined Twentieth
Century in September 1990 as an Investment Analyst, a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista Investors.
DEREK FELSKE, Vice President and Portfolio Manager, joined Twentieth
Century in September 1993 as a Portfolio Manager. He is a member of the team
that manages Growth Investors and Ultra Investors. Prior to joining Twentieth
Century, Mr. Felske served as a member of the portfolio management team of RCM
Capital Management, a San Francisco, California-based investment management
firm, a position he held from May 1991 to September 1993. From September 1989 to
May 1991, Mr. Felske attended the University of Pennsylvania-Wharton School of
Business, where he obtained an MBA in finance.
NANCY B. PRIAL, Vice President and Portfolio Manager, joined Twentieth
Century in February 1994 as a Portfolio Manager. She is a member of the team
that manages Select Investors, Heritage Investors and the equity portion of
Balanced Investors. For more than four years prior to joining Twentieth Century,
Ms. Prial served as Senior Vice President and Portfolio Manager at Frontier
Capital Management Company, Boston, Massachusetts.
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 Limited-Term Bond, Intermediate-Term Bond, Long-Term Bond and the
fixed income portion of Balanced Investors.

<PAGE>

ROBERT V. GAHAGAN, Vice President and Portfolio Manager, has worked for
Twentieth Century since May 1983. He became a Portfolio Manager in December
1991. Prior to that he served as Assistant Portfolio Manager. He is a member of
the team that manages Cash Reserve, U.S. Governments Short-Term and U.S.
Governments Intermediate-Term.

DAVID SCHROEDER, Vice President and Portfolio Manager for BMC, joined BMC
in July 1990. Mr. Schroeder has primary responsibility for the day-to-day
operations of the Benham Treasury Note, Benham Short-Term, and Benham
Long-Term Funds. He also manages Benham Target Maturities Trust.
AMY O'DONNELL joined Benham in 1988, becoming a member of its portfolio
department in 1988. In 1992 she assumed her current position as a portfolio
manager of three Benham funds. She is a member of the team that manages Cash
Reserve.

The activities of Investors Research are subject only to directions of
Twentieth Century's board of directors. Investors Research pays all the expenses
of Twentieth Century except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the services provided to Twentieth Century, Investors Research receives
an annual fee at the following rates:
* 1% of the average net assets of Select, Heritage, Growth, Ultra,
Vista and Balanced;
* .80 of 1% of Long-Term Bond;
* .75 of 1% of the average net assets of U.S. Governments Intermediate-
Term and Intermediate-Term Bond; and
* .70 of 1% of the average net assets of Limited-Term Bond,
Cash Reserve and U.S. Governments Short-Term.
On the first business day of each month, each series of shares 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 funds to Investors Research may be higher
than those paid by many investment companies. However, most if not all of such
companies also pay in addition certain of their own expenses, while virtually
all of Twentieth Century's expenses except as specified above are paid by
Investors Research.

CODE OF ETHICS

TRANSFER AND
ADMINISTRATIVE SERVICES

<PAGE>

or by sponsors of multi mutual fund no- or low-transaction fee programs.
Investors Research may enter into contracts to pay them for such recordkeeping
and administrative services out of its unified management fee.

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.
Twentieth Century is a diversified, open-end management investment company
whose shares are presently held by more than 1.5 million shareholders. Its
business and affairs are managed by its officers under the direction of its
board of directors.
The principal office of Twentieth Century is Twentieth Century Tower,
4500 Main Street, P.O. Box 419200, Kansas City, Missouri 64141-6200. All
inquiries may be made by mail to that address, or by phone to 1-800-345-3533.
(For local Kansas City area or international callers: 816-531-5575.)
Twentieth Century issues 16 series of $.01 par value shares. The assets
belonging to each series of shares are held separately by the custodian, and in
effect each series is a separate fund.
Each share, irrespective of series, is entitled to one vote for each dollar
of net asset value applicable to such share on all questions, except those
matters which must be voted on separately by the series of shares affected.
Matters affecting only one series are voted upon only by that series.
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
Twentieth Century 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 Twentieth Century's bylaws, the
holders of shares representing at least 10% of the votes entitled to be cast may
request Twentieth Century to hold a special meeting of shareholders. Twentieth
Century will assist in the communication with other shareholders.
TWENTIETH CENTURY RESERVES THE RIGHT TO CHANGE ANY OF ITS 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.

<PAGE>

TWENTIETH CENTURY
INVESTORS, INC.
INSTITUTIONAL PROSPECTUS
March 1, 1996

[company logo]
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IN-BKT-4302
9603

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TWENTIETH CENTURY
INVESTORS, INC.

STATEMENT OF ADDITIONAL INFORMATION

MARCH 1, 1996

- --------------------------------------------------------------------------------
This statement is not a prospectus but should be read in conjunction with
Twentieth Century's current prospectuses dated March 1, 1996. Please retain this
document for future reference.
To obtain the prospectus, call Twentieth Century toll-free at
1-800-345-2021 (816-531-5575 for local or international calls), or write to P.O.
Box 419200, Kansas City, Missouri 64141-6200.

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Fixed
Equity Income
Funds Funds Institutional
Page Prospectus Prospectus Prospectus
Herein Page Page Page
<S> <C> <C> <C> <C>

Investment Objectives of the Funds 2 2 2 2
Fundamental Policies of the Funds 2 7 8 9
Investment
Restrictions
Applicable to All Series of Shares 4 -- -- --
Forward Currency Exchange Contracts 6 9 -- 17
An Explanation
of Fixed
Income Securities Ratings 7 -- -- --
Short Sales 8 12 -- 19
Portfolio Turnover 8 10 14 14
Interest Rate Futures
Contracts and Related Options 9 -- 17 18
Municipal Leases 13 -- -- --
Officers and Directors 13 -- -- --
Management 16 28 33 24
Custodians 18 -- -- --
Independent Accountants 18 -- -- --
Capital Stock 18 -- -- --
Brokerage 19 -- -- --
Performance Advertising 20 13 17 19
Redemptions in Kind 22 20 -- 21
Holidays 23 -- -- --
Financial Statements 23 -- -- --

</TABLE>
================================================================================
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<PAGE>

INVESTMENT OBJECTIVES
OF THE FUNDS
The investment objective of each fund comprising Twentieth Century
Investors, Inc. is described on the inside front cover page of the applicable
prospectus. One feature of the various series of shares (funds) merits further
explanation. As described in the equity funds prospectus, the chief investment
difference among Growth, Ultra and Vista, and between Select and Heritage, is
the size of the fund, which affects the nature of the investments in the fund's
portfolio. A smaller fund tends to be more responsive to changes in the value of
its portfolio securities. For example, if a $1,000,000 fund buys $5,000 of stock
which then doubles in value, the value of the fund increases by only one-half of
1%. However, if a $100,000 fund buys $5,000 of such stock which then doubles in
value, the value of the fund increases by 5%, or at a rate 10 times as great. By
the same token, if the value of such stock declines by one-half, the small fund
would decline in value by 2.5%, while the larger fund would decline in value by
only one-half of 1% or at a rate only one-tenth as great. Thus, a small fund
with the same objective as a large fund, and similarly managed, has a greater
potential for profit and for loss as well.

FUNDAMENTAL POLICIES OF THE FUNDS
In achieving their objectives, the funds must conform to certain
fundamental policies that may not be changed without shareholder approval, as
follows:

SELECT, HERITAGE, GROWTH,
ULTRA, VISTA, GIFTRUST AND THE EQUITY INVESTMENTS OF
BALANCED INVESTORS
In general, within the restrictions outlined herein, Twentieth Century
has broad powers with respect to investing funds or holding them uninvested.
Invest-ments are varied according to what is judged advantageous under changing
economic conditions. It will be the policy of Twentieth Century to retain
maximum flexibility in management without restrictive provisions as to the
proportion of one or another class of securities that may be held subject to the
investment restrictions described below. It is management's intention that each
of these portfolios will generally consist of common stocks. However, the
investment manager may invest the assets of each series in varying amounts in
other instruments and in senior securities, such as bonds, debentures, preferred
stocks and convertible issues, when such a course is deemed appropriate in order
to attempt to attain its financial objectives. Senior securities that, in the
opinion of management, are high-grade issues may also be purchased for defensive
purposes. [Note: The above statement of fundamental policy gives Twentieth
Century authority to invest in securities other than common stocks and
traditional debt and convertible issues. Though the funds have not made such
investments in the past, management may invest in master limited partnerships
(other than real estate partnerships) and royalty trusts which are traded on
domestic stock exchanges when such investments are deemed appropriate for the
attainment of the funds' investment objectives.]

BALANCED INVESTORS
Management will invest approximately 60% of the Balanced portfolio in
common stocks and the balance in fixed income securities. Common stock
investments are described above. At least 80% of the fixed income assets will be
invested in securities that are rated at the time of purchase by a
nationallyrecognized statistical rating organization to be within the three
highest categories. The fund may invest in securities of the United States
government and its agencies and instrumentalities, corporate, sovereign
government, municipal, mortgage-backed, and other asset-backed securities. It
can be expected that management will invest from time to time in bonds and
preferred stock convertible into common stock.

CASH RESERVE
Management will invest the Cash Reserve portfolio in debt securities
payable in United States currency. Such securities may be obligations issued or
guaranteed by the United States government or its agencies and instrumentalities
or obligations issued

<PAGE>

by corporations and others, including repurchase agreements, of such quality and
with such maturities to permit Cash Reserve to be designated as a money market
fund and to enable it to maintain a stable offering price per share.
The fund operates pursuant to a rule under the Investment Company Act
that permits valuation of portfolio securities on the basis of amortized cost.
As required by the rule, the board of directors has adopted procedures designed
to stabilize, to the extent reasonably possible, the fund's price per share as
computed for the purpose of sales and redemptions at $1.00. While the day-to-day
operation of the fund has been delegated to the manager, the quality
requirements established by the procedures limit investments to certain United
States dollar-denominated instruments which the board of directors has
determined present minimal credit risks and which have been rated in one of the
two highest rating categories as determined by a nationally recognized
statistical rating organization or, in the case of an unrated security, of
comparable quality. The procedures require review of the fund's portfolio
holdings at such intervals as are reasonable in light of current market
conditions to determine whether the fund's net asset value calculated by using
available market quotations deviates from the per-share value based on amortized
cost. The procedures also prescribe the action to be taken if such deviation
should occur.

U.S. GOVERNMENTS SHORT-TERM AND
U.S. GOVERNMENTS INTERMEDIATE-TERM
Management will invest the portfolios of U.S. Governments Short-Term
and U.S. Governments Intermediate-Term in direct obligations of the United
States, such as Treasury bills, Treasury notes and U.S. government bonds, that
are supported by the full faith and credit of the United States. Manage-ment may
also invest in agencies and instrumentalities of the United States government
that are established under the authority of an act of Congress. The securities
of some of such agencies and instrumentalities are supported by the full faith
and credit of the United States Treasury; others are supported by the right of
the issuer to borrow from the Treasury; still others are supported only by the
credit of the instrumentality. Such agencies and instrumentalities include, but
are not limited to, the Government National Mortgage Association, Federal
National Mortgage Association, Federal Home Loan Mortgage Corporation, Student
Loan Marketing Association, Federal Farm Credit Banks, Federal Home Loan Banks,
and Resolution Funding Corporation. Purchase of such securities may be made
outright or on a when-issued basis and may be made subject to repurchase
agreements.

LIMITED-TERM BOND,
INTERMEDIATE-TERM BOND
AND LONG-TERM BOND
Management will invest the portfolios of the corporate bond funds in
high- and medium-grade debt securities payable in United States currency. The
funds may invest in securities that, at the time of purchase, are rated by a
nationally recognized statistical rating organization or, if not rated, are of
equivalent investment quality as determined by the management, as follows:
short-term notes within the two highest categories; corporate, sovereign
government and municipal bonds within the four highest categories; securities of
the United States government and its agencies and instrumentalities; and other
types of securities rated at least P-2 by Moody's or A-2 by S&P. The funds may
also purchase securities under repurchase agreements as described in the
prospectus and purchase and sell interest rate futures contracts and related
options. (See "Interest Rate Futures Contracts and Related Options," page 9.)

TAX-EXEMPT SHORT-TERM,
TAX-EXEMPT INTERMEDIATE-TERM
AND TAX-EXEMPT LONG-TERM
Management will invest the tax-exempt portfolios in high- and
medium-grade securities. At least 80% of each fund's net assets will be invested
in securities whose income is not subject to federal income taxes, including the
alternative minimum tax.
The two principal classifications of tax-exempt securities are notes
and bonds. Tax-exempt notes are of short maturity, generally less than three
years, and are issued to provide for short-term

<PAGE>

capital needs. These include tax anticipation notes and revenue anticipation
notes, among others, as well as tax-exempt commercial paper. Tax-exempt bonds,
which meet long-term capital needs, generally have maturities longer than one
year. The two categories of tax-exempt bonds, general obligation and revenue,
may be held by the funds in any proportion. General obligation bonds are secured
by the issuer's pledge of its full faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable from the revenue
derived from a project or facility or from the proceeds of a specific revenue
source, but not from the general taxing power. Industrial development revenue
bonds are a type of revenue bond secured by payments from a private user, and
generally do not enjoy a call upon the resources of the municipality that issued
the bond on behalf of the user.
The funds may invest in fixed-, floating- and variable-rate securities.
Fixed-rate securities pay interest at the fixed rate until maturity. Floating-
and variable-rate securities normally have a stated maturity in excess of one
year, but may have a provision permitting the holder to demand payment of
principal and interest upon not more than seven days' notice. Floating rates of
interest are tied to a percentage of a designated base rate, such as rates on
Treasury bills or the prime rate at a major bank, and change whenever the
designated rate changes. Variable-rate securities provide for a periodic
adjustment in the rate.
For the purpose of determining the maturity of an individual security
or the average weighted portfolio maturity of one of the funds, management shall
consider the maturity to be the shorter of final maturity, the remaining
expected average life of a sinking fund bond, the remaining time until a
mandatory put date, the time until payment as the result of exercising a put or
demand-for-payment option, or the remaining time until the pre-refunding payment
date of a security whose redemption on a call date in advance of final maturity
is assured through contractual agreement and with high-quality collateral in
escrow.
The funds may invest in securities that, at the time of purchase, are
rated by a nationally recognized statistical rating organization or, if not
rated, are of equivalent investment quality as determined by the management, as
follows: short-term notes within the two highest categories, bonds within the
four highest categories, and other types of securities rated at least P-2 by
Moody's or A-2 by S&P. The funds may invest more than 25% of their assets in
industrial development revenue bonds. Each of the funds may invest in interest
rate futures contracts and related options. (See "Interest Rate Futures
Contracts and Related Options," page 9.)

LONG-TERM BOND, TAX-EXEMPT SHORT-TERM, TAX-EXEMPT
INTERMEDIATE-TERM AND TAX-EXEMPT LONG-TERM
Long-Term Bond, Tax-Exempt Short-Term, Tax-Exempt Intermediate-Term and
Tax-Exempt Long-Term (the funds) may buy and sell interest rate futures
contracts relating to debt securities ("debt futures," i.e., futures relating to
debt securities, and "bond index futures," i.e., futures relating to indexes on
types or groups of bonds) and write and buy put and call options relating to
interest rate futures contracts for the purpose of hedging against (i) declines
or possible declines in the market value of debt securities or (ii) inability to
participate in advances in the market values of debt securities at times when
the funds are not fully invested in long-term debt securities; provided that,
the funds may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on a fund's
existing futures positions and premiums paid for related options would exceed 5%
of the fund's assets.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL SERIES OF SHARES
Additional fundamental policies that may be changed
only with shareholder approval provide that each series of
shares:
(1) Shall not invest more than 15% of its assets in illiquid
investments, except for any fund intended to be a money market fund,
which shall not invest more than 10% of its assets in illiquid
investments.
(2) Shall not invest in the securities of companies that, including
predecessors, have a record of less than three years of continuous
operation.
(3) Shall not lend its portfolio securities except

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to unaffiliated persons, and is subject to the rulesand regulations
adopted under the InvestmentCompany Act. No such rules and regulations
have been promulgated, but it is the corporation's policy that such
loans must be secured continuously by cash collateral maintained on a
current basis in an amount at least equal to the market value of the
securities loaned, or by irrevocable letters of credit. During the
existence of the loan, the corporation must continue to receive the
equivalent of the interest and dividends paid by the issuer on the
securities loaned and interest on the investment of the collateral; the
corporation must have the right to call the loan and obtain the
securities loaned at any time on five days' notice, including the right
to call the loan to enable the corporation to vote the securities. To
comply with the regulations of certainstate securities administrators,
such loans may not exceed one-third of the corporation's net assets
taken at market. It is the policy of the corporation not to permit
interest on loaned securities of any series to exceed 10% of the annual
gross income of that series (without offset for realized capital
gains).
(4) Shall not purchase the security of any one issuer if such purchase
would cause more than 5% of the corporation's assets at market to be
invested in the securities of such issuer, exceptUnited States
government securities, or if the purchase would cause more than 10% of
the outstanding voting securities of any one issuer to be held in the
corporation's portfolio.
(5) Shall not invest for control or for management, or concentrate its
investment in a particular company or a particular industry. No more
than 25% of the assets of each series, exclusive of cash and government
securities, will be invested in securities of any one industry. The
corporation's policy in this respect includes the statement, "The
management's definition of the phrase `any one industry'shall be
conclusive unless clearly unreasonable." That statement may be
ineffective because it may be an attempt to waive a provision of the
law, and such waivers are void.
(6) Shall not buy securities on margin nor sell short (unless it owns,
or by virtue of its ownership of, other securities has the right to
obtain securities equivalent in kind and amount to the securities
sold); however, the corporation's fundmay make margin deposits in
connection with the use of any financial instrument or any transaction
in securities permitted by their fundamental policies.
(7) Shall not invest in the securities of other investment companies
except by purchases in the open market involving only customary
brokers'commissions and no sales charges.
(8) Shall not issue any senior security.
(9) Shall not underwrite any securities.
(10) Shall not purchase or sell real estate. (In the opinion of
management, this restriction will not preclude the corporation from
investing in securities of corporations that deal in real estate.)
(11) Shall not purchase or sell commodities or commodity contracts;
except that Limited-Term Bond, Intermediate-Term Bond, Long-Term Bond,
Tax-Exempt Short-Term, Tax-Exempt Intermediate-Term and Tax-Exempt
Long-Term may, for non-speculative purposes, buy or sell interest rate
futures contracts on debt securities (debt futures and bond index
futures) and related options.
(12) Shall not borrow any money with respect to any series of its
stock, except in an amount not in excess of 5% of the total assets of
the series, and then only for emergency and extraordinary purposes;
this does not prohibit the escrow and collateral arrangements in
connection with investment in interest rate futures contracts and
related options by Limited-Term Bond, Intermediate-Term Bond, Long-Term
Bond, Tax-Exempt Short-Term, Tax-Exempt Intermediate-Term and
Tax-Exempt Long-Term.
The Investment Company Act imposes certain additional restrictions upon
acquisition by the corporation of securities issued by insurance companies,
brokers, dealers, underwriters or investment advisers, and upon transactions
with affiliated persons as therein defined. It also defines and forbids the
creation of cross and circular ownership. Neither the Securities and Exchange
Commission nor any other agency of the federal government participates in or
supervises the corporation's management or its investment practices or policies.
To comply with the requirements of a state

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securities administrator, the corporation has agreed not to invest in oil, gas
or other mineral leases, or in warrants, except that the corporation may
purchase securities with warrants attached.

