AMERICAN CENTURY MUTUAL FUNDS INC
497, 1997-09-26
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                                   PROSPECTUS

                            [american century logo]
                                    American
                                Century(reg.sm)

                               SEPTEMBER 30, 1997

                                     BENHAM
                                  GROUP(reg.sm)

                                   High-Yield

INVESTOR CLASS

[front cover]


                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.

              AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
        Group                      Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
      High-Yield


                                   PROSPECTUS
                               SEPTEMBER 30, 1997

                                   High-Yield
                                 INVESTOR CLASS

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

    American  Century  Mutual  Funds,   Inc.  is  a  part  of  American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering a variety of investment opportunities. One of the funds from our Benham
Group that invests  primarily in high-yield  fixed income or debt instruments is
described in this  Prospectus.  Securities of the type in which the fund invests
are subject to substantial risks including price volatility,  liquidity risk and
default  risk.  You  should  carefully  assess  the  risks  associated  with  an
investment in the fund. The other funds are described in separate prospectuses.

    Through its Investor Class of shares,  American  Century offers  investors a
full  line  of  no-load  funds,  investments  that  have  no  sales  charges  or
commissions.  This  Prospectus  gives  you  information  about the fund that you
should know before investing.  Please read this Prospectus  carefully and retain
it for future reference.  Additional information is included in the Statement of
Additional  Information  dated September 30, 1997, and filed with the Securities
and Exchange Commission. It is incorporated into this Prospectus by reference.
To obtain a copy without charge, call or write:

                        AMERICAN CENTURY INVESTMENTS
                     4500 Main Street * P.O. Box 419200
              Kansas City, Missouri 64141-6200 * 1-800-345-2021
                     International calls: 816-531-5575
                  Telecommunications Device for the Deaf:
                 1-800-634-4113 * In Missouri: 816-444-3485
                        Internet: www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

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.


     PROSPECTUS                                                                1


                        INVESTMENT OBJECTIVE OF THE FUND

 AMERICAN CENTURY-BENHAM HIGH-YIELD FUND

    High-Yield seeks high current income by investing in a diversified portfolio
of  high-yielding   corporate  bonds,  debentures  and  notes.  As  a  secondary
objective,  the fund seeks capital  appreciation,  but only when consistent with
the primary objective of maximizing  current income.  The fund invests primarily
in  lower-rated  debt  securities,  which are subject to greater credit risk and
consequently  offer  higher  yield.  Securities  of this  type  are  subject  to
substantial risks including price  volatility,  liquidity risk and default risk.
You should carefully assess the risks associated with an investment in the fund.

  There is no assurance that the fund will achieve its investment objective.

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


2      INVESTMENT OBJECTIVE                   AMERICAN CENTURY INVESTMENTS


                                TABLE OF CONTENTS

Transaction and Operating Expense Table .....................................4

INFORMATION REGARDING THE FUND
Investment Policies of the Fund .............................................5
Investment Strategy .........................................................5
    High-Yield and Corporate Bonds ..........................................5
    Zero-Coupon, Step-Coupon and
       Pay-In-Kind Securities ...............................................6
    Convertible Securities ..................................................6
    Foreign Securities ......................................................6
    Loan Interests ..........................................................7
    Money Market Instruments ................................................7
    United States Government Securities .....................................7
Fundamentals of Fixed-Income Investing ......................................7
Other Investment Practices, Their
Characteristics and Risks ...................................................8
    Portfolio Turnover ......................................................8
    Derivative Securities ...................................................8
    Covered Call Options ....................................................9
    Portfolio Lending .......................................................9
    When-Issued Securities ..................................................9
    Rule 144A Securities ....................................................9
    Interest Rate Futures Contracts and
       Options Thereon .....................................................10
Performance Advertising ....................................................11

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
American Century Investments ...............................................12
Investing in American Century ..............................................12
How to Open an Account .....................................................12
            By Mail ........................................................12
            By Wire ........................................................12
            By Exchange ....................................................13
            In Person ......................................................13
       Subsequent Investments ..............................................13
            By Mail ........................................................13
            By Telephone ...................................................13
            By Online Access ...............................................13
            By Wire ........................................................13
            In Person ......................................................13
       Automatic Investment Plan ...........................................13
  How to Exchange From One Account to Another ..............................13
            By Mail ........................................................14
            By Telephone ...................................................14
            By Online Access ...............................................14
  How to Redeem Shares .....................................................14
            By Mail ........................................................14
            By Telephone ...................................................14
            By Check-A-Month ...............................................14
            Other Automatic Redemptions ....................................14
       Redemption Proceeds .................................................14
            By Check .......................................................14
            By Wire and ACH ................................................14
       Redemption of Shares in Low-Balance Accounts ........................15
  Signature Guarantee ......................................................15
  Special Shareholder Services .............................................15
            Automated Information Line .....................................15
            Online Account Access ..........................................15
            Open Order Service .............................................15
            Tax-Qualified Retirement Plans .................................16
  Important Policies Regarding Your Investments ............................16
  Reports to Shareholders ..................................................17
  Employer-Sponsored Retirement Plans
  and Institutional Accounts ...............................................17

ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ................................................................18
    When Share Price Is Determined .........................................18
    How Share Price Is Determined ..........................................18
    Where to Find Information About Share Price ............................19
Distributions ..............................................................19
Taxes ......................................................................19
    Tax-Deferred Accounts ..................................................19
    Taxable Accounts .......................................................19
Management .................................................................20
    Investment Management ..................................................20
    Code of Ethics .........................................................21
    Transfer and Administrative Services ...................................21
Distribution of Fund Shares ................................................22
Further Information About American Century .................................22


     PROSPECTUS                                      TABLE OF CONTENTS       3


                     TRANSACTION AND OPERATING EXPENSE TABLE

                                                                      High-Yield

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 average net assets)

Management Fees(2) .................................................... 0.90%

12b-1 Fees ............................................................  none

Other Expenses(3) ..................................................... 0.00%

Total Fund Operating Expenses ......................................... 0.90%

EXAMPLE:

You would pay the following expenses on a                      1 year    $  9
$1,000 investment, assuming a 5% annual return and            3 years      29
redemption at the end of each time period:                    5 years      50
                                                             10 years     111


(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  fund's  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 21.

(3) Other  expenses,  which  include  the fees "and  expenses  (including  legal
    counsel fees) of those directors who are not interested  persons" as defined
    in the  Investment  Company  Act, are expected to be less than 0.01 of 1% of
    average net assets for the current fiscal year.

  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 class of shares of the American  Century
fund  offered  by  this   Prospectus.   The  example  set  forth  above  assumes
reinvestment  of all  dividends and  distributions  and uses a 5% annual rate of
return as required by Securities and Exchange Commission regulations.

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

  The shares  offered by this  Prospectus  are Investor Class shares and have no
up-front or deferred sales charges,  commissions, or 12b-1 fees. The fund offers
one other class of shares to investors,  primarily to  institutional  investors,
that has a different fee structure  than the Investor  Class.  The difference in
the  fee  structures   among  the  classes  is  the  result  of  their  separate
arrangements for shareholder and distribution services and not the result of any
difference  in  amounts  charged by the  manager  for core  investment  advisory
services.  Accordingly,  the core  investment  advisory  expenses do not vary by
class. A difference in total fees will result in different  performance  for the
other  classes.  For  additional  information  about the  classes,  see "Further
Information About American Century," page 22.


4    TRANSACTION AND OPERATING EXPENSE TABLE        AMERICAN CENTURY INVESTMENTS


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

    The fund has adopted certain  investment  restrictions that are set forth in
the  Statement of Additional  Information.  Those  restrictions,  as well as the
investment  objective of the fund identified on page 2 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.  For an explanation  of the  securities  ratings
referred to in the following  discussion,  see "An  Explanation  of Fixed Income
Securities Ratings" in the Statement of Additional Information.

INVESTMENT STRATEGY

    The fund seeks high current  income by investing in a diversified  portfolio
of  high-yielding   corporate  bonds,  debentures  and  notes.  As  a  secondary
objective,  the fund seeks capital  appreciation,  but only when consistent with
the primary objective of maximizing  current income.  The fund invests primarily
in  lower-rated  debt  securities,  which are subject to greater credit risk and
consequently  offer  higher  yield.  Securities  of this  type  are  subject  to
substantial risks including price  volatility,  liquidity risk and default risk.
You should carefully assess the risks associated with an investment in the fund.
The fund requires a minimum investment of $2,500 ($1,000 for IRAs).

    Under normal market  conditions,  the fund will maintain at least 80% of the
value  of  its  total  assets  in  high-yielding  corporate  bonds,  other  debt
instruments  (including  income-producing  convertible and preferred securities)
denominated in U.S. dollars or foreign currencies. Up to 40% of the Fund's total
assets may be invested in fixed income obligations of foreign issuers, and up to
20% of its total assets may be invested in common stock or other  equity-related
securities,  excluding  convertible  and preferred  securities.  The fund is not
restricted  in  the  amount  of   income-producing   convertible  and  preferred
securities it is allowed to own.  Under normal market  conditions,  the fund may
invest up to 20% of its assets, and for temporary defensive purposes, up to 100%
of its assets, in short-term money market instruments.

HIGH-YIELD AND CORPORATE BONDS

    The  securities  purchased by the fund  generally will be rated in the lower
rating  categories  of  recognized  rating  agencies,  as low as Caa by  Moody's
Investors  Service,  Inc.  ("Moody's")  or D by Standard & Poor's  Ratings Group
("S&P"),  or in unrated securities that the Manager deems of comparable quality.
The fund may hold  securities  with higher  ratings when the yield  differential
between low-rated and higher-rated  securities  narrows and the risk of loss may
be reduced substantially with only a relatively small reduction in yield.

    Issuers of high-yield  securities  are more  vulnerable to real or perceived
economic  changes (such as an economic  downturn or a prolonged period of rising
interest  rates),  political  changes or adverse  developments  specific  to the
issuer.  Adverse  economic,  political  or other  developments  may  impair  the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional  financing.  In the event of a
default,  the fund would experience a reduction of its income and could expect a
decline in the market value of the defaulted securities.

    The market for lower quality  securities  is generally  less liquid than the
market for higher quality securities. Adverse publicity and investor perceptions
as well as new or proposed laws may also have a greater  negative  impact on the
market for lower quality  securities.  Sovereign debt of foreign  governments is
generally  rated by  country.  Because  these  ratings do not take into  account
individual factors relevant to each issue and may not be updated regularly,  the
Manager


     PROSPECTUS                           INFORMATION REGARDING THE FUND       5


may elect to treat such securities as unrated debt.

    The fund will not purchase securities rated lower than B by both Moody's and
S&P  unless,  immediately  after  such  purchase,  no more than 10% of its total
assets are invested in such securities.

ZERO-COUPON, STEP-COUPON AND PAY-IN-KIND SECURITIES

    The fund may invest in zero-coupon,  step-coupon and pay-in-kind securities.
These  securities  are debt  securities  that do not make regular cash  interest
payments.  Zero-coupon and step-coupon securities are sold at a deep discount to
their face value.  Pay-in-kind  securities pay interest  through the issuance of
additional  securities.  Because such securities do not pay current cash income,
the price of these  securities  can be volatile when interest  rates  fluctuate.
While these  securities do not pay current cash income,  federal  income tax law
requires the holders of zero-coupon,  step-coupon and pay-in-kind  securities to
include in income each year the portion of the original issue discount and other
noncash income on such securities accrued during that year. In order to continue
to qualify for treatment as a "regulated  investment company" under the Internal
Revenue Code and avoid  certain  excise tax, the fund may be required to dispose
of other  portfolio  securities,  which may occur in periods  of adverse  market
prices, in order to generate cash to meet these distribution  requirements.  For
further information about taxes, see "Taxes" on page 19.