FORWARD CURRENCY EXCHANGE CONTRACTS
The funds conduct their foreign currency exchange transactions either
on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market, or through entering into forward foreign currency exchange
contracts to purchase or sell foreign currencies.
The funds expect to use forward contracts under two circumstances:
(1) When the manager wishes to "lock in" the U.S. dollar price of a
security when a fund is purchasing or selling a security denominated in
a foreign currency, the fund would be able to enter into a forward
contract to do so;
(2) When the manager believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, a
fund would be able to enter into a forward contract to sell foreign
currency for a fixed U.S. dollar amount approximating the value of some
or all of its fund's portfolio securities either denominated in, or
whose value is tied to, such foreign currency.
As to the first circumstance, when a fund enters into a trade for the
purchase or sale of a security denominated in a foreign currency, it may be
desirable to establish (lock in) the U.S. dollar cost or proceeds. By entering
into forward contracts in U.S. dollars for the purchase or sale of a foreign
currency involved in an underlying security transaction, the fund will be able
to protect itself against a possible loss between trade and settlement dates
resulting from the adverse change in the relationship between the U.S. dollar at
the subject foreign currency.
Under the second circumstance, when the manager believes that the
currency of a particular country may suffer a substantial decline relative to
the U.S. dollar, a fund could enter into a foreign contract to sell for a fixed
dollar amount the amount in foreign currencies approximating the value of some
or all of its portfolio securities either denominated in, or whose value is tied
to, such foreign currency. The fund will place cash or high-grade liquid
securities in a separate account with its custodian in an amount sufficient to
cover its obligation under the contract. If the value of the securities placed
in the separate account declines, additional cash or securities will be placed
in the account on a daily basis so that the value of the account equals the
amount of the fund's commitments with respect to such contracts.
The precise matching of forward contracts in the amounts and values of
securities involved would not generally be possible since the future values of
such foreign currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of short-term hedging strategy
is highly uncertain. The manager does not intend to enter into such contracts on
a regular basis. Normally, consideration of the prospect for currency parities
will be incorporated into the long-term investment decisions made with respect
to overall diversification strategies. However, the manager believes that it is
important to have flexibility to enter into such forward contracts when it
determines that a fund's best interests may be served.
Generally, a fund will not enter into a forward contract with a term of
greater than one year. At the maturity of the forward contract, the fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate the obligation to deliver the foreign
currency by purchasing an "offsetting" forward contract with the same currency
trader obligating the fund to purchase, on the same maturity date, the same
amount of the foreign currency.
It is impossible to forecast with absolute precision the market value
of portfolio securities at the expiration of the forward contract. Accordingly,
it may be necessary for a fund to purchase additional foreign currency on the
spot market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency the fund is obligated to deliver.

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AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS
As described in the applicable prospectus, certain of the funds will
have, at any given time, investments in fixed income securities. Those
investments, however, are subject to certain credit quality restrictions, as
noted in the applicable prospectus. The following is a description of the rating
categories referenced in the prospectus fund disclosure.
The following summarizes the highest four ratings used by Standard &
Poor's Corporation ("S&P") for bonds:
AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay interest and repay principal.
AA - Debt rated AA is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only in a 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 BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas 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.
To provide more detailed indications of credit quality, the AA, A and
BBB ratings may be modified by the addition of a plus or minus sign to show
relative standing within these major rating categories.
Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.
The rating SP-1 is the highest rating assigned by S&P to municipal
notes and indicates very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety characteristics
are given a plus (+) designation.
The following summarizes the highest four ratings
used by Moody's Investors Service, Inc. ("Moody's") for
bonds:
Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large, or by an
exceptionally stable, margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Debt which is rated A possesses many favorable investment attributes and
is to be considered as an upper medium-grade obligation. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa - Debt which is rated Baa is considered as a medium-grade obligation,
i.e., it is neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such debt lacks outstanding investment
characteristics and in fact has speculative characteristics as well.
Moody's applies numerical modifiers (1, 2 and 3) with respect to bonds
rated Aa, A and Baa. The modifier 1 indicates that the bond being rated ranks in

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the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the bond ranks in the lower
end of its generic rating category.
The rating Prime-1 or P-1 is the highest commercial paper rating
assigned by Moody's. Issuers rated Prime-1 (or related supporting institutions)
are considered to have a superior capacity for repayment of short-term
promissory obligations. Issuers rated Prime-2 or P-2 (or related supporting
institutions) are considered to have a strong capacity for repayment of
short-term promissory obligations. This will normally be evidenced by many of
the characteristics of issuers rated Prime-1 but to a lesser degree. 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.
The following summarized the highest rating used by Moody's for
short-term notes and variable rate demand obligations:
MIG-1; VMIG-1 - Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.

SHORT SALES
Twentieth Century's common stock funds and the balanced 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.
In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. To make delivery to the purchaser, the executing broker borrows the
securities being sold short on behalf of the seller. While the short position is
maintained, the seller collateralizes its obligation to deliver the securities
sold short in an amount equal to the proceeds of the short sale plus an
additional margin amount established by the Board of Governors of the Federal
Reserve. If a fund engages in a short sale the collateral account will be
maintained by the fund's custodian. While the short sale is open, the fund will
maintain in a segregated custodial account an amount of securities convertible
into, or exchangeable for, such equivalent securities at no additional cost.
These securities would constitute the fund's long position.
A fund may make a short sale, as described above, 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. In such a case, any future losses in the fund's long
position should be reduced by a gain in the short position. The extent to which
such gains or losses are reduced would depend upon the amount of the security
sold short relative to the amount the fund owns. There will be certain
additional transaction costs associated with short sales, but the fund will
endeavor to offset these costs with income from the investment of the cash
proceeds of short sales.

PORTFOLIO TURNOVER
The portfolio turnover rates of the funds are shown in the Financial
Highlights table in the prospectuses.
With respect to each series of shares, the management will purchase and
sell securities without regard to the length of time the security has been held
and, accordingly, it can be expected that the rate of portfolio turnover may be
substantial. The corporation intends to purchase a given security whenever
management believes it will contribute to the stated objective of the series,
even if the same security has only recently been sold. In selling a given
security, management keeps in mind that (1) profits from sales of securities
held less than three months must be limited in order to meet the requirements of
Subchapter M of the Internal Revenue Code, and (2) profits from sales of
securities are taxed to shareholders as ordinary income. Subject to those
considerations, the corporation will sell a given security, no matter for how
long or for

<PAGE>

how short a period it has been held in the portfolio, and no matter whether the
sale is at a gain or at a loss, if the management believes that it is not
fulfilling its purpose, either because, among other things, it did not live up
to management's expectations, or because it may be replaced with another
security holding greater promise, or because it has reached its optimum
potential, or because of a change in the circumstances of a particular company
or industry or in general economic conditions, or because of some combination of
such reasons.
When a general decline in security prices is anticipated, the equity
funds may decrease or eliminate entirely their equity positions and increase
their cash positions, and when a rise in price levels is anticipated, the equity
funds may increase their equity positions and decrease their cash positions.
However, these funds have followed the practice of remaining essentially fully
invested in equity securities.
Since investment decisions are based on the anticipated contribution of
the security in question to the corporation's objectives, the rate of portfolio
turnover is irrelevant when management believes a change is in order to achieve
those objectives, and the corporation's annual portfolio turnover rate cannot be
anticipated and may be comparatively high. This disclosure regarding portfolio
turnover is a statement of fundamental policy and may be changed only by a vote
of the shareholders.
Since the management does not take portfolio turnover rate into account
in making investment decisions, (1) the management has no intention of
accomplishing any particular rate of portfolio turnover, whether high or low,
and (2) the portfolio turnover rates in the past should not be considered as a
representation of the rates which will be attained in the future.

INTEREST RATE FUTURES CONTRACTS AND RELATED OPTIONS
Limited-Term Bond, Intermediate-Term Bond, Long-Term Bond, Tax-Exempt
Short-Term, Tax-Exempt Intermediate-Term and Tax-Exempt Long-Term (the funds)
may buy and sell interest rate futures contracts relating to debt securities
("debt futures," i.e., futures relating to debt securities, and "bond index
futures," i.e., futures relating to indexes on types or groups of bonds) and
write and buy put and call options relating to interest rate futures contracts.
A fund will not purchase or sell futures contracts and options thereon
for speculative purposes but rather only for the purpose of hedging against
changes in the market value of its portfolio securities or changes in the market
value of securities that Investors Research Corporation (manager) anti-cipates
that it may wish to include in the portfolio of a fund. A fund may sell a future
or write a call or purchase a put on a future if the manager anticipates that a
general market or market sector decline may adversely affect the market value of
any or all of the fund's holdings. A fund may buy a future or purchase a call or
sell a put on a future if the manager anticipates a significant market advance
in the type of securities it intends to purchase for the fund's portfolio at a
time when the fund is not invested in debt securities to the extent permitted by
its investment policies. A fund may purchase a future or a call option thereon
as a temporary substitute for the purchase of individual securities which may
then be purchased in an orderly fashion. As securities are purchased,
corresponding futures positions would be terminated by offsetting sales.
The "sale" of a debt future means the acquisition by the fund of an
obligation to deliver the related debt securities (i.e., those called for by the
contract) at a specified price on a specified date. The "purchase" of a debt
future means the acquisition by the fund of an obligation to acquire the related
debt securities at a specified time on a specified date. The "sale" of a bond
index future means the acquisition by the fund of an obligation to deliver an
amount of cash equal to a specified dollar amount times the difference between
the index value at the close of the last trading day of the future and the price
at which the future is originally struck. No physical delivery of the bonds
making up the index is expected to be made. The "purchase" of a bond index
future means the acquisition by the fund of an obligation to take delivery of
such an amount of cash.
Unlike when the fund purchases or sells a bond, no price is paid or
received by the fund upon the

<PAGE>

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. Cash held in the margin
account is not income producing. Subsequent payments, called variation margin,
to and from the broker, 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 mark to the 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 that will operate to terminate its position in the future. 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 a
gain.
When a fund writes an option on a futures contract it becomes
obligated, in return for the premium paid, to assume a position in a futures
contract at a specified exercise price at any time during the term of the
option. If a fund has written a call, it becomes obligated to assume a "long"
position in a futures contract, which means that it is required to take delivery
of the underlying securities. If it has written a put, it is obligated to assume
a "short" position in a futures contract, which means that it is required to
deliver the underlying securities. When the fund purchases an option on a
futures contract it acquires a right in return for the premium it pays to assume
a position in a futures contract.
If a fund writes an option on a futures contract it will be required to
deposit initial and variation margin pursuant to requirements similar to those
applicable to futures contracts. Premiums received from the writing of an option
on a future are included in the initial margin deposit.
For options sold, the fund will segregate cash or high-quality debt
securities equal to the value of securities underlying the option unless the
option is otherwise covered.
A fund will deposit in a segregated account with its custodian bank
high-quality debt obligations maturing in one year or less, or cash, in an
amount equal to the fluctuating market value of long futures contracts it has
purchased less any margin deposited on its long position. It may hold cash or
acquire such debt obligations for the purpose of making these deposits.
Changes in variation margin are recorded by a fund as unrealized gains
or losses. Initial margin payments will be deposited in the fund's custodian
bank in an account registered in the broker's name; access to the assets in that
account may be made by the broker only under specified conditions. At any time
prior to expiration of a futures contract or an option thereon, a fund may elect
to close the position by taking an opposite position that will operate to
terminate its position in the futures contract or option. A final determination
of variation margin is made at that time; additional cash is required to be paid
by or released to it and it realizes a loss or gain.
Although futures contracts by their terms call for the actual delivery
or acquisition of the underlying securities or cash, in most cases the
contractual obligation is so fulfilled without having to make or take delivery.
The funds do not intend to make or take delivery of the underlying obligation.
All transactions in futures contracts and options thereon are made, offset or
fulfilled through a clearinghouse associated with the exchange on which the
instruments are traded. Although the funds intend to buy and sell futures
contracts only on exchanges where there appears to be an active secondary
market, there is no assurance that a liquid secondary market will exist for any
particular future at any particular time. In such event, it may not be possible
to close a futures contract position. Similar market liquidity risks occur with
respect to options.
The use of futures contracts and options thereon to attempt to protect
against the market risk of a decline in the value of portfolio securities is
referred to as having a "short futures position." The use of futures contracts
and options thereon to attempt to protect against the market risk that a fund
might not be fully invested at a time when the value of the securities in which
it invests is increasing is referred to as having a "long futures position." The
funds must operate within certain restrictions as to long and short positions in
futures contracts and options thereon under a rule (CFTC Rule) adopted by the
Commodity Futures Trading Commission (CFTC)

<PAGE>

under the Commodity Exchange Act (CEA) to be eligible for the exclusion provided
by the CFTC Rule from registration by the fund with the CFTC as a "commodity
pool operator" (as defined under the CEA), and must represent to the CFTC that
it will operate within such restrictions. Under these restrictions a fund will
not, as to any positions, whether long, short or a combination thereof, enter
into futures contracts and options thereon for which the aggregate initial
margins and premiums exceed 5% of the fair market value of the fund's assets
after taking into account unrealized profits and losses on options the fund has
entered into; in the case of an option that is "in-the-money" (as defined under
the CEA), the in-the-money amount may be excluded in computing such 5%. (In
general, a call option on a futures contract is in-the-money if the value of the
future exceeds the strike, i.e., exercise, price of the call; a put option on a
futures contract is in-the-money if the value of the futures contract that is
the subject of the put is exceeded by the strike price of the put.) Under the
restrictions, a fund also must, as to short positions, use futures contracts and
options thereon solely for bona fide hedging purposes within the meaning and
intent of the applicable provisions under the CEA. As to its long positions that
are used as part of a fund's portfolio strategy and are incidental to the fund's
activities in the underlying cash market, the "underlying commodity value" (see
below) of the fund's futures contract and options thereon must not exceed the
sum of (i) cash set aside in an identifiable manner, or short-term U.S. debt
obligations or other U.S. dollar-denominated, high-quality, short-term money
market instruments so set aside, plus any funds deposited as margin; (ii) cash
proceeds from existing investments due in 30 days; and (iii) accrued profits
held at the futures commission merchant. [There are described above the
segregated accounts that a fund must maintain with its custodian bank as to its
options and futures contracts activities due to Securities and Exchange
Commis-sion (SEC) requirements. The fund will, as to its long positions, be
required to abide by the more restrictive of these SEC and CFTC requirements.]
The underlying commodity value of a futures contract is computed by multiplying
the size (dollar amount) of the futures contract by the daily settlement price
of the futures contract. For an option on a futures contract, that value is the
underlying commodity value of the future underlying the option.
Since futures contracts and options thereon can replicate movements in
the cash markets for the securities in which a fund invests without the large
cash investments required for dealing in such markets, they may subject a fund
to greater and more volatile risks than might otherwise be the case. The
principal risks related to the use of such instruments are (i) the offsetting
correlation between movements in the market price of the portfolio investments
(held or intended) being hedged and in the price of the futures contract or
option may be imperfect; (ii) possible lack of a liquid secondary market for
closing out futures or options positions; (iii) the need for additional
portfolio management skills and techniques; (iv) losses due to unanticipated
market price movements; and (v) the bankruptcy or failure of a futures
commission merchant holding margin deposits made by the funds and the funds'
inability to obtain repayment of all or part of such deposits. For a hedge to be
completely effective, the price change of the hedging instrument should equal
the price change of the security being hedged. Such equal price changes are not
always possible because the investment underlying the hedging instrument may not
be the same investment that is being hedged. The manager will attempt to create
a closely correlated hedge, but hedging activity may not be completely
successful in eliminating market value fluctuation. The ordinary spreads between
prices in the cash and futures markets, due to the differences in the natures of
those markets, are subject to the following factors which may create
distortions. First, all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into off-setting transactions rather than making or taking
delivery. To the extent participants decide to make or

<PAGE>

take delivery, liquidity in the futures market could be reduced, thus producing
distortion. Third, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions. Due to the possibility of
distortion, a correct forecast of general interest trends by the manager may
still not result in a successful transaction. The manager may be incorrect in
its expectations as to the extent of various interest rate movements or the time
span within which the movements take place.
The risk of imperfect correlation between movements in the price of a
bond index future and movements in the price of the securities that are the
subject of the hedge increases as the composition of a fund's portfolio diverges
from the securities included in the applicable index. The price of the bond
index future may move more than or less than the price of the securities being
hedged. If the price of the bond index future moves less than the price of the
securities that are the subject of the hedge, the hedge will not be fully
effective, but if the price of the securities being hedged has moved in an
unfavorable direction, the fund would be in a better position than if it had not
hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the futures
contract. If the price of the futures contract moves more than the price of the
security, a fund will experience either a loss or a gain on the futures contract
that will not be completely offset by movements in the price of the securities
that are the subject of the hedge. To compensate for the imperfect correlation
of movements in the price of the securities being hedged and movements in the
price of the bond index futures, a fund may buy or sell bond index futures in a
greater dollar amount than the dollar amount of securities being hedged if the
historical volatility of the prices of such securities being hedged is less than
the historical volatility of the bond index. It is also possible that, where a
fund has sold futures contracts to hedge its securities against a decline in the
market, the market may advance and the value of securities held in the portfolio
may decline. If this occurred, a fund would lose money on the futures contract
and also experience a decline in value in its portfolio securities. However,
while this could occur for a brief period or to a very small degree, over time
the value of a portfolio of debt securities will tend to move in the same
direction as the market indexes upon which the futures contracts are based.
Where bond index futures are purchased to hedge against a possible
increase in the price of bonds before a fund is able to invest in securities in
an orderly fashion, it is possible that the market may decline instead; if the
fund then concludes not to invest in securities at that time because of concern
as to possible further market decline or for other reasons, it will realize a
loss on the futures contract that is not offset by a reduction in the price of
the securities it had anticipated purchasing.
The risks of investment in options on bond indexes may be greater than
options on securities. Because exercises of bond index options are settled in
cash, when a fund writes a call on a bond index it cannot provide in advance for
its potential settlement obligations by acquiring and holding the underlying
securities. A fund can offset some of the risk of its writing position by
holding a portfolio of bonds similar to those on which the underlying index is
based. However, a fund cannot, as a practical matter, acquire and hold a
portfolio containing exactly the same securities as the underlying index and, as
a result, bears a risk that the value of the securities held will vary from the
value of the index. Even if a fund could assemble a portfolio that exactly
reproduced the composition of the underlying index, it still would not be fully
covered from a risk standpoint because of the "timing risk" inherent in writing
index options. When an index option is exercised, the amount of cash that the
holder is entitled to receive is determined by the difference between the
exercise price and the closing index level on the date when the option is
exercised. As with other kinds of options, a fund, as the call writer, will not
learn that it has been assigned until the next business day at the earliest. The
time lag between exercise and notice of assignment poses no risk for the writer
of a covered call on a specific underlying security because there,

<PAGE>

the writer's obligation is to deliver the underlying security, not to pay its
value as of a fixed time in the past. So long as the writer already owns the
underlying security, it can satisfy its settlement obligations by simply
delivering it, and the risk that its value may have declined since the exercise
date is borne by the exercising holder. In contrast, even if the writer of an
index call holds securities that exactly match the composition of the underlying
index, it will not be able to satisfy its assignment obligations by delivering
those securities against payment of the exercise price. Instead, it will be
required to pay cash in an amount based on the closing index value of the
exercise date; and by the time it learns that it has been assigned, the index
may have declined with a corresponding decline in the value of its portfolio.
This "timing risk" is an inherent limitation on the ability of index call
writers to cover their risk exposure by holding securities positions.
If a fund has purchased an index option and exercises it before the
closing index value for that day is available, it runs the risk that the level
of the underlying index may subsequently change. If such a change causes the
exercised option to fall out-of-the-money, the fund exercising the option must
pay the difference between the closing index value and the exercise price of the
option (times the applicable multiplier) to the assigned writer.

MUNICIPAL LEASES
The tax-exempt funds may invest in municipal lease obligations and
certificates of participation in such obligations (collectively, lease
obligations). A lease obligation does not constitute a general obligation of the
municipality for which the municipality's taxing power is pledged, although the
lease obligation is ordinarily backed by the municipality's covenant to budget
for the payments due under the lease obligation.
Certain lease obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease obligation
payments in future years unless money is appropriated for such purpose on a
yearly basis. Although "non-appropriation" lease obligations are secured by the
leased property, disposition of the property in the event of foreclosure might
prove difficult. In evaluating a potential investment in such a lease
obligation, management will consider: (i) the credit quality of the obligor,
(ii) whether the underlying property is essential to a governmental function,
and (iii) whether the lease obligation contains covenants prohibiting the
obligor from substituting similar property if the obligor fails to make
appropriations for the lease obligation.
Municipal lease obligations may be determined to be liquid in
accordance with the guidelines established by the funds' board of directors for
purposes of complying with the funds' investment restrictions. In determining
the liquidity of a lease obligation, the manager will consider: (1) the
frequency of trades and quotes for the lease obligation, (2) the number of
dealers willing to purchase or sell the lease obligation and the number of other
potential purchasers, (3) dealer undertakings to make a market in the lease
obligation, (4) the nature of the marketplace trades, including the time needed
to dispose of the lease obligation, the method of soliciting offers, and the
mechanics of transfer, (5) whether the lease obligation is of a size that will
be attractive to institutional investors, (6) whether the lease obligation
contains a non-appropriation clause and the likelihood that the obligor will
fail to make an appropriation therefore, and (7) such other factors as the
manager may determine to be relevant to such determination.

OFFICERS AND DIRECTORS
The principal officers and directors of the corporation, their
principal business experience during the past five years, and their affiliations
with Investors Research Corporation and its affiliated companies are listed
below. Unless otherwise noted, the business address of each director and officer
is 4500 Main Street, Kansas City, Missouri 64111. Those directors who are
"interested persons" as defined in the Investment Company Act are indicated by
an asterisk (*).
JAMES E. STOWERS JR.,* chairman, principal executive officer and
director; chairman, director and controlling shareholder of Twentieth Century
Companies, Inc., parent corporation of Investors

<PAGE>

Research Corporation and Twentieth Century Services, Inc.; chairman and director
of Investors Research Corporation, Twentieth Century Services, Inc., TCI
Portfolios, Inc., Twentieth Century World Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc. and Twentieth
Century Strategic Asset Allocations, Inc.
JAMES E. STOWERS III,* president and director; president and director,
TCI Portfolios, Inc., Twentieth Century World Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc., Twentieth
Century Strategic Asset Allocations, Inc., Twentieth Century Companies, Inc.,
Investors Research Corporation and Twentieth Century Services, Inc.
THOMAS A. BROWN, director; 2029 Wyandotte, Kansas City, Missouri; chief
executive officer, Associated Bearing Company, a corporation engaged in the sale
of bearings and power transmission products; director, TCI Portfolios, Inc.,
Twentieth Century World Investors, Inc., Twentieth Century Premium Reserves,
Inc., Twentieth Century Capital Portfolios, Inc. and Twentieth Century Strategic
Asset Allocations, Inc.
ROBERT W. DOERING, M.D., director; 6406 Prospect, Kansas City,
Missouri; general surgeon; director, TCI Portfolios, Inc., Twentieth Century
World Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth
Century Capital Portfolios, Inc. and Twentieth Century Strategic Asset
Allocations, Inc.
LINSLEY L. LUNDGAARD, director; 18648 White Wing Drive, Rio Verde,
Arizona; retired; formerly vice president and national sales manager, Flour
Milling Division, Cargill, Inc.; director, TCI Portfolios, Inc., Twentieth
Century World Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Capital Portfolios, Inc. and Twentieth Century Strategic Asset
Allocations, Inc.
DONALD H. PRATT, director; P.O. Box 419917, Kansas City, Missouri;
president, Butler Manufacturing Company; director, Twentieth Century World
Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century
Capital Portfolios, Inc., TCI Portfolios, Inc. and Twentieth Century Strategic
Asset Allocations, Inc.
LLOYD T. SILVER JR., director; 2300 West 70th Terrace, Mission Hills,
Kansas; president, LSC, Inc., manufacturer's representative; director, TCI
Portfolios, Inc., Twentieth Century World Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century Capital Portfolios, Inc. and Twentieth
Century Strategic Asset Allocations, Inc.
M. JEANNINE STRANDJORD, director; 2330 Shawnee Mission Parkway,
Westwood, Kansas; senior vice president and treasurer, Sprint Corporation;
director, Twentieth Century World Investors, Inc., Twentieth Century Premium
Reserves, Inc., Twentieth Century Capital Portfolios, Inc., TCI Portfolios, Inc.
and Twentieth Century Strategic Asset Allocations, Inc.
JOHN M. URIE, director; 5511 NW Flint Ridge Road, Kansas City,
Missouri; consultant; formerly, director of finance, City of Kansas City,
Missouri; director, TCI Portfolios, Inc., Twentieth Century World Investors,
Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century Capital
Portfolios, Inc. and Twentieth Century Strategic Asset Allocations, Inc.
WILLIAM M. LYONS, executive vice president, secretary and general
counsel; executive vice president, secretary and general counsel, Twentieth
Century World Investors, Inc. and Twentieth Century Strategic Asset Allocations,
Inc.; executive vice president and general counsel, TCI Portfolios, Inc.,
Twentieth Century Premium Reserves, Inc., Twentieth Century Capital Portfolios,
Inc., Twentieth Century Companies, Inc., Investors Research Corporation and
Twentieth Century Services, Inc.
ROBERT T. JACKSON, executive vice president and principal financial
officer; treasurer, Twentieth Century Companies, Inc. and Investors Research
Corporation; executive vice president and treasurer, Twentieth Century Services,
Inc.; executive vice president-finance, TCI Portfolios, Inc., Twentieth Century
World Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth
Century Capital Portfolios, Inc. and Twentieth Century Strategic Asset
Allocations, Inc.; formerly executive vice president, Kemper Corporation.
MARYANNE ROEPKE, CPA, vice president, treasurer and principal
accounting officer; vice president and treasurer, TCI Portfolios, Inc.,
Twentieth

<PAGE>

Century World Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Capital Portfolios, Inc. and Twentieth Century Strategic Asset
Allocations, Inc.; vice president, Twentieth Century Services, Inc.
PATRICK A. LOOBY, vice president; vice president and secretary,
Twentieth Century Premium Reserves, Inc., Twentieth Century Capital Portfolios,
Inc. and TCI Portfolios, Inc.; vice president, Twentieth Century World
Investors, Inc., Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century Services, Inc.
MERELE A. MAY, controller; controller, TCI Portfolios, Inc., Twentieth
Century Capital Portfolios, Inc. and Twentieth Century Strategic Asset
Allocations, Inc.
C. JEAN WADE, CPA, controller; controller, Twentieth Century Premium
Reserves, Inc. and Twentieth Century Strategic Asset Allocations, Inc.;
formerly, accountant, Baird, Kurtz & Dobson.

The board of directors has established three standing committees, the
executive committee, the audit committee and the nominating committee.
Messrs. Stowers Jr., Stowers III, and Urie constitute the executive
committee of the board of directors. The committee performs the functions of the
board of directors between meetings of the board, subject to the limitations on
its power set out in the Maryland General Corporation Law, and except for
matters required by the Investment Company Act to be acted upon by the whole
board.
Those directors who are not "interested persons" constitute the audit
committee. The functions of the audit committee include recommending the
engagement of the corporation's independent accountants, reviewing the
arrangements for and scope of the annual audit, reviewing comments made by the
independent accountants with respect to internal controls and the considerations
given or the corrective action taken by management, and reviewing nonaudit
services provided by the independent accountants.
The nominating committee has as its principal role the consideration
and recommendation of individuals for nomination as directors. The names of
potential director candidates are drawn from a number of sources, including
recommendations from members of the board, management and shareholders. This
committee also reviews and makes recommendations to the board with respect to
the composition of board committees and other board-related matters, including
its organization, size, composition, responsibilities, functions and
compensation. The members of the nominating committee are Messrs. Urie
(Chairman), Lundgaard and Stowers III.

The directors of the corporation also serve as directors of Twentieth
Century World Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Capital Portfolios, Inc., Twentieth Century Strategic Asset
Allocations, Inc. and TCI Portfolios, Inc., registered investment companies.
Each director who is not an "interested person" as defined in the Investment
Company Act receives for service as a member of the board of all Twentieth
Century investment companies an annual director's fee of $36,000, and an
additional fee of $1,000 per regular board meeting attended and $500 per special
board meeting and audit committee meeting attended. In addition, those directors
who are not "interested persons" who serve as chairman of a committee of the
board of directors receive an additional $2,000 for such services. These fees
and expenses are divided among the Twentieth Century investment companies based
upon their relative net assets. Under the terms of the management agreement with
Investors Research Corporation, the corporation is responsible for paying such
fees and expenses. Set forth below is the aggregate compensation paid for the
periods indicated by the corporation and by the Twentieth Century family of
mutual funds as a whole to each director of the corporation who is not an
"interested person" as defined in the Investment Company Act.

Aggregate Total Compensation from
Compensation the Twentieth Century
Director from the corporation 1 Family of Funds 2
- --------------------------------------------------------------------------------
Thomas A. Brown $37,370.13 $44,000
Robert W. Doering, M.D. 37,370.13 44,000
Linsley L. Lundgaard 38,052.39 44,000
Donald H. Pratt 21,292.80 32,000
Lloyd T. Silver Jr. 37,370.13 44,000
M. Jeannine Strandjord 37,370.13 44,000
John M. Urie 39,269.48 46,000

1 Includes compensation actually paid by the corporation during the fiscal
year ended October 31, 1995.
2 Includes compensation paid by the twelve investment company members of
the Twentieth Century family of funds for the calendar year ended December 31,
1995.

<PAGE>

The corporation has adopted the Twentieth Century Mutual Funds Deferred
Compensation Plan for Non-Interested Directors. Under the Plan, the
non-interested person directors may defer receipt of all or any part of the fees
to be paid to them for serving as directors of the corporation.
Under the Plan, all deferred fees are credited to an account
established in the name of the participating directors. The amounts credited to
the account then increase or decrease, as the case may be, in accordance with
the performance of one or more of the Twentieth Century Mutual Funds that are
selected by the participating director. The account balance continues to
fluctuate in accordance with the performance of the selected fund or funds until
final payment of all amounts credited to the account. Directors are allowed to
change their designation of mutual funds from time to time.
No deferred fees are payable until such time as a participating
director resigns, retires or otherwise ceases to be a member of the board of
directors. Directors may receive deferred fee account balances either in a lump
sum payment or in substantially equal installment payments to be made over a
period not to exceed 10 years. Upon the death of a director, all remaining
deferred fee account balances are paid to the director's beneficiary or, if
none, to the director's estate.
The Plan is an unfunded plan and, accordingly, Twentieth Century has no
obligation to segregate assets to secure or fund the deferred fees. The rights
of directors to receive their deferred fee account balances are the same as the
rights of a general unsecured creditor of the corporation. 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 participating directors under the
Plan during the fiscal year ended October 31, 1995.
Those directors who are "interested persons," as defined in the
Investment Company Act, receive no fee as such for serving as a director. The
salaries of such individuals, who are also officers of the corporation, are paid
by Investors Research Corporation.

MANAGEMENT
A description of the responsibilities and method of compensation of
Twentieth Century's investment manager, Investors Research Corporation
(Investors Research), appears in the prospectus under the caption, "Management."
During the past three years, the management fees of Investors Research
were:

<PAGE>

Fund Year Ended October 31
- --------------------------------------------------------------------------------
1995 1994 1993
- --------------------------------------------------------------------------------
Tax-Exempt
Intermediate-Term
Management fees $ 471,159 $ 537,893 $ 632,802
Average net assets 78,781,379 89,751,385 87,858,747
Tax-Exempt Long-Term
Management fees 317,622 361,732 471,123
Average net assets 53,244,618 60,383,665 64,889,290
Limited-Term Bond
Management fees 40,530 17,509 --
Average net assets 5,906,790 3,690,814 --
Intermediate-Term Bond
Management fees 59,552 17,532 --
Average net assets 8,128,357 3,458,399 --
U.S. Governments
Intermediate-Term
Management fees 104,141 19,566 --
Average net assets 14,092,947 3,821,083 --
- --------------------------------------------------------------------------------
The management agreement 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 shareholders following such execution, and for as long thereafter as
its continuance is specifically approved at least annually by (i) the board of
directors of Twentieth Century, or by the vote of a majority of the outstanding
votes (as defined in the Investment Company Act) of Twentieth Century, and (ii)
by the vote of a majority of the directors of Twentieth Century who are not
parties to the agreement or interested persons of Investors Research, cast in
person at a meeting called for the purpose of voting on such approval.
The management agreement provides that it may be terminated at any time
without payment of any penalty by the board of directors of Twentieth Century,
or by a vote of a majority of Twentieth Century's shareholders, on 60 days'
written notice to Investors Research, and that it shall be automatically
terminated if it is assigned.
The management agreement provides that Investors Research shall not be
liable to Twentieth Century or its shareholders for anything other than willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations or duties.
The management agreement also provides that Investors Research and its
officers, directors and employees may engage in other business, devote time and
attention to any other business whether of a similar or dissimilar nature, and
render services to others.
Certain investments may be appropriate for one or more series of shares
of Twentieth Century and also for other clients advised by Investors Research.
Investment decisions for Twentieth Century 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 series, or in different amounts and at different
times for more than one but less than all clients or series. In addition,
purchases or sales of the same security may be made for two or more clients or
series on the same date. Such transactions will be allocated among clients or
series in a manner believed by Investors Research to be equitable to each. In
some cases this procedure could have an adverse effect on the price or amount of
the securities purchased or sold by a fund.
On February 1, 1996, Investors Research was acting as investment
adviser to 10 institutional accounts with an aggregate value of $369,906,144.
While each of these clients has unique investment restrictions and guidelines,
they have all elected to have their portfolios managed in a manner similar to
the portfolio of either Growth Investors or Select Investors. Accordingly,
anytime a security is being bought or sold for the Growth or Select funds, it
may also be bought or sold for some or all of such institutional accounts.
Investors Research anticipates acquiring additional such accounts in the future.
Twentieth Century Services, Inc. provides physical facilities,
including computer hardware and software and personnel, for the day-to-day
administration of Twentieth Century and of Investors Research. Investors
Research pays Twentieth Century Services, Inc. for such services. The payments
by Investors Research to Twentieth Century Services, Inc. for the years ending
October 31, 1995, 1994 and 1993 have been, respectively, $100,504,910,
$139,895,701, and $99,610,260.
As stated in the prospectus, all of the stock

<PAGE>

of Twentieth Century Services, Inc. and Investors Research is owned by Twentieth
Century Companies, Inc.

CUSTODIANS

Chase Manhattan Bank, 770 Broadway, 10th Floor, New York, New York
10003-9598, Boatmen's First National Bank of Kansas City, 10th and Baltimore,
Kansas City, Missouri 64105, and United Missouri Bank of Kansas City, N.A., 10th
and Grand, Kansas City, Missouri 64105, each serves as custodian of the assets
of the funds. The custodians take no part in determining the investment policies
of the funds or in deciding which securities are purchased or sold by the funds.
The funds, however, may invest in certain obligations of the custodians and may
purchase or sell certain securities from or to the custodians.

INDEPENDENT ACCOUNTANTS
Baird, Kurtz & Dobson, 1100 Main Street, Kansas City, Missouri 64105,
serves as Twentieth Century's independent accountants, providing services
including (1) audit of the annual financial statements, (2) assistance and
consultation in connection with SEC filings and (3) review of the annual federal
income tax return filed for each fund by Twentieth Century.

CAPITAL STOCK
Twentieth Century's capital stock is described in the prospectuses
under the caption, "Further Information About Twentieth Century."
Twentieth Century may in the future issue additional series of shares
without a vote of shareholders. The assets belonging to each series of shares
are held separately by the custodian and the shares of each series represent a
beneficial interest in the principal, earnings and profit (or losses) of
investments and other assets held for each series. Your rights as a shareholder
are the same for all series of securities unless otherwise stated. Within their
respective series, all shares have equal redemption rights. Each share, when
issued, is fully-paid and non-assessable. Each share, irrespective of series, is
entitled to one vote for each dollar of net asset value represented by such
share on all questions.
In the event of complete liquidation or dissolution of Twentieth
Century, shareholders of each series of shares shall be entitled to receive, pro
rata, all of the assets less the liabilities of that series.
As of February 5, 1996, in excess of 5% of the outstanding shares of
the following funds were owned of record by:

Name of Shareholder
Fund and Percentage
------------------------------------------------------------------------
Growth Investors Nationwide Life Insurance Company
Columbus, Ohio -- 12.2%
Ultra Investors Charles Schwab & Co.
San Francisco, California -- 9.2%
Vista Investors Charles Schwab & Co.-- 9.8%
Heritage Investors Charles Schwab & Co.-- 6.6%
Bankers Trust Company as trustee for
Kraft General Foods -- 7.3%
Cash Reserve Twentieth Century Companies, Inc.-- 5.6%
Kansas City, Missouri
Tax-Exempt
Short-Term Twentieth Century Companies, Inc.-- 11.9%
Tax-Exempt
Long-Term Twentieth Century Companies, Inc.-- 6.4%
Limited-Term
Bond Twentieth Century Companies, Inc.-- 36.5%
Intermediate-Term
Bond Twentieth Century Companies, Inc.-- 19.3%
The Chase Manhattan Bank as Trustee for
Gza Geo Environmental Inc. Restated
401(k) Profit Sharing Plan and Trust
New York, New York -- 5.6%

The Chase Manhattan Bank as trustee for
Fujisawa USA Inc. Savings and Retirement
Plan Trust New York, New York -- 5.3%
U.S. Governments
Short-Term Nationwide Life Insurance Company-- 8.6%
U.S. Governments
Intermediate-Term The Chase Manhattan Bank as Trustee for
Robert Bosch Corporation Star Plan and Trust
New York, New York -- 15.7%

The Chase Manhattan Bank as Trustee for
The Petroleum Helicopters Inc. 401(k)
Retirement Plan and Trust
New York, New York -- 5.7%

<PAGE>

BROKERAGE

SELECT, HERITAGE, GROWTH, ULTRA, VISTA, GIFTRUST AND THE
EQUITY INVESTMENTS OF BALANCED INVESTORS
Under the management agreement between Twentieth Century and Investors
Research, Investors Research has the responsibility of selecting brokers to
execute portfolio transactions. Twentieth Century's policy is to secure the most
favorable prices and execution of orders on its portfolio transactions. So long
as that policy is met, Investors Research may take into consideration the
factors discussed under this caption when selecting brokers.
Investors Research receives statistical and other information and
services without cost from brokers and dealers. Investors Research evaluates
such information and services, together with all other information that it may
have, in supervising and managing the investment portfolios of Twentieth
Century. Because such information and services may vary in amount, quality and
reliability, their influence in selecting brokers varies from none to very
substantial. Investors Research proposes to continue to place some of Twentieth
Century's brokerage business with one or more brokers who provide information
and services. Such information and services will be in addition to and not in
lieu of services required to be performed by Investors Research. Investors
Research does not utilize brokers that provide such information and services for
the purpose of reducing the expense of providing required services to Twentieth
Century.
In the years ended October 31, 1995, 1994 and 1993, the brokerage
commissions of each fund were as follows:

Year Ended October 31
- --------------------------------------------------------------------------------
Fund 1995 1994 1993
- --------------------------------------------------------------------------------
Select Investors $11,363,976 $14,844,437 $10,619,773
Heritage Investors 3,180,082 3,620,144 1,952,642
Growth Investors 13,577,767 10,144,618 10,384,958
Ultra Investors 18,911,590 19,240,703 9,269,314
Vista Investors 1,750,665 1,895,400 3,034,885
Giftrust Investors 571,349 588,145 359,785
Balanced Investors 875,207 979,903 1,023,195

In 1995, $43,452,273 of the total brokerage commissions was paid to
brokers and dealers who provided information and services on transactions of
$24,992,668,210 (69% of all transactions).
The brokerage commissions paid by Twentieth Century may exceed those
which another broker might have charged for effecting the same trans-actions,
because of the value of the brokerage and research services provided by the
broker. Research services furnished by brokers through whom Twentieth Century
effects securities transactions may be used by Investors Research in servicing
all of its accounts, and not all such services may be used by Investors Research
in managing the portfolios of Twentieth Century.
The staff of the Securities and Exchange Commission has expressed the
view that the best price and execution of over-the-counter transactions in
portfolio securities may be secured by dealing directly with principal market
makers, thereby avoiding the payment of compensation to another broker. In
certain situations, the officers of Twentieth Century and the manager believe
that the facilities, expert personnel and technological systems of a broker
often enable the corporation to secure as good a net price by dealing with a
broker instead of a principal market maker, even after payment of the
compensation to the broker. Twentieth Century regularly places its
over-the-counter transactions with principal market makers, but may also deal on
a brokerage basis when utilizing electronic trading networks or as circumstances
warrant.