CONVERTIBLE SECURITIES

    Convertible securities are fixed-income  securities that may be converted at
either a stated  price or stated rate into  underlying  shares of common  stock.
Convertible securities have general characteristics similar to both fixed-income
and  equity  securities.  Although  to a lesser  extent  than with  fixed-income
securities  generally,  the  market  value of  convertible  securities  tends to
decline as  interest  rates  increase  and,  conversely,  tends to  increase  as
interest rates decline.  In addition,  because of the  conversion  feature,  the
market value of convertible  securities  tends to vary with  fluctuations in the
market value of the underlying common stocks and, therefore,  also will react to
variations  in the general  market for equity  securities.  A unique  feature of
convertible  securities  is that as the market  price of the  underlying  common
stock declines,  convertible  securities  tend to trade  increasingly on a yield
basis, and so may not experience market value declines to the same extent as the
underlying  common stock.  When the market price of the underlying  common stock
increases, the prices of the convertible securities tend to rise as a reflection
of the value of the underlying common stock. While no securities investments are
without risk,  investments in convertible  securities generally entail less risk
than investments in common stock of the same issuer.

FOREIGN SECURITIES

    The fund may invest in the securities of foreign issuers,  including foreign
governments,  when these securities meet its standards of selection.  Securities
of foreign issuers may trade in the U.S. or foreign securities markets.

    Investments in foreign securities may present certain risks, including those
resulting from  fluctuations in currency  exchange rates,  future  political and
economic  developments,  clearance and settlement risk, 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.

    Because most foreign securities are denominated in non-U.S.  currencies, the
investment  performance  of the fund  could be  affected  by  changes in foreign
currency  exchange rates. The value of the fund's assets  denominated in foreign
currencies will increase or decrease in response to fluctuations in the value of
those foreign  currencies  relative to the U.S. dollar.  Currency exchange rates
can be  volatile  at times in  response  to supply  and  demand in the  currency
exchange markets, international balances of payments, governmental intervention,
speculation, and other political and economic conditions.

    The fund may  purchase  and sell  foreign  currency  on a spot basis and hay
engage in forward currency contracts,  currency options and futures transactions
for hedging or any other lawful purpose.  (See  "Derivative  Securities" on page
8.)

    The fund may  invest up to 40% of its  total  assets  in the  securities  of
foreign issuers.


6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


LOAN INTERESTS

    The fund may  invest a portion of its  assets in loan  interests,  which are
interests  in amounts  owed by a corporate,  governmental  or other  borrower to
lenders or lending  syndicates.  Loan interests purchased by the fund may have a
maturity  of any  number of days or years,  and may be  acquired  from U.S.  and
foreign  banks,  insurance  companies,  finance  companies  or  other  financial
institutions  that have made loans or are members of a lending syndicate or from
the holders of loan interests.  Loan interests  involve the risk of loss in case
of default or  bankruptcy  of the  borrower  and,  in the case of  participation
interests,  involve  a risk of  insolvency  of the agent  lending  bank or other
financial  intermediary.  Loan interests are not rated by any NRSROs and are, at
present,  not readily marketable and may be subject to contractual  restrictions
on resale.

MONEY MARKET INSTRUMENTS

    As noted,  the fund may  invest in the  following  short-term  money  market
instruments:

  (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; and

  (6)    Repurchase agreements.

    The fund may invest up to 20% 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.

UNITED STATES GOVERNMENT SECURITIES

    The government  securities in which the fund may invest include:  (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 U.S. 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.

FUNDAMENTALS OF FIXED-INCOME INVESTING

    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,
such as those in which the fund  invests,  tend to sell at higher  yield  levels
than top-rated bonds of similar maturity.

   AUTHORIZED CREDIT QUALITY RANGES

Denotes authorized quality:         AAA
                                    A-1
                                    P-1
                                  MIG-1
                                   SP-1
                                     AA
                                      A
                                    A-2
                                    P-2
                                  MIG-2
                                   SP-2
                                    BBB
                                    A-3
                                    P-3
                                  MIG-3
                                   SP-3
                                     BB
                                      B
                                    CCC
                                     CC
                                      C
                                      D

Denotes expected quality
range of at least 80%
of total assets of the fund:        A-2
                                    P-2
                                  MIG-2
                                   SP-2
                                    BBB
                                    A-3
                                    P-3
                                  MIG-3
                                   SP-3
                                     BB
                                      B
                                    CCC

In addition,  as economic,  political and business  developments  unfold,  these
lower-quality bonds, which possess lower levels of protection with regard


PROSPECTUS                           INFORMATION REGARDING THE FUND       7


to timely payment, usually exhibit more price fluctuation than do higher-quality
bonds of like maturity.

    The investment  practices of the fund take into account these relationships.
The intermediate- to long-term  maturity and the lower asset quality of the fund
have  implications  for the degree of price volatility and the yield level to be
expected from an investment in the fund. Investors should be aware that the fund
has higher price volatility potential and higher yield potential than funds that
invest in higher-quality debt securities.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

PORTFOLIO TURNOVER

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

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

DERIVATIVE SECURITIES

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

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

    There are many different types of derivatives and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect the 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 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
because 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 the 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


8     INFORMATION REGARDING THE FUND               AMERICAN CENTURY INVESTMENTS


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.

COVERED CALL OPTIONS

    The fund may write  call  options  on  securities.  The fund  realizes  fees
(referred to as "premiums") for granting the rights evidenced by the options.  A
call  option  embodies  the right of its  purchaser  to compel the writer of the
option to sell to the option holder an underlying  security at a specified price
at any time  during the option  period.  Thus,  the  purchaser  of a call option
written  by the fund  has the  right to  purchase  from the fund the  underlying
security owned by the fund at the agreed-upon price for a specified time period

    Upon the exercise of a call option  written by the fund, the fund may suffer
a loss equal to the  excess of the  security's  market  value at the time of the
option  exercise  over the fund's  acquisition  cost of the  security,  less the
premium received for writing the option.