<PAGE>

CASH RESERVE, U.S. GOVERNMENTS SHORT-TERM, U.S. GOVERNMENTS
INTERMEDIATE-TERM, LIMITED-TERM BOND, INTERMEDIATE-TERM
BOND, LONG-TERM BOND, TAX-EXEMPT SHORT-TERM, TAX-EXEMPT
INTERMEDIATE-TERM, TAX-EXEMPT LONG-TERM AND THE FIXED INCOME
INVESTMENTS OF BALANCED INVESTORS
Under the management agreement between Twentieth Century and Investors
Research, Investors Research 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. Investors Research will seek
to obtain prompt execution of orders at the most favorable prices or yields.
Investors Research may choose to purchase and sell portfolio securities to and
from dealers who provide services or research, statistical and other information
to Twentieth Century and to Investors Research. Such information or services
will be in addition to and not in lieu of the services required to be performed
by Investors Research, and the expenses of Investors Research will not
necessarily be reduced as a result of the receipt of such supplemental
information.

PERFORMANCE ADVERTISING

Individual fund performance may be compared to various indices
including the Standard & Poor's 500 index, the Dow Jones Industrial Average,
Donoghue's Money Fund Average and the Bank Rate Monitor National Index of
2 1/2-year CD rates.

EQUITY FUNDS
The following table sets forth the average annual total return of
Twentieth Century's equity funds and the balanced fund for the one-, five- and
10-year periods (or period since inception) ended October 31, 1995, the last day
of the funds' fiscal year. Average annual total return is calculated by
determining each fund's cumulative total return for the stated period and then
computing the annual compound return that would produce the cumulative total
return if the fund's performance had been constant over that period. Cumulative
total return includes all elements of return, including reinvest-ment of
dividends and capital gains distributions.

From
Fund 1 year 5 year 10 year Inception 1
-------------------------------------------------------------
Select Investors 15.02% 10.98% 12.70% --
Heritage Investors 21.04% 17.60% -- 16.23%
Growth Investors 22.31% 18.32% 16.45% --
Ultra Investors 36.89% 30.32% 21.59% --
Vista Investors 44.20% 25.39% 18.38% --
Giftrust Investors 32.52% 37.11% 25.29% --
Balanced Investors 16.36% 13.51% -- 11.95%

1 Data from inception shown for funds that are less than 10 years old.

The funds may also advertise average annual total return over periods of
time other than one, five and 10 years and cumulative total return over various
time periods.

The following table shows the cumulative total return of the Twentieth
Century equity funds and the balanced fund since their respective dates of
inception. The table also shows annual compound rates for Growth and Select from
June 30, 1971, which corresponds with Twentieth Century's implementation of its
current investment philosophy and practices and for all other funds from their
respective dates of inception (as noted previously) through October 31, 1995.

<PAGE>

Cumulative Total Average Annual
Fund Return Since Inception Compound Rate
---------------------------------------------------------------
Select Investors 3972.41% 16.45%
Heritage Investors 231.68% 16.23%
Growth Investors 6212.00% 18.56%
Ultra Investors 939.25% 18.21%
Vista Investors 406.80% 14.57%
Giftrust Investors 1002.15% 22.28%
Balanced Investors 121.18% 11.95%
--------------------------------------------------------------

FIXED INCOME FUNDS
AND THE BALANCED FUND
Cash Reserve. The yield of Cash Reserve is calculated by measuring the
income generated by an investment in the fund over a seven-day period (net of
fund expenses). This income is then "annualized." That is, the amount of income
generated by the investment over the seven-day period is assumed to be generated
over each similar period throughout a full year and is shown as a percentage of
the investment. The "effective yield" is calculated in a similar manner but,
when annualized, the income earned by the investment is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of the assumed reinvestment.

Based upon these methods of computation, the yield and effective yield
for Cash Reserve for the seven days ended October 31, 1995, the last seven days
of the fund's fiscal year, was 5.16% and 5.30%, respectively.

Other Fixed Income Funds and the Balanced Fund. 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.
The following table sets forth yield quotations for Twentieth Century's
fixed income funds (other than Cash Reserve) and the balanced fund for the
30-day period ended October 31, 1995, the last day of the fiscal year pursuant
to computation methods prescribed by the Securities and Exchange Commission.

U.S. U.S Intermediate-
Governments Governments Limited-Term Term
Short-Term Intermediate-Term Bond Bond
- --------------------------------------------------------------------------------
5.18% 5.39% 5.59% 5.63%
- --------------------------------------------------------------------------------
Tax-Exempt
Long-Term Tax-Exempt Intermediate- Tax-Exempt Balanced
Bond Short-Term Term Long-Term Investors
- --------------------------------------------------------------------------------
6.16% 4.18% 4.21% 4.79% 2.42%
- --------------------------------------------------------------------------------

The following table sets forth tax-equivalent yields for the Tax-Exempt
Short-Term, Tax-Exempt Intermediate-Term and the Tax-Exempt Long-Term funds for
the 30-day period ended October 31, 1995. The example assumes a 36% tax rate.
The tax-equivalent yield is computed as follows:

tax-
equivalent = {(tax-exempt yield) over (1-assumed tax rate)} + non tax-exempt
yield yield

Tax-Exempt Tax-Exempt Tax-Exempt
Short-Term Intermediate-Term Long-Term
- --------------------------------------------------------------------------------
6.53% 6.58% 7.48%
- --------------------------------------------------------------------------------
The fixed income funds may also elect to advertise cumulative total
return and average annual total return, computed as described above.
The table below shows the cumulative total return and the average
annual total return of Twentieth Century's fixed income funds since their
respective dates of inception (as noted below) through October 31, 1995.

Cumulative
Total Return Average Annual Date of
Fund Since Inception Total Return Inception
- --------------------------------------------------------------------------------
U.S. Governments
Short-Term 154.81% 7.53% 12/15/82
U.S. Governments
Intermediate-Term 10.46% 6.14% 3/1/94
Limited-Term Bond 8.81% 5.19% 3/1/94

Intermediate-Term Bond 10.80% 6.34% 3/1/94
Long-Term Bond 95.10% 8.02% 3/2/87
Tax-Exempt
Short-Term 11.65% 4.22% 3/1/93
Tax-Exempt
Intermediate-Term 67.17% 6.11% 3/2/87
Tax-Exempt Long-Term 84.24% 7.31% 3/2/87
- --------------------------------------------------------------------------------

<PAGE>

ADDITIONAL PERFORMANCE COMPARISONS

Investors may judge the performance of the funds by comparing their
performance to the performance of other mutual funds or mutual fund portfolios
with comparable investment objectives and policies through various mutual fund
or market indices such as the EAFE(R) Index and those prepared by Dow Jones &
Co., Inc., Standard & Poor's Corporation, Shearson Lehman Brothers, Inc. and The
Russell 2000 Index, and to data prepared by Lipper Analytical Services, Inc.,
Morningstar, Inc. and the Consumer Price Index. Comparisons may also be made to
indices or data published in Money, Forbes, Barron's, The Wall Street Journal,
The New York Times, Business Week, Pensions and Investments, USA Today, and
other similar publications or services. In addition to performance information,
general information about the funds that appears in a publication such as those
mentioned above or in the prospectus under the heading "Performance Advertising"
may be included in advertisements and in reports to shareholders.

PERMISSIBLE ADVERTISING INFORMATION
From time to time, the funds may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to shareholders: (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost averaging); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of past or anticipated portfolio holdings for one or more of
the funds; (5) descriptions of investment strategies for one or more of the
funds; (6) descriptions or comparisons of various savings and investment
products (including, but not limited to, qualified retirement plans and
individual stocks and bonds), which may or may not include the funds; (7)
comparisons of investment products (including the funds) with relevant market or
industry indices or other appropriate benchmarks; (8) discussions of fund
rankings or ratings by recognized rating organizations; and (9) testimonials
describing the experience of persons that have invested in one or more of the
funds. The funds may also include calculations, such as hypothetical compounding
examples, which describe hypothetical investment results in such communications.
Such performance examples will be based on an express set of assumptions and are
not indicative of the performance of any of the funds.

REDEMPTIONS IN KIND
Twentieth Century's policy with regard to redemptions in excess of the
lesser of one half of 1% of a fund's assets or $250,000 from its equity funds
and Balanced Investors is described in the equity funds prospectus under the
heading "Special Requirements for Large Redemptions" and in the institutional
prospectus under the heading "Special Requirements for Large Equity Fund
Redemptions."
The corporation has elected to be governed by Rule 18f-1 under the
Investment Company Act, pursuant to which the corporation is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net asset value
of a fund during any 90-day period for any one shareholder. If shares are
redeemed in kind, the redeeming shareholder might incur brokerage costs in
converting the assets to cash. The method of valuing portfolio securities used
to make redemptions in kind will be the same as the method of valuing portfolio
securities described in the prospectus under the caption "How Share Price is
Determined," and such valuation will be made as of the same time the redemption
price is determined.

<PAGE>

HOLIDAYS

Twentieth Century does not determine the net asset value of its shares
on days when the New York Stock Exchange is closed. Currently, the Exchange is
closed on Saturdays and Sundays, and on holidays, namely New Year's Day,
Presidents Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.

FINANCIAL STATEMENTS
The financial statements of the various series of shares of Twentieth
Century for the fiscal year ended October 31, 1995, are included in the annual
reports to shareholders, which are incorporated herein by reference. You may
receive copies without charge upon request to Twentieth Century at the address
and phone number shown on the cover of this statement.

<PAGE>

TWENTIETH CENTURY
INVESTORS, INC.

STATEMENT OF ADDITIONAL INFORMATION

MARCH 1, 1996

[company logo]

- ---------------------------------------
P.O. Box 419200
- ---------------------------------------
Kansas City, Missouri
- ---------------------------------------
64141-6200
- ---------------------------------------
1-800-345-2021 or 816-531-5575
- ---------------------------------------

================================================================================
- --------------------------------------------------------------------------------
SH-BKT-4301
9603

<PAGE>

PART C. OTHER INFORMATION.

ITEM 24. Financial Statements and Exhibits.

(a) Financial Statements

(i) Financial Statements filed in Part A of the Registration Statement:

1. Financial Highlights.

(ii) Financial Statements filed in Part B of the Registration Statement
(each of the following financial statements is contained in the
Registrant's Annual Reports dated October 31, 1995, which appear as
Exhibit 12 to this Registration Statement, and which are incorporated
by reference in Part B of this Registration Statement):

1. Statement of Assets and Liabilities at October 31, 1995.

2. Statement of Operations for the year ended October 31, 1995.

3. Statements of Changes in Net Assets for the year ended October
31, 1995.

4. Notes to Financial Statements as of October 31, 1995.

5. Schedule of Investments at October 31, 1995.

6. Report of Independent Certified Public Accountants dated
November 27, 1995.

(b) Exhibits (all footnoted exhibits being incorporated herein by
reference)

1. (a) Articles of Incorporation of Twentieth Century Investors,
Inc., dated July 2, 1990 (EX-99.B1a).

(b) Articles of Amendment of Twentieth Century Investors, Inc.,
dated November 20, 1990 (EX-99.B1b).

(c) Articles of Merger of Twentieth Century Investors, Inc., a
Maryland corporation and Twentieth Century Investors, Inc.,
a Delaware corporation, dated February 22, 1991 (EX-99.B1c).

(d) Articles of Amendment of Twentieth Century Investors, Inc.,
dated August 11, 1993 (EX-99.B1d).

(e) Articles Supplementary of Twentieth Century Investors, Inc.,
dated September 3, 1993 (EX-99.B1e).

(f) Articles Supplementary of Twentieth Century Investors, Inc.,
dated April 28, 1995 (EX-99.B1f).

(g) Articles Supplementary of Twentieth Century Investors, Inc.,
dated November 17, 1995 (EX-99.B1g).

(h) Articles Supplementary of Twentieth Century Investors, Inc.,
dated January 30, 1996 (EX-99.B1h).

2. By-laws of Twentieth Century Investors, Inc. (EX-99.B2).

3. Voting Trust Agreements - None.

4. Specimen copy of stock certificate - all series. (1)

5. Management Agreement between Twentieth Century Investors, Inc.
and Investors Research Corporation dated August 1, 1994.(2)

6. Underwriting Agreements - None.

7. Bonus and Profit Sharing Plan, Etc. - None.

8. (a) Custodian Agreement between Twentieth Century Investors, Inc.
and United States Trust Company of New York. (3)

(b) Letter Re Remuneration dated May 8, 1985. (4)

(c) Letter Agreement between Twentieth Century Investors, Inc.
and United States Trust Company of New York dated February
28, 1991. (1)

(d) Custodian Agreement between Twentieth Century Investors, Inc.
and First National Bank of Kansas City. (5)

(e) Letter Agreement between Twentieth Century Investors, Inc.
and Boatmen's First National Bank of Kansas City. (1)

(f) Custodian Agreement dated September 21, 1994 for ACH
transactions, between Twentieth Century Investors, Inc. and
United Missouri Bank of Kansas City, N.A. (6)

(g) Custody Agreement dated September 12, 1995, between UMB Bank,
N.A., Investors Research Corporation, Twentieth Century
Investors, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Premium Reserves, Inc. and Twentieth
Century Capital Portfolios, Inc. (7)

(h) Amendment No. 1 to Custody Agreement dated January 25, 1996,
between UMB Bank, N.A., Investors Research Corporation,
Twentieth Century Investors, Inc., Twentieth Century World
Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century Capital Portfolios, Inc. and Twentieth
Century Strategic Asset Allocations, Inc. (7)

9. Transfer Agency Agreement between Twentieth Century Investors,
Inc. and Twentieth Century Services, Inc. (8)

10. Opinion and Consent of Counsel (EX-99.B10).

11. Consent of Baird, Kurtz & Dobson (EX-99.B11).

12. Equity Funds and Fixed Income Funds Annual Reports, dated
October 31, 1995. (9)

13. Agreements for Initial Capital, Etc. - None.

14. Model Retirement Plans. (10)

15. Copy of Rule 12b-1 plan - None.

16. Schedules For Computation of Advertising Performance Quotations
(EX-99.B16).

17. Power of Attorney (EX-99.B17).

27. (a) Financial Data Schedule for Growth Investors (EX-27.1.1).

(b) Financial Data Schedule for Select Investors (EX-27.1.2).

(d) Financial Data Schedule for Vista Investors (EX-27.1.4).

(e) Financial Data Schedule for Giftrust Investors (EX-27.1.5).

(f) Financial Data Schedule for U.S. Governments Short-Term
(EX-27.5.6).

(g) Financial Data Schedule for Cash Reserve (EX-27.4.7).

(h) Financial Data Schedule for Long-Term Bond (EX-27.5.8).

(i) Financial Data Schedule for Tax-Exempt Intermediate-Term
(EX-27.5.9).

(j) Financial Data Schedule for Tax-Exempt Long-Term
(EX-27.5.10).

(k) Financial Data Schedule for Heritage Investors (EX-27.1.11).

(l) Financial Data Schedule for Balanced Investors (EX-27.7.12).

(m) Financial Data Schedule for Tax-Exempt Short-Term
(EX-27.5.13).

(n) Financial Data Schedule for Limited-Term (EX-27.5.14).

(o) Financial Data Schedule for Intermediate-Term (EX-27.5.15).

(p) Financial Data Schedule for U.S. Governments
Intermediate-Term (EX-27.5.16).

ITEM 25. Persons Controlled by or Under Common Control with Registrant - None.

ITEM 26. Mumber of Holders of Securities

Title of Class Number of Record Holders
as of December 31, 1995

Twentieth Century Growth Investors 325,254
Twentieth Century Select Investors 305,296
Twentieth Century Ultra Investors 840,365
Twentieth Century U.S. Governments Short Term 28,088
Twentieth Century Vista Investors 142,841
Twentieth Century Giftrust Investors 201,120
Twentieth Century Cash Reserve 124,940
Twentieth Century Long-Term Bond 13,318
Twentieth Century Tax-Exempt Short Term 1,376
Twentieth Century Tax-Exempt Intermediate Term 2,675
Twentieth Century Tax-Exempt Long Term 1,927
Twentieth Century Heritage Investors 98,036
Twentieth Century Balanced Investors 64,760
Twentieth Century Limited Term Bond 372
Twentieth Century Intermediate Term Bond 831
Twentieth Century U.S. Governments Intermediate Term 1,135

ITEM 27. Indemnification.

The Corporation is a Maryland corporation. Section 2-418 of the General
Corporation Law of Maryland allows a Maryland corporation to indemnify its
directors, officers, employees and agents to the extent provided in such
statute.

Article Eighth of the Articles of Incorporation requires the
indemnification of the corporation's directors and officers to the extent
permitted by the General Corporation Law of Maryland, the Investment
Company Act and all other applicable laws.

The registrant has purchased an insurance policy insuring its officers and
directors against certain liabilities which such officers and directors may
incur while acting in such capacities and providing reimbursement to the
registrant for sums which it may be permitted or required to pay to its
officers and directors by way of indemnification against such liabilities,
subject in either case to clauses respecting deductibility and
participation.

ITEM 28. Business and Other Connections of Investment Advisor.

Investors Research Corporation, the investment advisor, is engaged in the
business of managing investments for deferred compensation plans and other
institutional investors.

ITEM 29. Principal Underwriters - None.

ITEM 30. 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 Twentieth Century Investors, Inc., Twentieth Century
Services, Inc. and Investors Research Corporation, all located at Twentieth
Century Tower, 4500 Main Street, Kansas City, Missouri 64111.

ITEM 31. Management Services - None.

ITEM 32. Undertakings
a. Not Applicable.
b. Not Applicable.
c. Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of Registrant's latest annual report to
shareholders, upon request and without charge.
d. The Registrant hereby undertakes that it will, if requested to do so
by the holders of at least 10% of the Registrant's outstanding shares,
call a meeting of shareholders for the purpose of voting upon the
question of the removal of a director and to assist in communication
with other shareholders as required by Section 16(c).

_________________________________________________________________

(1) Filed as an Exhibit to Post-Effective Amendment No. 67 on Form N-1A, File
No. 2-14213.
(2) Filed as an Exhibit to Post-Effective Amendment No. 71 on Form N-1A, File
No. 2-14213.
(3) Filed as an Exhibit to Post-Effective Amendment No. 46 on Form N-1A, File
No. 2-14213.
(4) Filed as an Exhibit to Post-Effective Amendment No. 53 on Form N-1A, File
No. 2-14213.
(5) Filed as an Exhibit to Post-Effective Amendment No. 49 on Form N-1A, File
No. 2-14213.
(6) Filed as an Exhibit to Post-Effective Amendment No. 72 on Form N-1A, File
No. 2-14213.
(7) Filed as Exhibits 8(c) and 8(e) to Pre-Effective Amendment No. 4 to the
Registration Statement on Form N-1A of Twentieth Century Strategic Asset
Allocations, Inc., Commission File No. 33-79482, filed February 5, 1996.
(8) Filed as an Exhibit to Post-Effective Amendment No. 66 on Form N-1A, File
No. 2-14213.
(9) Filed on December 22, 1995.
(10) Filed as Exhibits 14(a), 14(b), 14(c) and 14(d) to Pre-Effective Amendment
No. 2 to the Registration Statement on Form N-1A of Twentieth Century World
Investors, Inc., Commission File No. 33- 39242, filed May 6, 1991.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Twentieth Century Investors, Inc., the
Registrant, certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 73 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. 73 to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Kansas City, State of Missouri on the 29th day of February, 1996.

Twentieth Century Investors, Inc.
(Registrant)

By: /s/ James E. Stowers III
James E. Stowers III, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 73 has been signed below by the following persons
in the capacities and on the dates indicated.

Signature Title Date

*James E. Stowers, Jr. Chairman, Director and February 29, 1996
James E. Stowers, Jr. Principal Executive Officer

/s/ James E. Stowers III President and Director February 29, 1996
James E. Stowers III

/s/ Robert T. Jackson Executive Vice President February 29, 1996
Robert T. Jackson and Principal Financial Officer

*Maryanne Roepke Vice President, Treasurer and February 29, 1996
Maryanne Roepke Principal Accounting Officer

*Thomas A. Brown Director February 29, 1996
Thomas A. Brown

*Robert W. Doering, M.D. Director February 29, 1996
Robert W. Doering, M.D.

*Linsley L. Lundgaard Director February 29, 1996
Linsley L. Lundgaard

*Donald H. Pratt Director February 29, 1996
Donald H. Pratt

*Lloyd T. Silver, Jr. Director February 29, 1996
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director February 29, 1996
M. Jeannine Strandjord

*John M. Urie Director February 29, 1996
John M. Urie

*By /s/ James E. Stowers III
James E. Stowers III
Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT DESCRIPTION OF DOCUMENT
NUMBER

EX-99.B1a Articles of Incorporation of Twentieth Century Investors, Inc.,
dated July 2, 1990.

EX-99.B1b Articles of Amendment of Twentieth Century Investors, Inc., dated
November 20, 1990.

EX-99.B1c Articles of Merger of Twentieth Century Investors, Inc., a Maryland
corporation and Twentieth Century Investors, Inc., a Delaware
corporation, dated February 22, 1991.

EX-99.B1d Articles of Amendment of Twentieth Century Investors, Inc., dated
August 11, 1993.

EX-99.B1e Articles Supplementary of Twentieth Century Investors, Inc., dated
September 3, 1993.

EX-99.B1f Articles Supplementary of Twentieth Century Investors, Inc., dated
April 28, 1995.

EX-99.B1g Articles Supplementary of Twentieth Century Investors, dated
November 17, 1995.

EX-99.B1h Articles Supplementary of Twentieth Century Investors, Inc., dated
January 30, 1996.

EX-99.B2 Bylaws of Twentieth Century Investors, Inc.

EX-99.B4 Specimen certificate representing shares of common stock of
Twentieth Century Investors, Inc. (filed as Exhibit 4 to
Post-Effective Amendment No. 67 to the Registration Statement on
Form N-1A of the Registrant, Commission File No. 2-14213, filed on
December 31, 1991, and incorporated herein by reference).

EX-99.B5 Investment Management Agreement, dated as of August 1, 1994,
between Twentieth Century Investors, Inc. and Investors Research
Corporation (filed as Exhibit 5 to Post-Effective Amendment No. 73
to the Registration Statement on Form N-1A f the Registrant,
Commission File No. 2-14213, filed on February 27, 1995, and
incorporated herein by reference).

EX-99.B8a Custodian Agreement, dated as of December 1, 1982, by and between
Twentieth Century Investors, Inc. and United States Trust Company
of New York (filed as Exhibit 8(a) to Post-Effective Amendment No.
46 to the Registration Statement on Form N-1A of the Registrant,
Commission File No. 2-14213, filed on December 31, 1982, and
incorporated herein by reference).

EX-99.B8b Letter Agreement re Remuneration dated May 8, 1985 (filed as
Exhibit 8(b) to Post-Effective Amendment No. 51 to the Registration
Statement on Form N-1A of the Registrant, Commission File No.
2-14213, filed on December 31, 1985, and incorporated herein by
reference).

EX-99.B8c Letter Agreement between Twentieth Century Investors, Inc. and
United States Trust Company of New York, dated February 28, 1991
(filed as Exhibit 8(c) to Post-Effective Amendment No. 67 to the
Registration Statement on Form N-1A of the Registrant, Commission
File No. 2-14213, filed on December 31, 1991, and incorporated
herein by reference).

EX-99.B8d Custodian Agreement between Twentieth Century Investors, Inc. and
First National Bank of Kansas City (filed as Exhibit 8(d) to
Post-Effective Amendment No. 49 to the Registration Statement on
Form N-1A of the Registrant, Commission File No. 2-14213, filed on
December 30, 1993, and incorporated herein by reference).

EX-99.B8e Letter Agreement between Twentieth Century Investors, Inc. and
Boatmen's First National Bank of Kansas City (filed as Exhibit 8(e)
to Post-Effective Amendment No. 67 to the Registration Statement on
Form N-1A of the Registrant, Commission File No. 2-14213, filed on
December 31, 1991, and incorporated herein by reference).

EX-99.B8f Custodian Agreement for ACH transactions, dated September 21, 1994
between Twentieth Century Investors, Inc. and United Missouri Bank
of Kansas City, N.A. (filed as Exhibit 8(f) to Post-Effective
Amendment No. 73 to the Registration Statement on Form N-1A of the
Registrant, Commission File No. 2-14213, filed on February 27,
1995, and incorporated herein by reference).

EX-99.B8g Custody Agreement dated September 12, 1995, between United Missouri
Bank of Kansas City, N.A., Investors Research Corporation,
Twentieth Century Investors, Inc., Twentieth Century World
Investors, Inc., Twentieth Century Premium Reserves, Inc. and
Twentieth Century Capital Portfolios, Inc. (filed as Exhibit 8(e)
to Pre-Effective Amendment No. 4 to the Registration Statement on
Form N-1A of Twentieth Century Strategic Asset Allocations, Inc.,
Commission File No. 33-79482, filed February 5, 1996).

EX-99.B8h Amendment No. 1 to Custody Agreement dated January 25, 1996,
between United Missouri Bank of Kansas City, N.A., Investors
Research Corporation, Twentieth Century Investors, Inc., Twentieth
Century World Investors, Inc., Twentieth Century Premium Reserves,
Inc., Twentieth Century Capital Portfolios, Inc. and Twentieth
Century Strategic Asset Allocations, Inc. (filed as Exhibit 8(e) to
Pre-Effective Amendment No. 4 to the Registration Statement on Form
N-1A of Twentieth Century Strategic Asset Allocations, Inc.,
Commission File No. 33-79482, filed February 5, 1996).

EX-99.B9 Transfer Agency Agreement dated as of March 1, 1991, by and between
Twentieth Century Investors, Inc. and Twentieth Century Services,
Inc. (filed as Exhibit 9 to Post-Effective Amendment No. 66 to the
Registration Statement on Form N-1A of the Registrant, Commission
File No. 2-14213, filed on December 31, 1990, and incorporated
herein by reference).

EX-99.B10 Opinion and Consent of Patrick A. Looby, Esq.

EX-99.B11 Consent of Baird, Kurtz & Dobson.

EX-99.B12 Equity Funds Annual Report and Fixed Income Funds Annual Reports of
Twentieth Century Investors, Inc. for the year ended October 31,
1995, filed on December 22, 1995, and incorporated herein by
reference.

EX-99.B14 Model Retirement Plans (filed as Exhibits 14(a), 14(b), 14(c) and
14(d) to Pre-Effective Amendment No. 2 to the Registration
Statement on Form N-1A of Twentieth Century World Investors, Inc.,
Commission File No. 33-39242, filed May 6, 1991, and incorporated
herein by reference).

EX-99.B16 Schedules for Computations of Advertising Performance Quotations.

EX-99.B17 Power of Attorney.

EX-27.1.1 Financial Data Schedule for Growth Investors

EX-27.1.2 Financial Data Schedule for Select Investors

EX-27.1.3 Financial Data Schedule for Ultra Investors

EX-27.1.4 Financial Data Schedule for Vista Investors

EX-27.1.5 Financial Data Schedule for Giftrust Investors

EX-27.5.6 Financial Data Schedule for U.S. Governments Short-Term

EX-27.4.7 Financial Data Schedule for Cash Reserve

EX-27.5.8 Financial Data Schedule for Long-Term Bond

EX-27.5.9 Financial Data Schedule for Tax-Exempt Intermediate-Term

EX-27.5.10 Financial Data Schedule for Tax-Exempt Long-Term

EX-27.1.11 Financial Data Schedule for Heritage Investors

EX-27.7.12 Financial Data Schedule for Balanced Investors

EX-27.5.13 Financial Data Schedule for Tax-Exempt Short-Term

EX-27.5.14 Financial Data Schedule for Limited-Term

EX-27.5.15 Financial Data Schedule for Intermediate-Term

EX-27.5.16 Financial Data Schedule for U.S. Governments Intermediate-Term

ARTICLES OF INCORPORATION
OF
TWENTIETH CENTURY FUNDS, INC.

FIRST: I, the undersigned, William M. Lyons, whose post office address
is 4500 Main Street, P.O. Box 418210, Kansas City, Missouri 64141-9210, being at
least 18 years of age, do, under and by virtue of the general laws of the State
of Maryland, execute and acknowledge these Articles of Incorporation as
incorporator with the intention of forming a corporation.

SECOND: The name of the Corporation is Twentieth Century Funds, Inc.

THIRD: The purposes for which the Corporation is formed are:

1. To carry on the business of an investment company.

2. To engage in any or all lawful business for which corporations may
be organized under the Maryland General Corporation Law except insofar as such
business may be limited by the Investment Company Act of 1940 as from time to
time amended, or by any other law of the United States regulating investment
companies, or by limitations imposed by the laws of the several states wherein
the corporation offers its shares.

FOURTH: The name of the resident agent of the Corporation in this state
is The Corporation Trust Company, a corporation of this state, and the post
office address of the resident agent is 32 South Street, Baltimore, Maryland
21202. The current address of the principal office of the Corporation in the
State of Maryland is c/o The Corporation Trust Company, 32 South Street,
Baltimore, Maryland 21202.

FIFTH:

1. The total number of shares of stock which the Corporation shall have
authority to issue is One Billion One Hundred Million (1,100,000,000) shares of
a par value of one cent ($0.01) each, and an aggregate value of 11 Million
Dollars ($11,000,000). All such shares are herein classified as "Common Stock"
subject, however, to the authority herein granted to the Board of Directors to
divide such shares into such classes and series as the Board of Directors may
from time to time determine. The Board of Directors shall have the power to fix
the number of shares in each such class or series and to fix such preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms or conditions of redemption thereof as are
not stated in these Articles of Incorporation.

2. The preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms or
conditions of redemption thereof shall be as follows:

(a) The holder of each share of stock of the Corporation shall be
entitled to one vote for each share of stock, and to a fractional vote for each
fractional share, irrespective of the class or series, then standing in his name
on the books of the Corporation; provided, however, that (1) matters affecting
only one class or series shall be voted upon only by that class or series, and
(2) where required by the Investment Company Act of 1940 or the regulations
adopted thereunder or any other applicable law, certain matters shall be voted
on separately by each class or series of shares affected.

(b) All payments received by the Corporation for the sale of stock of
each class or series and the investment and reinvestment thereof and the income,
earnings and profits thereon shall belong to the class or series of shares with
respect to which such payments were received, and are herein referred to as
"assets belonging to" such class or series. Any assets which are not readily
identifiable as belonging to any particular class or series shall be allocated
to any one or more of any class or series in such manner as the Board of
Directors in its sole discretion deems fair and equitable.

(c) The assets belonging to each class or series shall be charged with
the liabilities of the Corporation in respect of that class or series, and any
liabilities of the Corporation that are not readily identifiable as belonging to
any particular class or series shall be allocated to any one or more of any
class or series as the Board of Directors in its sole discretion deems fair and
equitable.

(d) The holders of the outstanding shares of each class or series of
capital stock of the Corporation shall be entitled to receive dividends from
ordinary income and distributions from capital gains of the assets belonging to
such class or series in such amounts, if any, and payable in such manner, as the
Board of Directors may from time to time determine. Such dividends and
distributions may be declared and paid by means of a formula or other method of
determination at meetings held less frequently than the declaration and payment
of such dividends and distributions.

(e) In the event of the liquidation or dissolution of the Corporation
or of any class or series thereof, shareholders of each class or series shall be
entitled to receive the assets belonging to such class or series to be
distributed among them in proportion to the number of shares of such class or
series held by them.

(f) Each holder of any class or series of stock of the Corporation,
upon proper documentation and the payment of all taxes in connection therewith,
may require the Corporation to redeem or repurchase such stock at the net asset
value thereof, less a redemption charge or discount determined by the Board of
Directors.
Payment shall be made in cash or in kind as determined by the Corporation.

(g) Each holder of any class or series of stock of the Corporation may,
upon proper documentation and the payment of all taxes in connection therewith,
convert the shares represented thereby into shares of stock of any other class
or series of the Corporation on the basis of their relative net asset values
less a conversion charge or discount determined by the Board of Directors,
provided, however, that the Board of Directors may abolish, limit or suspend
such right of conversion.

(h) The Corporation may cause the shares of any stockholder to be
redeemed whenever the number of shares owned by such stockholder or their dollar
value is below the minimum fixed by the Board of Directors.

SIXTH: The number of directors of the Corporation shall be 7, which
number may be changed in accordance with the by-laws of the Corporation but
shall never by less than 3. The names of the directors who shall act until the
first annual meeting and until their successors are elected and qualify are:

Thomas A. Brown
Robert W. Doering, M.D.
Linsley L. Lundgaard
Lloyd T. Silver
James E. Stowers, Jr.
James E. Stowers III
John M. Urie

SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation, its directors
and stockholders:

1. The Board of Directors has exclusive authority to make, amend, and
repeal the By-laws of the Corporation.

2. The Board of Directors is authorized to increase or decrease the
aggregate number of shares which the Corporation has authority to issue.

3. The Board of Directors is authorized to increase or decrease the
number of shares of any series or class, and to classify and reclassify any
unissued stock into classes and series within classes that may be established
and designated from time to time and to set or change the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of stock, of any
class or series, which are not stated in these Articles of Incorporation.

4. No holder of shares of stock of any class or series shall be
entitled as a matter of right to subscribe for or purchase or receive any part
of any new or additional issue of shares of stock of any class or series or of
securities convertible into shares of stock of any class or series, whether now
or hereafter authorized or whether issued for money, for a consideration other
than money, or by way of dividend.

5. Notwithstanding any provisions of law requiring a greater proportion
than a majority of the votes of all classes or series or of any class or series
of stock entitled to be cast to take or authorize any action, the Corporation
may take or authorize such action upon the concurrence of a majority of the
aggregate number of the votes entitled to be cast thereon.

6. The Corporation reserves the right from time to time to make any
amendments of its charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set forth in its
charter, or any outstanding stock.

7. The Corporation is not required to hold an annual meeting in any
year in which the election of directors is not required to be acted upon under
the Investment Company Act of 1940.

EIGHTH: The Corporation shall indemnify to the full extent permitted by
law each person who has served at any time as director or officer of the
Corporation, and his heirs, administrators, successors and assigns, against any
and all reasonable expenses, including counsel fees, amounts paid upon
judgments, and amounts paid in settlement (before or after suit is commenced)
actually incurred by such person in connection with the defense or settlement of
any claim, action, suit or proceeding in which he is made a party, or which may
be asserted against him, by reason of being or having been a director or officer
of the corporation. Such indemnification shall be in addition to any other
rights to which such person may be entitled under any law, bylaw, agreement,
vote of stockholders, or otherwise. Notwithstanding the foregoing, no officer or
director of the Corporation shall be indemnified against any liability, whether
or not there is an adjudication of liability, arising by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duties within
the meaning of Section 17 (and the interpretations thereunder) of the Investment
Company Act of 1940. Any determination to indemnify under this Article Eight
shall be made by "reasonable and fair means" within the meaning of Section 17
and shall otherwise comply with the Act and interpretations thereunder.

NINTH: All of the provisions of these Articles of Incorporation are
subject to, and shall be effective only in compliance with, the Investment
Company Act of 1940, all other applicable laws of the United States, the
applicable laws of the several states and the applicable rules and regulations
of administrative agencies having jurisdiction, as such laws, rules and
regulations may from time to time be amended.

IN WITNESS WHEREOF, the undersigned, who executed the foregoing
Articles of Incorporation, hereby acknowledges the same to be his act and
states, that to the best of his knowledge, information and belief, the matters
and facts therein are true in all material respects, and that this statement is
made under penalties of perjury.

Dated this 26th day of June, 1990.

/s/ William M. Lyons

ARTICLES OF AMENDMENT

TWENTIETH CENTURY FUNDS, INC.

The undersigned, William M. Lyons, in accordance with the Maryland
General Corporation Law, does hereby certify that:

1. He is duly appointed Vice President of Twentieth Century Funds,
Inc., a Maryland corporation (the "Corporation").

2. The amendment to the Articles of Incorporation of the Corporation,
which was unanimously approved by resolution of the Board of Directors of the
Corporation at a meeting held on November 17, 1990, is as follows:

The Articles of Incorporation of the Corporation be amended by
deleting all of the present Article SECOND and inserting in lieu
thereof the following Article SECOND:

SECOND: The name of the Corporation is Twentieth Century
Investors, Inc.

3. No stock entitled to be voted on the amendment was outstanding or
subscribed for at the time of the approval of such amendment by the Board of
Directors.

IN WITNESS WHEREOF, the undersigned hereby acknowledges that this
Articles of Amendment is the act of the Corporation and states, that to the best
of his knowledge, information and belief, the matters and fact stated therein
are true in all material respects, and that this statement is made under
penalties of perjury.

Dated this 19th day of November, 1990.