    The fund will write only  covered  options.  Accordingly,  whenever the fund
writes a call  option,  it will  continue  to own or have the  present  right to
acquire  the  underlying  security  for as long as it remains  obligated  as the
writer of the option.

    The fund may engage in a closing purchase transaction to realize a profit or
to unfreeze an underlying  security (thereby  permitting its sale or the writing
of a new option on the security prior to the outstanding  option's  expiration).
To effect a closing purchase transaction,  the fund would purchase, prior to the
holder's  exercise  of an  option  the fund has  written,  an option of the same
series  as that on which the fund  desires  to  terminate  its  obligation.  The
obligation  of the fund under an option it has written  would be terminated by a
closing purchase transaction,  but the fund would not be deemed to own an option
as the result of the  transaction.  There can be no  assurance  the fund will be
able to effect closing purchase  transactions at a time when it wishes to do so.
To facilitate closing purchase  transactions,  however, the fund ordinarily will
write  options only if a secondary  market for the options  exists on a domestic
securities exchange or in the over-the-counter market.

PORTFOLIO LENDING

    In order  to  realize  additional  income,  the fund may lend its  portfolio
securities  to  persons  not  affiliated  with  it  and  who  are  deemed  to be
creditworthy.  Such  loans  must be  secured  continuously  by  cash  collateral
maintained on a current basis in an amount at least equal to the market value of
the securities loaned, or by irrevocable letters of credit. During the existence
of the loan,  the fund must  continue to receive the  equivalent of the interest
and dividends  paid by the issuer on the  securities  loaned and interest on the
investment of the collateral.  The fund must have the right to call the loan and
obtain the  securities  loaned at any time on five days' notice,  including,  if
applicable,  the  right  to  call  the  loan to  enable  the  fund  to vote  the
securities.

    Loans may not exceed 33-1/3% of the fund's total assets taken at market.

WHEN-ISSUED SECURITIES

    The fund 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 the fund
consisting of cash or high-quality  liquid debt securities in an amount at least
equal to the when-issued commitments will be established and maintained with the
custodian. No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

    The fund may,  from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the fund's
criteria for selection. Rule 144A securities are securi-


PROSPECTUS                                   INFORMATION REGARDING THE FUND    9


ties that are  privately  placed with and traded among  qualified  institutional
investors  rather than the general  public.  Although Rule 144A  securities  are
considered "restricted securities," they are not necessarily illiquid.

    With respect to securities eligible for resale under Rule 144A, the staff of
the Securities and Exchange Commission has taken the position that the liquidity
of such securities in the portfolio of the 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.  The  staff  also
acknowledges  that,  while the Board  retains  ultimate  responsibility,  it may
delegate this function to the manager.  Accordingly,  the Board has  established
guidelines and procedures for  determining the liquidity of Rule 144A securities
and has delegated the day-to-day  function of determining  the liquidity of Rule
144A securities to the manager.  The Board retains the responsibility to monitor
the implementation of the guidelines and procedures it has adopted.

    Since the  secondary  market  for such  securities  is  limited  to  certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited  accordingly  and the fund  may,  from  time to time,  hold a Rule  144A
security that is illiquid.  In such an event,  the fund's  manager will consider
appropriate remedies to minimize the effect on the fund's liquidity.

    The fund may not invest more than 15% of its assets in  illiquid  securities
(securities  that may not be sold within seven days at  approximately  the price
used in determining the net asset value of fund shares).

INTEREST RATE FUTURES CONTRACTS AND OPTIONS THEREON

    The fund 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,  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.

    The fund will  deposit  in a  segregated  account  with its  custodian  bank
appropriate  debt  obligations  or equity  securities  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.

    The 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.   The  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 the fund invests without the large cash
investments  required for dealing in such markets,  they may subject the 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.

    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
distortion.  Due to the possibility of distortion, a correct forecast of general
interest  rate  trends  by the  manager  may still  not  result in a  successful
transaction. The


10       INFORMATION REGARDING THE FUND          AMERICAN CENTURY INVESTMENTS


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.

PERFORMANCE ADVERTISING

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

    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  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

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

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

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

    All performance  information  advertised by the fund is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.


PROSPECTUS                                INFORMATION REGARDING THE FUND      11


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

    The  fund  offered  by this  Prospectus  is a part of the  American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-2021  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

To  reduce  expenses  and  demonstrate  respect  for  our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one account.  If  additional  copies of financial  reports and  prospectuses  or
separate  mailing  of  account  statements  is  desired,  please  call us at the
above-referenced number.

INVESTING IN AMERICAN CENTURY

    The following section explains how to invest in American Century,  including
purchases,  redemptions,  exchanges  and  special  services.  You will find more
detail about doing business with us by referring to the Investor  Services Guide
that you will receive when you open an account.

    If  you  own  or  are   considering   purchasing   fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial intermediary, the following sections, as well as information contained
in  our  Investor   Services   Guide,   may  not  apply  to  you.   Please  read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 17.

HOW TO OPEN AN ACCOUNT

    To open an account,  you must complete and sign an  application,  furnishing
your  taxpayer  identification  number.  (You must also certify  whether you are
subject to  withholding  for failing to report  income to the IRS.)  Investments
received without a certified taxpayer identification number will be returned.

    The minimum investment is $2,500 ($1,000 for IRAs).

    The  minimum  investment  requirements  may be  different  for some types of
retirement  accounts.  Call one of our  Investor  Services  Representatives  for
information  on  our  retirement  plans,  which  are  available  for  individual
investors or for those investing through their employers.

    Please note:  If you register  your account as belonging to multiple  owners
(e.g., as joint  tenants),  you must provide us with specific  authorization  on
your  application  in order for us to accept  written or telephone  instructions
from  a  single  owner.  Otherwise,  all  owners  will  have  to  agree  to  any
transactions  that involve the account  (whether the  transaction  request is in
writing or over the telephone).

    You may invest in the following ways:

BY MAIL

    Send a  completed  application  and  check or money  order  payable  in U.S.
dollars to American Century Investments.

BY WIRE

    You may make your initial  investment by wiring funds.  To do so, call us or
mail  a  completed   application  and  provide  your  bank  with  the  following
information:

(*)RECEIVING BANK AND ROUTING NUMBER:
   Commerce Bank, N.A. (101000019)

(*)BENEFICIARY (BNF):
   American Century Services Corporation
   4500 Main St., Kansas City, Missouri 64111

(*)BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
   2804918

(*)REFERENCE FOR BENEFICIARY (RFB):
   American  Century  account number into which you are investing.  If more than
   one, leave blank and see Bank to Bank Information below.

(*)ORIGINATOR TO BENEFICIARY (OBI):
   Name and address of owner of account into which you are investing.

12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


(*)BANK TO BANK INFORMATION

   (BBI OR FREE FORM TEXT):

    *    Taxpayer identification or Social Security
         number

    *    If more than one account,  account numbers and amount to be invested in
         each account.

    *    Current tax year, previous tax year or rollover  designation if an IRA.
         Specify  whether IRA,  SEP-IRA,  SARSEP-IRA,  Simple Employer or Simple
         Employee.

BY EXCHANGE

    Call 1-800-345-2021 from 7 a.m. to 7 p.m. Central time to get information on
opening an account by exchanging from another American Century account. See this
page for more information on exchanges.

IN PERSON

    If you prefer to work with a representative  in person,  please visit one of
our Investor Centers, located at:

    4500 Main Street 
    Kansas City, Missouri 64111

    4917 Town Center Drive 
    Leawood, Kansas 66211

    1665 Charleston Road
    Mountain View, California 94043

    2000 S. Colorado Blvd.
    Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

    Subsequent  investments  may  be  made  by an  automatic  bank,  payroll  or
government direct deposit (see "Automatic Investment Plan," this page) or by any
of  the  methods  below.  The  minimum  investment  requirement  for  subsequent
investments:  $250 for checks submitted without the investment slip portion of a
previous  statement  or  confirmation,  $50 for all  other  types of  subsequent
investments.

BY MAIL

    When making subsequent  investments,  enclose your check with the investment
slip portion of the  confirmation  of a previous  investment.  If the investment
slip is not  available,  indicate your name,  address and account number on your
check or a separate piece of paper. (Please be aware that the investment minimum
for subsequent investments is higher without an investment slip.)

BY TELEPHONE

    Once your account is open, you may make investments by telephone if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank  account.  You may  call an  Investor  Services  Representative  or use our
Automated Information Line.

BY ONLINE ACCESS

    Once  your  account  is open,  you may make  investments  online if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

BY WIRE

    You may make  subsequent  investments  by  wire.  Follow  the wire  transfer
instructions on page 12 and indicate your account number.

IN PERSON

    You  may  make  subsequent  investments  in  person  at one of our  Investor
Centers. The locations of our four Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

    You may  elect on your  application  to make  investments  automatically  by
authorizing us to draw on your bank account regularly.  Such investments must be
at least the  equivalent  of $50 per  month.  You also may  choose an  automatic
payroll or government  direct  deposit.  If you are  establishing a new account,
check the appropriate box under  "Automatic  Investments" on your application to
receive  more  information.  If you  would  like to add a direct  deposit  to an
existing account, please call one of our Investor Services Representatives.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

    As long as you meet any minimum  investment  requirements,  you may exchange
your fund  shares to our other  funds up to six times per year per  account.  An
exchange  request  will be  processed as of the same day it is received if it is
received  before the funds' net asset values are  calculated,  which is one hour
prior to the  close of the New York  Stock  Exchange  for  funds  issued  by the
American Century Target Maturities


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       13


Trust,  and at the close of the Exchange  for all of our other funds.  See "When
Share Price is Determined," page 18.

    For any single exchange,  the shares of each fund being acquired must have a
value of at least $100.  However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.

BY MAIL

    You may direct us in writing  to  exchange  your  shares  from one  American
Century account to another. For additional information,  please see our Investor
Services Guide.

BY TELEPHONE

    You may make exchanges over the telephone  (either with an Investor Services
Representative  or using our Automated  Information  Line -- see page 15) if you
have authorized us to accept telephone  instructions.  You can authorize this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to receive the appropriate form.

BY ONLINE ACCESS

    You  can  make  exchanges  online  if  you  have  authorized  us  to  accept
instructions  over the  Internet.  You can  authorize  this by  selecting  "Full
Services"  on your  application  or by calling us at  1-800-345-2021  to get the
appropriate form.

HOW TO REDEEM SHARES

    We will  redeem or "buy back" your shares at any time.  Redemptions  will be
made at the next net asset value determined after a completed redemption request
is received.

    Please note that a request to redeem shares in an IRA or 403(b) plan must be
accompanied  by an  executed  IRS  Form  W4-P  and a reason  for  withdrawal  as
specified by the IRS.

BY MAIL

    Your  written  instructions  to  redeem  shares  may  be  made  either  by a
redemption  form,  which we will  send you upon  request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee," page 15.

BY TELEPHONE

    If you have authorized us to accept telephone  instructions,  you may redeem
your shares by calling an Investor Services Representative.

BY CHECK-A-MONTH

    If you have at least a  $10,000  balance  in your  account,  you may  redeem
shares by  Check-A-Month.  A  Check-A-Month  plan  automatically  redeems enough
shares each month to provide  you with a check in an amount you choose  (minimum
$50). To set up a Check-A-Month  plan, please call and request our Check-A-Month
brochure.

OTHER AUTOMATIC REDEMPTIONS

    If you have at least a $10,000  balance  in your  account,  you may elect to
make  redemptions  automatically  by authorizing us to send funds to you or your
account  at  a  bank  or  other  financial  institution.  To  set  up  automatic
redemptions, call one of our Investor Services Representatives.