/s/ William M. Lyons
William M. Lyons
Vice President

Witness:

/s/ John H. Hartenbach
John H. Hartenbach
Secretary

ARTICLES OF MERGER
OF TWENTIETH CENTURY INVESTORS, INC.
A MARYLAND CORPORATION, AND
TWENTIETH CENTURY INVESTORS, INC., A DELAWARE CORPORATION

Twentieth Century Investors, Inc., a Maryland corporation, and
Twentieth Century Investors, Inc., a Delaware corporation, do hereby enter into
and execute these Articles of Merger.

(1) Each party to these Articles, namely Twentieth Century Investors,
Inc., a Maryland corporation, and Twentieth Century Investors, Inc., a Delaware
corporation, agrees to merge.

(2) Twentieth Century Investors, Inc., a Maryland corporation, is
incorporated in the state of Maryland. Twentieth Century Investors, Inc., a
Delaware corporation, is incorporated in the state of Delaware. The successor
corporation in the merger shall be Twentieth Century Investors, Inc., a Maryland
corporation.

(3) Twentieth Century Investors, Inc., a Delaware corporation, was
incorporated on December 30, 1957 under general law. It is not registered or
qualified to do business in the state of Maryland.

(4) Twentieth Century Investors, Inc., a Maryland corporation, has its
principal office in the city of Baltimore, Maryland. Twentieth Century
Investors, Inc., a Delaware corporation, has no office in the state of Maryland.
Neither of the parties to the merger owns an interest in land in any county in
the state of Maryland.

(5) The terms and conditions of the transaction set forth in these
Articles were advised, authorized and approved by each corporation party to the
Articles in the manner and by the vote required by its charter and the laws of
the place where it is organized in the following manner:

On November 17, 1990, the Board of Directors of Twentieth Century
Investors, Inc., a Maryland corporation, adopted a resolution declaring the
merger to be advisable on substantially the terms and conditions referred to in
the resolution and directed that the proposed transaction be submitted for
consideration at a special meeting of the stockholders. At a special meeting of
the stockholders on February 11, 1991, the merger was approved by the
stockholders by the unanimous vote of the votes entitled to be cast on the
matter.

The Agreement and Plan of Merger was approved by Unanimous Written
Consent of the Board of Directors of Twentieth Century Investors, Inc., a
Delaware corporation, on June 1, 1990, and was submitted to the stockholders of
the corporation on July 27, 1990, and a majority of the stock entitled to vote
thereon voted for the adoption of the agreement.

(7) The total number of shares of all classes of stock which Twentieth
Century Investors, Inc., a Maryland corporation, has authority to issue is one
billion one hundred million (1,100,000,000) shares of common stock of the par
value of one cent ($0.01) per share with an aggregate par value of eleven
million dollars ($11,000,000).

(8) The total number of shares of stock of all classes which Twentieth
Century Investors, Inc., a Delaware corporation, has authority to issue is one
billion one hundred million (1,100,000,000) shares of common stock of the par
value of one dollar ($1.00) per share and an aggregate par value of all shares
of all classes of one billion one hundred million dollars ($1,100,000,000).

(9) The manner and basis of converting or exchanging the issued stock
of Twentieth Century Investors, Inc., a Delaware corporation, and Twentieth
Century Investors, Inc., a Maryland corporation, is that each full and
fractional share of common stock of Twentieth Century Investors, Inc., a
Delaware corporation, shall be converted into an equal number of full and
fractional shares of the corresponding series of common stock of Twentieth
Century Investors, Inc., a Maryland corporation, on the effective date of the
merger.

(10) The effective date of the merger shall be February 28, 1991.

IN WITNESS WHEREOF, each corporation party to these Articles has
executed these Articles on February 20, 1991.

Twentieth Century Investors, Inc.,
a Delaware corporation

By: /s/ James E. Stowers
James E. Stowers, President

Attest: /s/ John Hartenbach
John H. Hartenbach, Secretary

Twentieth Century Investors, Inc.
a Maryland corporation

By: /s/ James E. Stowers
James E. Stowers, President

Attest: /s/ John Hartenbach
John H. Hartenbach, Secretary

State of Missouri )
) ss
County of Jackson )

On this 20th day of February, 1991, before me, a notary public appeared
James E. Stowers, President of Twentieth Century Investors, Inc., a Delaware
corporation, and acknowledged that he executed the foregoing Articles as his
free act and deed and as the free act and deed of the corporation and that, to
the best of his knowledge, information and belief the matters and facts set
forth in the document are true in all material respects, and that this statement
is made under the penalties for perjury.

/s/ Deborah J. McMullin
Notary Public

Notary Public-State of Missouri
Commissioned in Clay County
My Commission Expires July 31, 1992

State of Missouri )
) ss
County of Jackson )

On this 20th day of February, 1990, before me, a notary public appeared
James E. Stowers, President of Twentieth Century Investors, Inc., a Maryland
corporation, and acknowledged that he executed the foregoing Articles as his
free act and deed and as the free act and deed of the corporation and that, to
the best of his knowledge, information and belief the matters and facts set
forth in the document are true in all material respects, and that this statement
is made under the penalties for perjury.

/s/ Deborah J. McMullin
Notary Public

Notary Public-State of Missouri
Commissioned in Clay County
My Commission Expires July 31, 1992

ARTICLES OF AMENDMENT

TWENTIETH CENTURY INVESTORS, INC.

The undersigned, John H. Hartenbach, does hereby certify that:

1. He is the duly elected Vice-President of Twentieth Century
Investors, Inc., a Maryland corporation (the "Corporation").

2. The amendment to the Articles of Incorporation of the Corporation
set forth below, by resolution unanimously adopted by the Board of Directors of
the Corporation at a meeting held on May 8, 1993, was deemed advisable and
directed to be presented for a vote of the stockholders of the corporation. The
stockholders of the corporation, at a meeting held on July 28, 1993, approved
the adoption of the amendment as required by the general Corporation Law of the
State of Maryland and the corporation's Articles of Incorporation.

3. The amendment of the Articles of Incorporation proposed by
the Board of Directors and adopted by the stockholders of the Corporation is
as follows:

RESOLVED, that the articles of Incorporation of Twentieth Century
Investors, Inc., a Maryland corporation, be, and they hereby are,
amended by deleting all of paragraph 2(a) of the present Article FIFTH
thereof, and by inserting in lieu thereof the following new paragraph
2(a) of Articles FIFTH, providing in its entirety as follows (all
remaining paragraphs of Article FIFTH being unchanged hereby):

FIFTH.
2. The preferences, conversion or other rights, voting powers,
restrictions, limitation as to dividends, qualifications and terms or
conditions of redemption thereof shall be as follows:

(a) Holders of shares of stock of the Corporation shall be entitled to
one vote for each dollar, and a fractional vote for each fraction of a
dollar, of net asset value per share for each share of stock held,
irrespective of the class or series; provided, however, that (1)
matters affecting only one class or series shall be voted upon only by
that class or series, and (2) where required by the Investment Company
Act of 1940 or the regulations adopted thereunder or any other
applicable law, certain matters shall be voted on separately by each
class or series of shares affected.

IN WITNESS WHEREOF, the undersigned hereby acknowledges that this
Articles of Amendment is that act of Twentieth Century Investors, Inc. and
states, that to the best of his knowledge, information and belief, the matters
and fact stated therein are true in all material respects, and that this
statement is made under penalties of perjury.

Dated this 10th day of August, 1993.

/s/ John Hartenbach
John H. Hartenbach
Vice President

Witness:

/s/ Patrick A. Looby
Patrick A. Looby
Assistant Secretary

ARTICLES SUPPLEMENTARY
TWENTIETH CENTURY INVESTORS, INC.

Twentieth Century Investors, Inc., ("Twentieth Century"), a Maryland
corporation, hereby states:

1. Twentieth Century is registered as an open-end investment company under the
Investment Company Act of 1940.
2. On July 29, 1993, the Board of Directors, acting pursuant to the authority
of Section 2-105(c) of the Maryland General Corporation Law, increased the
total number of shares of capital stock that Twentieth Century has
authority to issue.
3. Immediately prior to the increase Twentieth Century had authority to issue
one billion one hundred million (1,100,000,000) shares of capital stock.
Following the increase, Twentieth Century has the authority to issue eleven
billion one hundred million (11,100,000,000) shares of capital stock.
4. Both immediately prior to and after the increase, all shares authorized
were and are classified as capital stock.
5. The par value of shares of Twentieth Century's capital stock before the
increase was and after the increase is $0.01 per share.
6. Immediately prior to the increase, the aggregate par value of all shares
of stock that Twentieth Century was authorized to issue was $11,000,000.
After giving effect to the increase, the aggregate par value of all shares
of stock that Twentieth Century is authorized to issue is $111,000,000.

IN WITNESS WHEREOF, the undersigned, William M. Lyons, Executive Vice
President of Twentieth Century, acknowledges that these Articles Supplementary
are the act of Twentieth Century, and states that, to the best of his knowledge,
information and belief, the matters and facts stated herein are true in all
material respects, and that this statement is made under penalties of perjury.

Dated this 2nd day of September, 1993.

/s/ William M. Lyons
William M. Lyons
Executive Vice President

Witness

/s/ John Hartenbach
John H. Hartenbach
Secretary

TWENTIETH CENTURY INVESTORS, INC.

ARTICLES SUPPLEMENTARY

TWENTIETH CENTURY INVESTORS, INC., a Maryland corporation whose
principal Maryland office is located in Baltimore, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST: Pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article SEVENTH of the Charter of the Corporation, the
Board of Directors of the Corporation has duly established sixteen (16)
different series for the Corporation's stock (each hereinafter referred to as a
"Series") and allocated Three Billion Four Hundred Eighty Six Million
(3,486,000,000) shares of the Eleven Billion One Hundred Million
(11,100,000,000) shares of authorized capital stock of the Corporation, par
value One Cent ($.01) per share for an aggregate par value of One Hundred Eleven
Million Dollars ($111,000,000), among such Series as follows:
<TABLE>
<CAPTION>

Series Number of Shares Aggregate Par Value
<S> <C> <C>

Growth Investors 230,000,000 $2,300,000
Select Investors 150,000,000 1,500,000
Ultra Investors 600,000,000 6,000,000
Vista Investors 110,000,000 1,100,000
Heritage Investors 120,000,000 1,200,000
Giftrust Investors 20,000,000 200,000
Balanced Investors 60,000,000 600,000
Cash Reserve 2,000,000,000 20,000,000
U.S. Governments Short-Term 60,000,000 600,000
Long-Term Bond 21,000,000 210,000
Tax-Exempt Intermediate-Term 14,000,000 140,000
Tax-Exempt Long-Term 11,000,000 110,000
Tax-Exempt Short-Term 30,000,000 300,000
U.S. Governments Intermediate-Term 20,000,000 200,000
Limited Term Bond 20,000,000 200,000
Intermediate-Term Bond 20,000,000 200,000

</TABLE>

The par value of each share of stock in each Series is One Cent ($0.01) per
share.

SECOND: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or any unissued shares
that have not been allocated to a Series, and to fix or alter all terms thereof,
to the full extent provided by the Charter of the Corporation.

THIRD: A description of the Series, including the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions for redemption is set forth
in the Charter of the Corporation and is not changed by these Articles
Supplementary, except with respect to the creation of the various Series.

FOURTH: The Board of Directors of the Corporation duly adopted
resolutions dividing into Series the authorized capital stock of the Corporation
and allocating shares to each Series as set forth in these Articles
Supplementary.

IN WITNESS WHEREOF, TWENTIETH CENTURY INVESTORS, INC. has caused these
Articles Supplementary to be signed and acknowledged in its name and on its
behalf by its Vice President and its corporate seal to be hereunto affixed and
attested to by its Secretary on this 24th day of April, 1995.

ATTEST: TWENTIETH CENTURY INVESTORS, INC.

/s/ William M. Lyons By: /s/ Patrick A. Looby
Name: William M. Lyons Name: Patrick A. Looby
Title: Secretary Title: Vice President

THE UNDERSIGNED Vice President of TWENTIETH CENTURY INVESTORS, INC.,
who executed on behalf of said Corporation the foregoing Articles Supplementary
to the Charter, of which this certificate is made a part, hereby acknowledges,
in the name of and on behalf of said Corporation, the foregoing Articles
Supplementary to the Charter to be the corporate act of said Corporation, and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects under the penalties of perjury.

Dated: April 24, 1995 /s/ Patrick A. Looby
Patrick A. Looby, Vice President

TWENTIETH CENTURY INVESTORS, INC.

ARTICLES SUPPLEMENTARY

FIRST: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

SECOND: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article SEVENTH of the Charter of the
Corporation, the Board of Directors of the Corporation has duly established
sixteen (16) different series for the Corporation's stock (each hereinafter
referred to as a "Series") and allocated Three Billion Five Hundred Fifty Six
Million (3,556,000,000) shares of the Eleven Billion One Hundred Million
(11,100,000,000) shares of authorized capital stock of the Corporation, par
value One Cent ($.01) per share for an aggregate par value of One Hundred Eleven
Million Dollars ($111,000,000), among such Series as follows:
<TABLE>
<CAPTION>

Number
Number of Shares of Shares Aggregate
Series Before Increase As Increased Par Value
<S> <C> <C> <C>

Growth Investors 230,000,000 230,000,000 $2,300,000
Select Investors 150,000,000 150,000,000 1,500,000
Ultra Investors 600,000,000 600,000,000 6,000,000
Vista Investors 110,000,000 160,000,000 1,600,000
Heritage Investors 120,000,000 120,000,000 1,200,000
Giftrust Investors 20,000,000 40,000,000 400,000
Balanced Investors 60,000,000 60,000,000 600,000
Cash Reserve 2,000,000,000 2,000,000,000 20,000,000
U.S. Governments Short-Term 60,000,000 60,000,000 600,000
Long-Term Bond 21,000,000 21,000,000 210,000
Tax-Exempt Intermediate-Term 14,000,000 14,000,000 140,000
Tax-Exempt Long-Term 11,000,000 11,000,000 110,000
Tax-Exempt Short-Term 30,000,000 30,000,000 300,000
U.S. Governments Intermediate-Term 20,000,000 20,000,000 200,000
Limited Term Bond 20,000,000 20,000,000 200,000
Intermediate-Term Bond 20,000,000 20,000,000 200,000
</TABLE>

The par value of each share of stock in each Series is One Cent ($0.01) per
share.

THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or any unissued shares
that have not been allocated to a Series, and to fix or alter all terms thereof,
to the full extent provided by the Charter of the Corporation.

FOURTH: A description of the Series, including the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions for redemption is set forth
in the Charter of the Corporation and is not changed by these Articles
Supplementary.

FIFTH: The Board of Directors of the Corporation duly adopted
resolutions dividing into Series the authorized capital stock of the Corporation
and allocating shares to each Series as set forth in these Articles
Supplementary.

ATTEST: TWENTIETH CENTURY INVESTORS, INC.

/s/ William M. Lyons By: /s/ Patrick A. Looby
Name: William M. Lyons Name: Patrick A. Looby
Title: Secretary Title: Vice President

Dated: October 11, 1995 /s/ Patrick A. Looby
Patrick A. Looby
Vice President

TWENTIETH CENTURY INVESTORS, INC.

ARTICLES SUPPLEMENTARY

FIRST: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

SECOND: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by Article SEVENTH of the Charter of the
Corporation, the Board of Directors of the Corporation has duly established
sixteen (16) different series for the Corporation's stock (each hereinafter
referred to as a "Series") and allocated Three Billion Six Hundred Twenty-Six
Million (3,626,000,000) shares of the Eleven Billion One Hundred Million
(11,100,000,000) shares of authorized capital stock of the Corporation, par
value One Cent ($.01) per share, for an aggregate par value of One Hundred
Eleven Million Dollars ($111,000,000), among such Series as follows:
<TABLE>
<CAPTION>

Number
Number of Shares of Shares Aggregate
Series Before Increase As Increased Par Value
<S> <C> <C> <C>

Growth Investors 230,000,000 300,000,000 $3,000,000
Select Investors 150,000,000 150,000,000 1,500,000
Ultra Investors 600,000,000 600,000,000 6,000,000
Vista Investors 110,000,000 160,000,000 1,600,000
Heritage Investors 120,000,000 120,000,000 1,200,000
Giftrust Investors 20,000,000 40,000,000 400,000
Balanced Investors 60,000,000 60,000,000 600,000
Cash Reserve 2,000,000,000 2,000,000,000 20,000,000
U.S. Governments Short-Term 60,000,000 60,000,000 600,000
Long-Term Bond 21,000,000 21,000,000 210,000
Tax-Exempt Intermediate-Term 14,000,000 14,000,000 140,000
Tax-Exempt Long-Term 11,000,000 11,000,000 110,000
Tax-Exempt Short-Term 30,000,000 30,000,000 300,000
U.S. Governments Intermediate-Term 20,000,000 20,000,000 200,000
Limited Term Bond 20,000,000 20,000,000 200,000
Intermediate-Term Bond 20,000,000 20,000,000 200,000

</TABLE>

The par value of each share of stock in each Series is One Cent ($0.01) per
share.

ATTEST: TWENTIETH CENTURY INVESTORS, INC.

/s/ William M. Lyons By: /s/ Patrick A. Looby
Name: William M. Lyons Name: Patrick A. Looby
Title: Secretary Title: Vice President

Dated: January 22, 1996 /s/ Patrick A. Looby
Patrick A. Looby
Vice President

TWENTIETH CENTURY INVESTORS, INC.

BY-LAWS

OFFICES

Section 1. The registered office shall be in the City of Baltimore,
State of Maryland.

Section 2. The Corporation may also have offices at such other places
both within and without the State of Maryland as the Board of Directors may from
time to time determine or the business of the Corporation may require.

MEETINGS OF STOCKHOLDERS

Section 3. Meetings of the stockholders shall be held at the office of
the Corporation in Kansas City, Missouri or at any other place within the United
States as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting.

Section 4. The Corporation shall not be required to hold an annual
meeting of its stockholders in any year in which the election of Directors is
not required by the Investment Company Act of 1940, as amended (the "Investment
Company Act"), to be acted upon by the holders of any class or series of stock
of the Corporation. The use of the term "annual meeting," wherever found in
these By-laws, shall not be construed to imply a requirement that a stockholder
meeting be held annually. In the event that the Corporation shall be required by
the Investment Company Act to hold an annual meeting of stockholders to elect
Directors, such meeting shall be held at a date and time set by the Board of
Directors in accordance with the Investment Company Act (but in no event later
than 120 days after the occurrence of the event requiring the election of
Directors). Any annual meeting that is not required by the Investment Company
Act shall be held on a date and time during the month of July set by the Board
of Directors. At any annual meeting, the stockholders shall elect a Board of
Directors and may transact any business within the powers of the Corporation.
Any business of the Corporation may be transacted at an annual meeting without
being specially designated in the notice, except such business as is
specifically required by statute to be stated in the notice.

Section 5. The presence at any stockholders meeting, in person or by
proxy, of stockholders entitled to cast one third of the votes entitled to vote
thereat shall constitute a quaorum for the transaction of business, except as
otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.
Where the approval of any particular item of business to come before a meeting
requires the approval of one or more than one class or series of stock, voting
separately, the holders of one third of the votes of each of such classes or
series entitled to vote must be present to constitute a quorum for the
transaction of such item of business. If, however, a quorum shall not be present
or represented at any meeting of the stockholders, a majority of the voting
stock represented in person or by proxy may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than 90 days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote thereat.

Section 6. When a quorum is present at any meeting, a majority of all
the votes cast is sufficient to approve any matter which properly comes before
the meeting, unless a different vote for such matter is specified by law, by the
Articles of Incorporation or by these By-laws, in which case such different
specified vote shall be required to approve such matter.

Section 7. Special meetings of the stockholders may be called at any
time by the Board of Directors, or by the Chairman of the Board, the President,
a Vice President, the Secretary or an Assistant Secretary.

Section 8. Special meetings of the stockholders shall be called by the
Secretary upon written request of stockholders entitled to cast at least 25
percent of all the votes entitled to be cast at such meeting. Such request shall
state the purpose or purposes of such meeting and the matters proposed to be
acted on thereat. After verification of the sufficiency of such request, the
Secretary shall then inform the requesting stockholders of the reasonably
estimated cost of preparing and mailing such notice of the meeting. Upon payment
to the Corporation of such costs the Secretary shall give notice stating the
purpose or purposes of the meeting to all stockholders entitled to notice of
such meeting; provided, however, unless requested by stockholders entitled to
cast a majority of all the votes entitled to be cast at the meeting, no special
meeting need be called to consider any matter which is substantially the same as
a matter voted upon at any special meeting of the stockholders held during the
preceding 12 months.

Section 9. Not less than ten nor more than 90 days before the date of
every stockholders' meeting, the Secretary shall give to each stockholder
entitled to vote at such meeting, and to each stockholder not entitled to vote
who is entitled by statute to notice, written or printed notice stating (i) the
time and place of the meeting and, (ii) the purpose or purposes for which the
meeting is called if the meeting is a special meeting, or if notice of the
purpose of the meeting is required by statute to be given. Such notice shall be
given either by mail or by presenting it to the stockholder personally or by
leaving it at his residence or usual place of business. If mailed, such notice
shall be deemed to be given when deposited in the United States mail addressed
to the stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.

Section 10. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of the meeting.

Section 11. At all meetings of stockholders, a stockholder may vote the
shares owned of record by him on the record date (determined in accordance with
Section 39 hereof) for each such stockholders' meeting either in person or by
written proxy signed by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after 11 months from its date, unless
otherwise provided in the proxy. At all meetings of stockholders, unless the
voting is conducted by inspectors, all questions relating to the qualifications
of voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the chairman of the meeting.

DIRECTORS

Section 12. The number of Directors of the Corporation shall be seven.
By vote of a majority of the entire Board of Directors, the number of Directors
fixed by the Articles of Incorporation or by these By-laws may be increased or
decreased from time to time to a number not exceeding 15 nor less than three,
but the tenure of office of a Director shall not be affected by any decrease in
the number of Directors so made by the Board. Until the first annual meeting of
stockholders or until successors are duly elected and qualify, the Board shall
consist of the persons named as such in the Articles of Incorporation. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect Directors to hold office until the next annual meeting
or until their successors are elected and qualify, a plurality of all the votes
cast at an annual meeting at which a quorum is present shall be required to
elect Directors of the Corporation. Each Director, upon his election, shall
qualify by accepting the Office of Director, and his attendance at, or his
written approval of the minutes of, any meeting of the newly-elected directors
shall constitute his acceptance of such office, or he may execute such
acceptance by a separate writing, which shall be placed in the minute book.
Directors need not be stockholders of the Corporation.

Section 13. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all the powers of the
Corporation, except such as are by law and by the Articles of Incorporation or
by these By-laws conferred upon or reserved to the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 14. Meetings of the Board of Directors, regular or special, may
be held at any place in or out of the State of Maryland as the Board may from
time to time determine.

Section 15. The first meeting of each newly-elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly-elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly-elected
Board of Directors, or if such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the Directors.

Section 16. Regular meetings of the Board of Directors may be held at
such time and place as shall from time to time be fixed by resolution adopted by
the full Board of Directors. Adoption of such resolution shall constitute notice
of all meetings held pursuant thereto.

Section 17. Special meetings of the Board of Directors may be called at
any time by the Board of Directors or the Executive Committee, if one be
constituted, by vote at a meeting, or by the Chairman of the Board, the
President or by a majority of the Directors or a majority of the members of the
Executive Committee in writing with or without a meeting. Special meetings may
be held at such place or places within or without Maryland as may be designated
from time to time by the Board of Directors; in the absence of such designation,
such meetings shall be held at such places as may be designated in the call.

Section 18. Notice of the place and time of every special meeting of
the Board of Directors shall be served on each Director or sent to him by
telegraph, or by leaving the same at his residence or usual place of business at
least three days before the date of the meeting, or by mail at least seven days
before the date of the meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail addressed to the Director at his
address as it appears on the records of the Corporation, with postage thereon
prepaid.

Section 19. At all meetings of the Board a majority of the entire Board
of Directors shall constitute a quorum for the transaction of business and the
action of a majority of the Directors present at any meeting at which a quorum
is present shall be the action of the Board of Directors unless the concurrence
of a greater proportion is required for such action by law, the Articles of
Incorporation or these By-laws. If a quorum shall not be present at any meeting
of Directors, the Directors present thereat may by a majority vote adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

Section 20. Unless otherwise restricted by the Articles of
Incorporation or these By-laws, members of the Board of Directors of the
Corporation, or any committee designated by the Board, may participate in a
meeting of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by that means shall
constitute presence in person at such meeting.

Section 21. Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of the proceedings of the Board or committee.

COMMITTEES OF DIRECTORS

Section 22. The Board of Directors may appoint from among its members
an Executive Committee and other committees composed of two or more Directors,
and may delegate to such committees any of the powers of the Board of Directors
except the power to declare dividends or distributions on stock, recommend to
the stockholders any action which requires stockholder approval, amend the
By-laws, approve any merger or share exchange which does not require stockholder
approval or issue stock. However, if the Board of Directors, subject to the
terms and provisions of the Articles of Incorporation, has given general
authorization for the issuance of stock, a committee of the Board, in accordance
with a general formula or method specified by the Board of Directors by
resolution or by adoption of a stock option or other plan, may fix the terms of
stock subject to classification or reclassification and the terms on which any
stock may be issued. In the absence of an appropriate resolution of the Board of
Directors, each committee may adopt such rules and regulations governing its
duties, proceedings, quorum and manner of acting as it shall deem proper and
desirable, provided that the quorum shall not be less than two Directors. In the
absence of any member of such committee, the members thereof present at any
meeting, whether or not they constitute a quorum, may appoint a member of the
Board of Directors to act in the place of such absent member.

Section 23. All committees of the Board of Directors shall keep minutes
of their proceedings and shall report the same to the Board of Directors at the
next Board of Directors meeting. Any action by any of such committees shall be
subject to the revision and alteration by the Board of Directors, provided that
no rights of the third persons shall be affected by any such revision or
alteration.

WAIVER OF NOTICE

Section 24. Whenever any notice of the time, place or purpose of any
meeting of stockholders, Directors or committee is required to be given under
the provisions of a statute or under the provisions of the Articles of
Incorporation or these By-laws, each person who is entitled to the notice waives
notices if (i) he, before or after the meeting, signs a waiver of notice which
is filed with the records of the meeting, or (ii) such person is present in
person at the meeting if the meeting in question is of the Board of Directors or
a committee or, if the meeting in question is of the stockholders, if such
person is present either in person or by proxy.

OFFICERS

Section 25. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a President, a Vice President, a Secretary
and a Treasurer. The President shall be selected from among the Directors. The
Board of Directors may also choose a Chairman of the Board, additional Vice
Presidents, one or more Assistant Secretaries and Assistant Treasurers. If
chosen, the Chairman of the Board shall be selected from among the Directors.
Except as otherwise specified in these By-laws, officers of the Corporation need
not be members of the Board of Directors. Officers of the Corporation shall be
elected by the Board of Directors at its first meeting after each annual meeting
of stockholders. If no annual meeting of stockholders shall be held in any year,
such election of officers may be held at any regular or special meeting of the
Board of Directors as shall be determined by the Board of Directors.

Section 26. Two or more offices, except those of President and Vice
President, may be held by the same person but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, the Articles of Incorporation or these By-laws to
be executed, acknowledged or verified by two or more officers.

Section 27. The Board of Directors, at any meeting thereof, may appoint
such additional officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.

Section 28. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 29. The officers of the Corporation shall serve for one year
and until their successors are chosen and qualify. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment, the best interests
of the Corporation will be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed. If the
office of any officer or officers becomes vacant for any reason, the vacancy may
be filled by the Board of Directors at any meeting thereof.

CHAIRMAN OF THE BOARD

Section 30. If a Chairman of the Board be elected, he shall preside at
all meetings of the stockholders and Directors at which he may be present and
shall have such other duties, powers and authority as may be prescribed
elsewhere in these By-laws. The Board of Directors may delegate such other
authority and assign such additional duties to the Chairman of the Board, other
than those conferred by law exclusively upon the President, as it may from time
to time determine, an, to the extent permissible by law, the Board may designate
the Chairman of the Board as the chief executive officer of the Corporation with
all of the powers otherwise conferred upon the President of the Corporation
under Section 31, or it may, from time to time, divide the responsibilities,
duties and authority for the general control and management of the Corporation's
business and affairs between the Chairman of the Board and the President.

PRESIDENT

Section 31. Unless the Board otherwise provides, the President shall be
the chief executive officer of the Corporation with such general executive
powers and duties of supervision and management as are usually vested in the
office of the chief executive officer of a corporation, and he shall carry into
effect all directions and resolutions of the Board. The President, in the
absence of the Chairman of the Board or if there be no Chairman of the Board,
shall preside at all meetings of the stockholders and Directors. He shall have
such other or further duties and authority as may be prescribed elsewhere in
these By-laws or from time to time by the Board of Directors. If a Chairman of
the Board be elected or appointed and designated as the chief executive officer
of the Corporation, as provided in Section 30, the President shall perform such
duties as may be specifically delegated to him by the Board of Directors or are
conferred by law exclusively upon him and in the absence, disability, or
inability or refusal to act of the Chairman of the Board, the President shall
perform the duties and exercise the powers of the Chairman of the Board.

VICE PRESIDENTS

Section 32. The Vice President, or if there shall be more than one, the
Vice Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

SECRETARY AND ASSISTANT SECRETARIES

Section 33. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board, affix the same to
any instrument requiring it, and when so affixed it shall be attested by his
signature or by the signature of an Assistant Secretary.

Section 34. The Assistant Secretary, if any, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

THE TREASURER AND ASSISTANT TREASURER

Section 35. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Corporation and shall deposit all
monies, and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.

Section 36. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. He shall perform all of the acts incidental to the office of
Treasurer, subject to the control of the Board of Directors.

Section 37. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration other property of whatever kind in his possession
or under his control belonging to the Corporation.

Section 38. The Assistant Treasurer, if any, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Treasurer
designated by the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

GENERAL PROVISIONS

CLOSING OF TRANSFER BOOKS

Section 39. The Board of Directors may fix, in advance, a date as the
record date for the purpose of determining stockholders entitled to notice of,
or to vote at, any meeting of stockholders, or stockholders entitled to receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of stockholders of record for any other proper purpose. Such date,
in any case, shall be not more than 90 days, and in case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. In lieu of
fixing a record date, prior to the date on which the particular action requiring
such determination of stockholders is to be taken, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period not to
exceed, in any case, 20 days. If the stock transfer books are closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting.

Section 40. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Maryland.

DIVIDENDS

Section 41. Dividends upon the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, in property, or in its own shares. The authority of the
Board of Directors regarding the declaration and payment of dividends is
Directors regarding the declaration and payment of dividends is subject,
however, to the provisions of the Investment Company Act, the law of Maryland
and the Articles of Incorporation.

EXECUTION OF INSTRUMENTS

Section 42. All documents, transfers, contracts, agreements,
requisitions or orders, promissory notes, assignments, endorsements, checks,
drafts, and orders for payment of money, notes and other evidences of
indebtedness, issued in the name of the Corporation, and other instruments
requiring execution by the Corporation, shall be signed by such officer or
officers as the Board of Directors may from time to time designate or, in the
absence of such designation, by the President.

FISCAL YEAR

Section 43. The fiscal year of the Corporation shall end on October 31
of each year unless the Board of Directors shall determine otherwise.

SEAL

Section 44. The corporate seal of the Corporation shall have inscribed
thereon the name and the state of incorporation of the Corporation. The form of
the seal shall be subject to alteration by the Board of Directors and the seal
may be used by causing it or a facsimile to be impressed or affixed or printed
or otherwise reproduced. In lieu of affixing the corporate seal to any document
it shall be sufficient to meet the requirements of any law, rule or regulation
relating to a corporate seal to affix the word "(Seal)" adjacent to the
signature of the authorized officer of the Corporation.

STOCK LEDGER

Section 45. The Corporation shall maintain at its office in Kansas
City, Missouri, an original stock ledger containing the names and addresses of
all stockholders and the number of shares of each class held by each
stockholder. Such stock ledger may be in written form or any other form capable
of being converted into written form within a reasonable time for visual
inspection.

STOCK CERTIFICATES

Section 46. Certificates of stock of the Corporation shall be in the
form approved by the Board of Directors. Subject to Section 47 below, every
holder of stock of the Corporation shall be entitled to have a certificate,
signed in the name of the Corporation by the President, or any Vice President
and countersigned by the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary, certifying the number and kind of shares owned by him in
the Corporation. Such certificate may be sealed with the corporate seal of the
Corporation. Such signatures may be either manual or facsimile signatures and
the seal may be either facsimile or any other form of seal. In case any officer,
transfer agent, or registrar who shall have signed any such certificate, or
whose facsimile signature has been placed thereon, shall cease to be such an
officer, transfer agent or registrar (because of death, resignation or
otherwise) before such certificate is issued, such certificate may be issued and
delivered by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.

Section 47. The Board of Directors, by resolution, may at any time
authorize the issuance without certificates of some or all of the shares of one
or more of the classes or series of the Corporation's stock. Such issuances
without certificates shall be made in accordance with the requirements therefor
set forth in Sections 2-210(c) and 2-211 of the Maryland General Corporation Law
and Article 8 of the Maryland Commercial Law Article (or any successor
provisions to such statutes). Such authorization will not affect shares already
represented by certificates until such shares are surrendered to the Corporation
for transfer, cancellation or other disposition.

INDEMNIFICATION AND INSURANCE

Section 48. (a) The Corporation shall indemnify any individual
("Indemnitee") who is a present or former director, officer, employee, or agent
of the Corporation, or who, while a director, officer, employee, or agent of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan who, by reason of his position was, is, or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (hereinafter
collectively referred to as a "Proceeding") against any judgments, penalties,
fines, settlements, and reasonable expenses (including attorneys' fees) actually
incurred by such Indemnitee in connection with any Proceeding, to the fullest
extent that such indemnification may be lawful under Maryland law. The
Corporation shall pay any reasonable expenses so incurred by such Indemnitee in
defending a Proceeding in advance of the final disposition thereof to the
fullest extent that such advance payment may be lawful under Maryland law.
Subject to any applicable limitations and requirements set forth in the
Corporation's Articles of Incorporation and in these By-laws, any payment of
indemnification or advance of expenses shall be made in accordance with the
procedures set forth in Maryland law.

(b) Anything in this Section 48 to the contrary notwithstanding,
nothing in this Section 48 shall protect or purport to protect any Indemnitee
against any liability to the Corporation or its stockholders, whether or not
there has been an adjudication of 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
("Disabling Conduct").

(c) Anything in this Section 48 to the contrary notwithstanding, no
indemnification shall be made by the Corporation to an Indemnitee unless:

(i) there is a final decision on the merits by a court or other
body before whom the Proceeding was brought that the
Indemnitee was not liable by reason of Disabling Conduct; or

(ii) in the absence of such a decision, there is a reasonable
determination, based upon a review of the facts, that the
Indemnitee was not liable by reason of Disabling Conduct,
which determination shall be made by:

(A) the vote of a majority of a quorum of directors who
are neither "interested persons" of the Corporation
as defined in Section 2(a)(19) of the Investment
Company Act, nor parties to the Proceeding; or

(B) an independent legal counsel in a written opinion.

(d) Anything in this Section 48 to the contrary notwithstanding, any
advance of expenses by the Corporation to any Indemnitee shall be made only upon
the undertaking by such Indemnitee to repay the advance unless it is ultimately
determined that such Indemnitee is entitled to indemnification as above
provided, and only if one of the following conditions is met:

(i) the Indemnitee provides a security for his undertaking; or

(ii) the Corporation shall be insured against losses arising by
reason of any lawful advances; or

(iii) there is a determination, based on a review of readily
available facts (which review shall not require a full
trial-type inquiry), that there is reason to believe that the
Indemnitee will ultimately be found entitled to
indemnification, which determination shall be made by:

(A) a majority of a quorum of directors who are
neither "interested persons" of the Corporation as
defined in Section 2(a)(19) of the Investment
Company Act, nor parties to the Proceeding; or

(B) an independent legal counsel in a written opinion.

Section 49. To the fullest extent permitted by applicable Maryland law
and by Sections 17(h) and 17(i) of the Investment Company Act, or any successor
provisions thereto or interpretations thereunder, the Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or who is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
trust, other enterprise, or employee benefit plan, against any liability
asserted against him and incurred by him in any such capacity or arising out of
his position, whether or not the Corporation would have the power to indemnify
him against such liability pursuant to Section 2-418 of the Maryland General
Corporation Law.

AMENDMENTS

Section 50. The Board of Directors shall have the power, at any regular
meeting or at any special meeting if notice thereof be included in the notice of
such special meeting, to alter or repeal any or all By-laws of the Corporation
and to adopt new By-laws.

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

I, the undersigned, being the Secretary of Twentieth Century Investors,
Inc., do hereby certify the foregoing to be the By-laws of said Corporation, as
adopted at a meeting of the Board of Directors held the 17th day of November,
1990.

/s/ John Hartenbach

Twentieth Century Investors, Inc.
4500 Main Street
P.O. Box 419200
Kansas City, Missouri 64141-6200

February 29, 1996

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Twentieth Century Investors, Inc.
1933 Act File No. 2-14213;
1940 Act File No. 811-0816
Post-Effective Amendment No. 73 to
Registration Statement on Form N-1A

Ladies/Gentlemen:

Pursuant to Section 101(a) of Regulation S-T and Rule 485(b) under the
Securities Act of 1933, the aforementioned Registrant hereby submits for filing
the following Post-Effective Amendment No. 73 to the Registration Statement on
Form N-1A filed by the registrant.

The principal purpose of this Post-Effective Amendment is to update the
financial statements and to make such other changes as are deemed appropriate.

As permitted by Rule 485(b), a new separate prospectus has been
included in the Registration Statement for Giftrust Investors. Previously, it
was included with the Equity Funds prospectus. The new Giftrust prospectus has
not been redlined, as to do so would require the entire document to be redlined.
Also, the Equity Funds prospectus has not been marked to show the Giftrust
deletions.

In the enclosed prospectuses, the term "conversion" has been changed to
"exchange" and "automatic monthly investment" has been changed to "automatic
investment." Because of the immaterial nature of these changes, they have not
been redlined, either. Other than the changes referred to in this and the
preceding paragraph, tags have been placed to denote changes made from
Post-Effective Amendment No. 72.

Pursuant to subsection (e) of Rule 485, I hereby represent that the
Post-Effective Amendment does not contain disclosures which would render such
Post-Effective Amendment ineligible to become effective pursuant to paragraph
(b) of the aforementioned Rule 485.

If there are any questions or comments regarding this filing, please
contact the undersigned at (816) 340-4349.