REDEMPTION PROCEEDS

    Please  note that  shortly  after a  purchase  of shares is made by check or
electronic  draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send  redemption  proceeds (to allow your purchase funds to
clear).  No interest is paid on the redemption  proceeds after the redemption is
processed but before your redemption proceeds are sent.

    Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

    Ordinarily,  all  redemption  checks will be made payable to the  registered
owner of the shares and will be mailed only to the  address of record.  For more
information, please refer to our Investor Services Guide.

BY WIRE AND ACH

    You may authorize us to transmit  redemption  proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

    Your bank will usually receive wired funds within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Wired  funds  are  subject  to a $10 fee to cover  bank wire  charges,  which is
deducted from redemption 


14 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS

proceeds.  Once the funds are  transmitted,  the time of receipt  and the funds'
availability are not under our control.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

    Whenever  the  shares  held in an  account  have a value  of less  than  the
required  minimum,  a  letter  will be sent  advising  you of the  necessity  of
bringing  the value of the  shares  held in the  account up to the  minimum.  If
action is not taken within 90 days of the letter's  date, the shares held in the
account will be redeemed and the proceeds  from the  redemption  will be sent by
check to your address of record. We reserve the right to increase the investment
minimums.

SIGNATURE GUARANTEE

    To protect  your  accounts  from fraud,  some  transactions  will  require a
signature guarantee.  Which transactions will require a signature guarantee will
depend on which  service  options  you elect  when you open  your  account.  For
example, if you choose "In Writing Only," a signature guarantee will be required
when:

    *    redeeming more than $25,000; or

    *    establishing or increasing a Check-A-Month or automatic transfer on an
         existing account.

    You may obtain a signature  guarantee from a bank or trust  company,  credit
union,  broker-dealer,  securities  exchange or association,  clearing agency or
savings association, as defined by federal law.

    For a more in-depth explanation of our signature guarantee policy, or if you
live outside the United  States and would like to know how to obtain a signature
guarantee, please consult our Investor Services Guide.

    We reserve the right to require a signature guarantee on any transaction, or
to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

    We offer  several  service  options to make your  account  easier to manage.
These are listed on the account  application.  Please make note of these options
and  elect  the ones  that are  appropriate  for you.  Be aware  that the  "Full
Services" option offers you the most flexibility. You will find more information
about each of these service options in our Investor Services Guide.

    Our special shareholder services include:

AUTOMATED INFORMATION LINE

    We offer an 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 use the  Automated
Information  Line to make  investments  into your accounts (if we have your bank
information  on file) and  obtain  your  share  balance,  value and most  recent
transactions.  If you have authorized us to accept telephone  instructions,  you
also may exchange shares from one fund to another via the Automated  Information
Line.  Redemption  instructions  cannot be given via the  Automated  Information
Line.

ONLINE ACCOUNT ACCESS

    You   may   contact   us  24   hours   a  day,   seven   days   a  week   at
www.americancentury.com  to access  your  funds'  daily  share  prices,  receive
updates on major market indexes and view  historical  performance of your funds.
If you select "Full  Services" on your  applications,  you can use your personal
access code and Social Security number to view your account balances and account
activity,  make subsequent investments from your bank account or exchange shares
from one fund to another.

OPEN ORDER SERVICE

    Through our open order  service,  you may  designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced  fund by exchange to one
of our money market funds.  The  designated  purchase  price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time the order is placed.  If the designated price
is  met  within  90  calendar   days,  we  will  execute  your  exchange   order
automatically at that price (or better). Open orders not executed within 90 days
will be canceled.

    If the fund you have selected  deducts a distribution  from its share price,
your order  price will be  adjusted  accordingly  so the  distribution  does not
inadvertently  trigger an open order transaction on your behalf. If you close or
re-register the account


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       15


from which the shares are to be redeemed, your open order will be canceled.

    Because of their time-sensitive nature, open order transactions are accepted
only by  telephone  or in per-son.  These  transactions  are subject to exchange
limitations  described  in  each  fund's  prospectus,  except  that  orders  and
cancellations  received  before 2 p.m.  Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

    The fund is available for your  tax-deferred  retirement plan. Call or write
us and request the appropriate forms for:

    *    Individual Retirement Accounts (IRAs);

    *    403(b) plans for employees of public school systems and non-profit
         organizations; or

    *    Profit sharing plans and pension plans for corporations and other
         employers.

    If your IRA and  403(b)  accounts  do not total  $10,000,  each  account  is
subject to an annual $10 fee, up to a total of $30 per year.

    You can also transfer your  tax-deferred  plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

    Every  account is subject to policies  that could  affect  your  investment.
Please refer to the Investor  Services Guide for further  information  about the
policies discussed below, as well as further detail about the services we offer

  (1)    We reserve the right for any reason to suspend  the  offering of shares
         for a  period  of  time,  or 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 fund.

  (2)    We  reserve  the  right  to  make  changes  to  any  stated  investment
         requirements,  including those that relate to purchases,  transfers and
         redemptions.  In addition,  we may also alter,  add to or terminate any
         investor   services  and   privileges.   Any  changes  may  affect  all
         shareholders or only certain series or classes of shareholders.

  (3)    Shares  being  acquired  must be  qualified  for sale in your  state of
         residence.

  (4)    Transactions  requesting  a  specific  price and date,  other than open
         orders, will be refused.  Once you have mailed or otherwise transmitted
         your  transaction  instructions  to us,  they  may not be  modified  or
         canceled.

  (5)    If a transaction request is made by a corporation,  partnership, trust,
         fiduciary,  agent  or  unincorporated   association,  we  will  require
         evidence  satisfactory to us of the authority of the individual  making
         the request.

  (6)    We have established  procedures  designed to assure the authenticity of
         instructions received by telephone. These procedures include requesting
         personal  identification  from callers,  recording telephone calls, and
         providing  written  confirmations  of  telephone  transactions.   These
         procedures are designed to protect  shareholders  from  unauthorized or
         fraudulent  instructions.  If we do not employ reasonable procedures to
         confirm  the  genuineness  of  instructions,  then we may be liable for
         losses due to unauthorized or fraudulent instructions. The company, its
         transfer agent and investment  advisor will not be responsible  for any
         loss due to instructions they reasonably believe are genuine.