Very truly yours,

/s/ Patrick A. Looby
Patrick A. Looby
Vice President and
Associate General Counsel

PL/dnh

CONSENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

Twentieth Century Investors, Inc.
Twentieth Century Tower
4500 Main Street
Kansas City, Missouri 64111

We hereby consent to the use in this Post-Effective Amendment No. 73 to the
Registration Statement under the Securities Act of 1933 and this Amendment No.
73 to the Registration Statement under the Investment Company Act of 1940, both
on form N-1A, of our report dated November 27, 1995, accompanying and pertaining
to the financial statements of Twentieth Century Investors, Inc., as of October
31, 1995, which are included in such Post-Effective Amendments.

/s/ BAIRD, KURTZ & DODSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
February 27, 1996

Schedule of Computation of Performance Advertising Quotations

A. Representative Total Return Calculations

Set forth below are representative calculations of each type of total
return performance quotation included in the Statement of Additional Information
of Twentieth Century Investors, Inc.

1. Average annual total return. The five year average annual
return of Growth Investors, as quoted in the Statement of Additional
Information, was 18.32%.

This return was calculated as follows:

P(1+T)n=ERV
where,

P = a hypothetical initial payment of $1,000 T = average annual total
return n = number of years ERV = ending redeemable value of the
hypothetical $1,000 payment at the end of 5 years.

Applying the actual return figures of Growth Investors for the 5 year
period ended October 31, 1995:

1,000 (1+18.32%)5 = $2,318.95

T = 2,318.95 1/5 - 1
1,000.00

T = 18.32%

2. Cumulative total return. The cumulative total return of
Growth Investors from 6/30/71 to 10/31/95 as quoted in the Statement
of Additional Information, was 6,212.00%

This return was calculated as follows:

C = (ERV - P)
P

where,

C = cumulative total return

<PAGE>

P = a hypothetical initial payment of $1,000

ERV = ending redeemable value of the hypothetical
$1,000 payment at the end of the 24.3 year period

Applying the actual return figures of Growth Investors for the 24.3
year period ended October 31, 1995:

C = (63,120 - 1,000)
1,000

C = 6,212.00%

B. Yield Calculations

Set forth below are representative calculations of each type of yield
quotation included in the Statement of Additional Information of Twentieth
Century Investors, Inc.

1. Cash Reserve Yield. The yield for Cash Reserve for the
current seven days ended October 31, 1995, as quoted in the Statement
of Additional Information, was 5.16%.

The yield was computed as follows:

Y = I x 365
B 7

where,

Y = yield
I = total income of hypothetical account of one share over
seven day period
B = beginning account value ($1)

Applying the actual figures of Cash Reserve for the seven day period
ended October 31, 1995:

Y = .000990334 x 365
---------- ---
1 7

Y = 5.16%

Thirty-day yields are calculated similarly, with the appropriate
substitutions.

2. Cash Reserve Effective Yield. The effective yield for Cash
Reserve for the seven days ended October 31, 1995 as quoted in the
Statement of Additional Information, was 5.30%.

The effective yield was computed as follows:

EF = (1 + I) - 1
B

where,

<PAGE>

EF - effective yield
I = total income of hypothetical account of one share over
seven day period
B = beginning account value ($1)

Applying the actual figures of Cash Reserve for the seven day period
ended October 31, 1994:

EF = 1 + .0990334 365 - 1
-------- ---
1 7

EF = 5.30%

3. Other Fixed-Income Funds and the Balanced Fund Yield. The
yield for U.S. Governments for the thirty days ended October 31, 1995,
as quoted in the Statement of Additional Information, was 5.18%.

The yield was calculated as follows:

Y = a - b + 1 6 - 1 *2
-----
c*d

where,

Y = yield
a = total income during thirty day period
b = expense accrued for the period
c = average daily number of shares outstanding during the
period
d = maximum offering price per share on last day of period

Applying the actual figures of U.S. Governments for the thirty
day period ended October 31, 1995:

1,891,818.76 - 220,043.54 +1 6 - 1 *2
-------------------------
41,143,971.501 * 9.51

Y = 5.18%

4. Tax-Equivalent Yield. The tax-equivalent yield for
Tax-Exempt Intermediate Term for the thirty days ended October 31,
1995, as quoted in the Statement of Additional Information, was 6.58%.

The tax-equivalent yield was calculated as follows:
EY = Y - Yt
_______ + Yt
1 - A

where,

EY = tax-equivalent yield Y = yield (as computed above) A = assumed tax
rate of 36%
Yt = portion of the yield that was not tax-exempt

Applying the actual figures of Tax-Exempt Intermediate Term
for the thirty days ended October 31, 1995:

EY = 4.21
1-.36

EY = 6.58%

Cumulative total return and average annual total return quotations for
the fixed-income funds (other than Cash Reserve) are calculated in the same
manner as cumulative total return and average annual total return quotations for
the Twentieth Century common stock funds and the Balanced Fund as described
under paragraphs A1 and A2 of this Schedule.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Twentieth Century
Investors, Inc., hereinafter called the "Corporation", and certain directors and
officers of the Corporation, do hereby constitute and appoint James E. Stowers,
Jr., James E. Stowers III, William M. Lyons, and Patrick A. Looby, and each of
them individually, their true and lawful attorneys and agents to take any and
all action and execute any and all instruments which said attorneys and agents
may deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933 and/or the Investment Company Act of 1940, as amended,
and any rules, regulations, orders, or other requirements of the United States
Securities and Exchange Commission thereunder, in connection with the
registration under the Securities Act of 1933 and/or the Investment Company Act
of 1940, as amended, including specifically, but without limitation of the
foregoing, power and authority to sign the name of the Corporation in its behalf
and to affix its corporate seal, and to sign the names of each of such directors
and officers in their capacities as indicated, to any amendment or supplement to
the Registration Statement filed with the Securities and Exchange Commission
under the Securities Act of 1933 and/or the Investment Company Act of 1940, as
amended, and to any instruments or documents filed or to be filed as a part of
or in connection with such Registration Statement; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents shall do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Corporation has caused this Power to be
executed by its duly authorized officers on this the 29th day of July, 1995.

TWENTIETH CENTURY INVESTORS, INC.

By: /s/ James E. Stowers III
JAMES E. STOWERS III, President

SIGNATURE AND TITLE

/s/ James E. Stowers, Jr. /s/ Robert W. Doering, M.D.
JAMES E. STOWERS, JR. ROBERT W. DOERING, M.D.
Chairman, Director Director
Principal Executive Officer

/s/ James E. Stowers III /s/ Linsley L. Lundgaard
JAMES E. STOWERS III LINSLEY L. LUNDGAARD
President and Director Director

/s/ Robert T. Jackson /s/ Donald H. Pratt
ROBERT T. JACKSON DONALD H. PRATT
Executive Vice President, Director
Principal Financial Officer

/s/ Maryanne Roepke /s/ Lloyd T. Silver
MARYANNE ROEPKE LLOYD T. SILVER
Vice President and Treasurer, Director
Principal Accounting Officer

/s/ Thomas A. Brown /s/ M. Jeannine Strandjord
THOMAS A. BROWN M. JEANNINE STRANDJORD
Director Director

Attest:
/s/ John M. Urie
JOHN M. URIE
By: /s/ William M. Lyons Director
William M. Lyons, Secretary

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> GROWTH INVESTORS - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 4344143
<INVESTMENTS-AT-VALUE> 5206898
<RECEIVABLES> 45561
<ASSETS-OTHER> 4801
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5257260
<PAYABLE-FOR-SECURITIES> 115368
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11998
<TOTAL-LIABILITIES> 127366
<SENIOR-EQUITY> 2148
<PAID-IN-CAPITAL-COMMON> 3610415
<SHARES-COMMON-STOCK> 214805
<SHARES-COMMON-PRIOR> 189806
<ACCUMULATED-NII-CURRENT> 11867
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 639741
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 865723
<NET-ASSETS> 5129894
<DIVIDEND-INCOME> 54450
<INTEREST-INCOME> 8941
<OTHER-INCOME> 0
<EXPENSES-NET> 45770
<NET-INVESTMENT-INCOME> 17621
<REALIZED-GAINS-CURRENT> 642082
<APPREC-INCREASE-CURRENT> 276216
<NET-CHANGE-FROM-OPS> 935919
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9560
<DISTRIBUTIONS-OF-GAINS> 610062
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34079
<NUMBER-OF-SHARES-REDEEMED> 42012
<SHARES-REINVESTED> 32932
<NET-CHANGE-IN-ASSETS> 766418
<ACCUMULATED-NII-PRIOR> 11142
<ACCUMULATED-GAINS-PRIOR> 600385
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 45714
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 45770
<AVERAGE-NET-ASSETS> 4579949
<PER-SHARE-NAV-BEGIN> 22.99
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 4.08
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 3.22
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.88
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> SELECT INVESTORS - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 3499790
<INVESTMENTS-AT-VALUE> 4033769
<RECEIVABLES> 61001
<ASSETS-OTHER> 8442
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4103212
<PAYABLE-FOR-SECURITIES> 77121
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 17653
<TOTAL-LIABILITIES> 94774
<SENIOR-EQUITY> 1014
<PAID-IN-CAPITAL-COMMON> 2989829
<SHARES-COMMON-STOCK> 101434
<SHARES-COMMON-PRIOR> 113552
<ACCUMULATED-NII-CURRENT> 20688
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 462093
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 534814
<NET-ASSETS> 4008438
<DIVIDEND-INCOME> 70142
<INTEREST-INCOME> 8029
<OTHER-INCOME> 0
<EXPENSES-NET> 40970
<NET-INVESTMENT-INCOME> 37201
<REALIZED-GAINS-CURRENT> 455886
<APPREC-INCREASE-CURRENT> 76341
<NET-CHANGE-FROM-OPS> 569428
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 31233
<DISTRIBUTIONS-OF-GAINS> 319512
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10704
<NUMBER-OF-SHARES-REDEEMED> 33197
<SHARES-REINVESTED> 10375
<NET-CHANGE-IN-ASSETS> (269405)
<ACCUMULATED-NII-PRIOR> 36129
<ACCUMULATED-GAINS-PRIOR> 304310
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 40919
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 40970
<AVERAGE-NET-ASSETS> 4091449
<PER-SHARE-NAV-BEGIN> 37.67
<PER-SHARE-NII> 0.33
<PER-SHARE-GAIN-APPREC> 4.68
<PER-SHARE-DIVIDEND> 0.28
<PER-SHARE-DISTRIBUTIONS> 2.87
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 39.52
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> ULTRA INVESTORS - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 9128766
<INVESTMENTS-AT-VALUE> 14297200
<RECEIVABLES> 142318
<ASSETS-OTHER> 9556
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14449074
<PAYABLE-FOR-SECURITIES> 41100
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32072
<TOTAL-LIABILITIES> 73172
<SENIOR-EQUITY> 5128
<PAID-IN-CAPITAL-COMMON> 8531518
<SHARES-COMMON-STOCK> 512810
<SHARES-COMMON-PRIOR> 488847
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 669968
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5169288
<NET-ASSETS> 14375902
<DIVIDEND-INCOME> 49864
<INTEREST-INCOME> 27303
<OTHER-INCOME> 0
<EXPENSES-NET> 113421
<NET-INVESTMENT-INCOME> (36254)
<REALIZED-GAINS-CURRENT> 619125
<APPREC-INCREASE-CURRENT> 3146594
<NET-CHANGE-FROM-OPS> 3729465
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 308428
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 143246
<NUMBER-OF-SHARES-REDEEMED> 134889
<SHARES-REINVESTED> 15606
<NET-CHANGE-IN-ASSETS> 4031629
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 304953
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 113284
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 113421
<AVERAGE-NET-ASSETS> 11377593
<PER-SHARE-NAV-BEGIN> 21.16
<PER-SHARE-NII> (0.07)
<PER-SHARE-GAIN-APPREC> 7.58
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.65
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 28.03
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> VISTA INVESTORS - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 1115763
<INVESTMENTS-AT-VALUE> 1675577
<RECEIVABLES> 21369
<ASSETS-OTHER> 1232
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1698178
<PAYABLE-FOR-SECURITIES> 17646
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4615
<TOTAL-LIABILITIES> 22261
<SENIOR-EQUITY> 1065
<PAID-IN-CAPITAL-COMMON> 1005259
<SHARES-COMMON-STOCK> 106542
<SHARES-COMMON-PRIOR> 72451
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 109778
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 559815
<NET-ASSETS> 1675917
<DIVIDEND-INCOME> 316
<INTEREST-INCOME> 3608
<OTHER-INCOME> 0
<EXPENSES-NET> 11118
<NET-INVESTMENT-INCOME> (7194)
<REALIZED-GAINS-CURRENT> 111473
<APPREC-INCREASE-CURRENT> 328626
<NET-CHANGE-FROM-OPS> 432905
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 2161
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 88066
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<SHARES-REINVESTED> 203
<NET-CHANGE-IN-ASSETS> 883574
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 467
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11105
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11118
<AVERAGE-NET-ASSETS> 1129411
<PER-SHARE-NAV-BEGIN> 10.94
<PER-SHARE-NII> (0.08)
<PER-SHARE-GAIN-APPREC> 4.90
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.73
<EXPENSE-RATIO> 0.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> GIFTRUST INVESTORS - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 421356
<INVESTMENTS-AT-VALUE> 566494
<RECEIVABLES> 6155
<ASSETS-OTHER> 546
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 573195
<PAYABLE-FOR-SECURITIES> 11590
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 493
<TOTAL-LIABILITIES> 12083
<SENIOR-EQUITY> 219
<PAID-IN-CAPITAL-COMMON> 367700
<SHARES-COMMON-STOCK> 21896
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<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 48055
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 145138
<NET-ASSETS> 561112
<DIVIDEND-INCOME> 181
<INTEREST-INCOME> 907
<OTHER-INCOME> 0
<EXPENSES-NET> 3844
<NET-INVESTMENT-INCOME> (2756)
<REALIZED-GAINS-CURRENT> 50818
<APPREC-INCREASE-CURRENT> 66656
<NET-CHANGE-FROM-OPS> 114718
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 14781
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8277
<NUMBER-OF-SHARES-REDEEMED> 153
<SHARES-REINVESTED> 816
<NET-CHANGE-IN-ASSETS> 295511
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 14775
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3840
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3844
<AVERAGE-NET-ASSETS> 391410
<PER-SHARE-NAV-BEGIN> 20.50
<PER-SHARE-NII> (0.16)
<PER-SHARE-GAIN-APPREC> 6.37
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 1.09
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.63
<EXPENSE-RATIO> 0.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> U.S. GOVERMENTS SHORT-TERM - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 383464
<INVESTMENTS-AT-VALUE> 387146
<RECEIVABLES> 5920
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 393066
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1735
<TOTAL-LIABILITIES> 1735
<SENIOR-EQUITY> 412
<PAID-IN-CAPITAL-COMMON> 406856
<SHARES-COMMON-STOCK> 41168
<SHARES-COMMON-PRIOR> 42810
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (19619)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3682
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<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 24200
<OTHER-INCOME> 0
<EXPENSES-NET> 2714
<NET-INVESTMENT-INCOME> 21486
<REALIZED-GAINS-CURRENT> 506
<APPREC-INCREASE-CURRENT> 9263
<NET-CHANGE-FROM-OPS> 31255
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 21486
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9240
<NUMBER-OF-SHARES-REDEEMED> 13034
<SHARES-REINVESTED> 2152
<NET-CHANGE-IN-ASSETS> (5422)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (20105)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2709
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2714
<AVERAGE-NET-ASSETS> 388916
<PER-SHARE-NAV-BEGIN> 9.27
<PER-SHARE-NII> 0.52
<PER-SHARE-GAIN-APPREC> 0.24
<PER-SHARE-DIVIDEND> 0.52
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<PER-SHARE-NAV-END> 9.51
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> CASH RESERVE - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 1470341
<INVESTMENTS-AT-VALUE> 1470341
<RECEIVABLES> 1305
<ASSETS-OTHER> 6211
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1477857
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8311
<TOTAL-LIABILITIES> 8311
<SENIOR-EQUITY> 14696
<PAID-IN-CAPITAL-COMMON> 1454930
<SHARES-COMMON-STOCK> 1469626
<SHARES-COMMON-PRIOR> 1298982
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (80)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1469546
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 81341
<OTHER-INCOME> 0
<EXPENSES-NET> 9564
<NET-INVESTMENT-INCOME> 71777
<REALIZED-GAINS-CURRENT> (80)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 71697
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 71777
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1917043
<NUMBER-OF-SHARES-REDEEMED> 1815596
<SHARES-REINVESTED> 69197
<NET-CHANGE-IN-ASSETS> 170564
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9547
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9564
<AVERAGE-NET-ASSETS> 1379253
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.05
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> LONG-TERM BOND - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
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<INVESTMENTS-AT-VALUE> 146760
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<TOTAL-LIABILITIES> 10473
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5543
<NET-ASSETS> 149223
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<NET-INVESTMENT-INCOME> 8667
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<NET-CHANGE-FROM-OPS> 21175
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<GROSS-EXPENSE> 1040
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<PER-SHARE-NAV-BEGIN> 8.91
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<PER-SHARE-NAV-END> 9.78
<EXPENSE-RATIO> 0.78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 9
<NAME> TAX-EXEMPT INT-TERM - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
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<ACCUM-APPREC-OR-DEPREC> 2521
<NET-ASSETS> 80248
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<NET-CHANGE-IN-ASSETS> (1152)
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<EXPENSE-RATIO> 0.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> TAX-EXEMPT LONG-TERM - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
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<ACCUM-APPREC-OR-DEPREC> 2836
<NET-ASSETS> 57997
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<NET-INVESTMENT-INCOME> 2801
<REALIZED-GAINS-CURRENT> (24)
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<NET-CHANGE-IN-ASSETS> 7033
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<GROSS-EXPENSE> 318
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<PER-SHARE-NAV-BEGIN> 9.75
<PER-SHARE-NII> 0.53
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<EXPENSE-RATIO> 0.59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> HERITAGE INVESTORS - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
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<ACCUM-APPREC-OR-DEPREC> 182036
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<NET-CHANGE-IN-ASSETS> 111560
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<AVERAGE-NET-ASSETS> 903305
<PER-SHARE-NAV-BEGIN> 10.32
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<EXPENSE-RATIO> 0.99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 12
<NAME> BALANCED INVESTORS - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 711568
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<PAID-IN-CAPITAL-COMMON> 669332
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<OVERDISTRIBUTION-GAINS> 0
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<NET-CHANGE-IN-ASSETS> 111704
<ACCUMULATED-NII-PRIOR> 1820
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<PER-SHARE-NAV-BEGIN> 15.94
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<EXPENSE-RATIO> 0.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 13
<NAME> TAX-EXEMPT SHORT-TERM - 1995
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
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<SENIOR-EQUITY> 58
<PAID-IN-CAPITAL-COMMON> 58293
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<ACCUMULATED-NET-GAINS> (7)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 493
<NET-ASSETS> 58837
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<NET-INVESTMENT-INCOME> 2614
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<SHARES-REINVESTED> 232
<NET-CHANGE-IN-ASSETS> (2020)
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 1
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<PER-SHARE-NAV-BEGIN> 9.95
<PER-SHARE-NII> 0.44
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<PER-SHARE-NAV-END> 10.09
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 14
<NAME> LIMITED-TERM BOND - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
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<ACCUMULATED-NII-PRIOR> 0
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<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 15
<NAME> INTERMEDIATE-TERM BOND - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
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<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<SERIES>
<NUMBER> 16
<NAME> U.S. GOVERMENTS INTER-TERM - 1995 PORTFOLIO
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
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</TABLE>