  (7)    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.

  (8)    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 us during such periods, you may send
         your transaction instructions by mail, express mail or courier service,
         or you may  visit  one of our  Investor  Centers.  You may also use our
         Automated Information Line if you have requested and received an access
         code and are not attempting to redeem shares.

16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


  (9)    If  you  fail  to  provide  us  with  the  correct  certified  taxpayer
         identification  number, we may reduce any redemption proceeds by $50 to
         cover the  penalty the IRS will impose on us for failure to report your
         correct taxpayer identification number on information reports.

  (10)   We will perform special inquiries on shareholder  accounts.  A research
         fee of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

    At the  end of  each  calendar  quarter,  we will  send  you a  consolidated
statement that summarizes all of your American Century  holdings,  as well as an
individual  statement  for  each  fund you own that  reflects  all  year-to-date
activity in your account.  You may request a statement of your account  activity
at any time.

    With the  exception of most  automatic  transactions,  each time you invest,
redeem,  transfer or exchange  shares,  we will send you a  confirmation  of the
transaction. See the Investor Services Guide for more detail.

    Carefully  review  all the  information  relating  to  transactions  on your
statements  and  confirmations  to ensure that your  instructions  were acted on
properly.  Please notify us immediately 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, we
will deem you to have ratified the transaction.

    No later than January 31 of each year, we will send you reports that you may
use in completing your U.S. income tax return. See the Investor Services Guide
for more information.

    Each year, we will send you an annual and a semi-annual  report  relating to
your fund, each of which is incorporated herein by reference.  The annual report
includes audited financial  statements and a list of portfolio  securities as of
the  fiscal  year end.  The  semi-annual  report  includes  unaudited  financial
statements  for the first six  months of the fiscal  year,  as well as a list of
portfolio  securities at the end of the period. You also will receive an updated
prospectus at least once each year.  Please read these materials  carefully,  as
they will help you understand your fund.

EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS

    Information   contained  in  our  Investor   Services   Guide   pertains  to
shareholders  who invest  directly with American  Century rather than through an
employer-sponsored retirement plan or through a financial intermediary.

    If  you  own  or  are   considering   purchasing   fund  shares  through  an
employer-sponsored retirement plan, your ability to purchase shares of the fund,
exchange them for shares of other American  Century funds,  and redeem them will
depend on the terms of your plan.

    If you  own or are  considering  purchasing  fund  shares  through  a  bank,
broker-dealer,  insurance company or other financial intermediary,  your ability
to purchase,  exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

    You may reach one of our Institutional  Service  Representatives  by calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your plan administrator or financial intermediary.


 PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       17


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

    The price of your shares is also  referred to as their net asset value.  Net
asset value is determined by  calculating  the total value of the fund's assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding. For all American Century funds, except funds issued by the American
Century Target  Maturities  Trust, net asset value is determined as of the close
of regular trading on each day that the New York Stock Exchange is open, usually
3 p.m.  Central  time.  The net asset  values  for Target  Maturities  funds are
determined one hour prior to the close of the Exchange.

    Investments and requests to redeem or exchange shares will receive the share
price next determined after we receive your  investment,  redemption or exchange
request.  For example,  investments and requests to redeem or exchange shares of
the fund received by us or one of our agents before the time as of which the net
asset value of the fund is  determined,  are effective on, and receive the price
determined on, the next day the Exchange is open.

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

    Investments by telephone pursuant to your prior  authorization to us to draw
on your bank account are considered received at the time of your telephone call.
Investment and  transaction  instructions  received by us on any business day by
mail  prior to the time as of  which  the net  asset  value is  determined,  are
effective on, and will receive the price determined,  that day.  Investments and
instructions  received after that time will receive the price  determined on the
next business day.

    If you invest in fund shares through an  employer-sponsored  retirement plan
or  other  financial  intermediary,  it  is  the  responsibility  of  your  plan
recordkeeper or financial  intermediary to transmit your purchase,  exchange and
redemption  request to the fund's transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the fund's  procedures or any contractual  arrangement  with the
funds or the fund's distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

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

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

    The  value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, 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


18    ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net  asset  value of the  Investor  Class of the  fund  offered  by this
Prospectus is published in leading  newspapers  daily. Net asset values may also
be    obtained    by    calling    us   or   by    accessing    our   Web   site
(www.americancentury.com).


DISTRIBUTIONS

    At the close of each day,  including  Saturdays,  Sundays and holidays,  net
income  of  the  fund  is  determined  and  declared  as  a  distribution.   The
distribution  will be paid  monthly on the last Friday of each month  except for
year-end distributions, which will be paid on the last business day of the year.

    You will  begin to  participate  in the  distributions  the day  after  your
purchase is  effective.  See "When Share Price is  Determined,"  page 18. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all shares are redeemed, 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 fund may make  distributions  on a more
frequent  basis to comply with the  distribution  requirements  of the  Internal
Revenue  Code and  Regulations,  in all events in a manner  consistent  with the
provisions of the Investment Company Act.

    Participants in employer-sponsored retirement or savings plans must reinvest
all  distributions.   For  shareholders   investing  through  taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b)  plans  paid  in  cash  only  if you are at  least  59-1/2  years  old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date. Please consult our Investor Services Guide for
further information regarding your distribution options.

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income, 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


PROSPECTUS ADDITIONAL                    INFORMATION YOU SHOULD KNOW        19


income.  Distributions from net long-term capital gains are taxable 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) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains.

    In January of the year  following the  distribution,  if you own shares in a
taxable account, you will receive 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 the fund pays  distributions to its  shareholders.  You should consult your
tax advisor 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,  we are  required by federal law to withhold and remit to
the IRS 31% of reportable  payments (which may include dividends,  capital gains
distributions  and redemptions).  Those regulations  require you to certify that
the Social Security number or tax  identification  number you provide is correct
and that you are not subject to 31% withholding for previous  under-reporting to
the  IRS.  You  will be asked  to make  the  appropriate  certification  on your
application.  Payments  reported by us that omit your Social  Security number or
tax  identification  number will  subject us to a penalty of $50,  which will be
charged  against  your account if you fail to provide the  certification  by the
time the report is filed, and is not refundable.

    Redemption of shares of the fund (including  redemptions made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will  generally  recognize  gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of fund shares,  the reinvestment in additional fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the  Code,  resulting  in a  postponement  of the  recognition  of such loss for
federal income tax purposes.

MANAGEMENT

INVESTMENT MANAGEMENT

    Under  the  laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible  for managing the business and affairs of the fund.  Acting pursuant
to an  investment  management  agreement  entered  into with the fund,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
fund.  Its  principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment  portfolio of the fund and
directs the purchase and sale of its investment securities. It utilizes teams of
portfolio managers, assistant portfolio managers and analysts acting together to
manage the  assets of the fund.  The teams meet  regularly  to review  portfolio
holdings and to discuss purchase and sale activity. The teams adjust holdings in
the  fund's  portfolio  as  they  deem  appropriate  in  pursuit  of the  fund's
investment objective. Individual portfolio manager mem-


20   ADDITIONAL INFORMATION        YOU SHOULD KNOW AMERICAN CENTURY INVESTMENTS


bers of the teams may also adjust  portfolio  holdings of the fund as  necessary
between team meetings.

    The portfolio  manager  members of the teams  managing the fund described in
this  Prospectus  and  their  work  experience  for the last  five  years are as
follows:

    NORMAN E. HOOPS,  Senior Vice President and Fixed Income Portfolio  Manager,
joined  American  Century as Vice  President and  Portfolio  Manager in November
1989. In April 1993, he became Senior Vice President. He is also a member of the
team that manages Limited-Term Bond, Intermediate-Term Bond, Benham Bond and the
fixed income portion of Balanced and the Strategic Allocation Funds.

    THERESA C. FENNELL, Portfolio Manager, joined American Century in June 1997.
Prior to joining American Century,  she was an Assistant  Portfolio Manager with
Smith Barney Mutual Funds Management, Inc.

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

    For the  services  provided to the Investor  Class of the fund,  the manager
receives  an  annual  fee at the rate of  0.90% of the  average  net  assets  of
High-Yield.

    On the first  business day of each month,  the 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 the fund by
the  aggregate  average  daily closing value of the 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

    The fund and the  manager  have  adopted a Code of Ethics,  which  restricts
personal  investing  practices by  employees of the manager 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 the fund.

TRANSFER AND ADMINISTRATIVE SERVICES

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

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

    Although there is no sales charge levied by the fund, transactions in shares
of the fund may be  executed  by brokers  or  investment  advisors  who charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer  or financial  advisor and not remitted to the fund or the
investment manager.  You should be aware of the fact that these transactions may
be made directly with American Century without incurring such fees.

    From time to time,  special  services  may be  offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses associated with these special services will be paid by the manager.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       21


    The manager and  transfer  agent are both wholly  owned by American  Century
Companies, Inc. James E. Stowers Jr., Chairman of the funds' Board of Directors,
controls  American Century Companies by virtue of his ownership of a majority of
its common stock.

DISTRIBUTION OF FUND SHARES

    The fund's shares are distributed by American Century  Investment  Services,
Inc. (the  "Distributor"),  a registered  broker-dealer  and an affiliate of the
funds'  investment  manager.  The manager pays all expenses  for  promoting  and
distributing the Investor Class of fund shares offered by this  Prospectus.  The
Investor  Class of  shares  does not pay any  commissions  or other  fees to the
Distributor  or to any  other  broker-dealers  or  financial  intermediaries  in
connection with the distribution of fund shares.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

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

    The  principal  office  of the fund is  American  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  telephone  to   1-800-345-2021
(international calls: 816-531-5575).

    American  Century  Mutual  Funds,  Inc.  issues  13 series of $.01 par value
shares.  Each series is commonly  referred to as a fund. The assets belonging to
each series of shares are held separately by the custodian.

    American  Century offers two classes of the fund offered by this Prospectus:
an Investor  Class and an Advisor Class.  The shares offered by this  Prospectus
are Investor Class shares and have no up-front  charges,  commissions,  or 12b-1
fees.

    The other class of shares is primarily offered to institutional investors or
through  institutional   distribution   channels,   such  as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  The other class has different fees, expenses, and/or
minimum  investment  requirements than the Investor Class. The difference in the
fee structures  among the classes is the result of their  separate  arrangements
for shareholder and  distribution  services and not the result of any difference
in  amounts  charged  by the  manager  for  core  invesment  advisory  services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning the other classes of shares not offered by this  Prospectus,  call us
at  1-800-345-3533 or contact a sales  representative or financial  intermediary
who offers those classes of shares.

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

    Each  share,  irrespective  of series or class,  is entitled to one vote for
each dollar of net asset value applicable to such share on all questions, except
those matters which must be voted on separately by the series or class of shares
affected. Matters affecting only one series or class are voted upon only by that
series.  Shares have non-cumulative  voting rights, which means that the holders
of more than 50% of the votes cast in an election of directors  can elect all of
the  directors  if they  choose to do so, and in such  event the  holders of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

    Unless required by the Investment  Company Act, it will not be necessary for
the fund to hold annual meetings of shareholders. As a result, shareholders


22    ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


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

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


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       23


                                      NOTES


24     NOTES                                  AMERICAN CENTURY INVESTMENTS


                                      NOTES


                                                                   NOTES      25


P.O. BOX 419200
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
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 816-444-3485

FAX: 816-340-7962

INTERNET: www.americancentury.com

                            [american century logo]
                                    American
                                Century(reg.sm)

9709
SH-BKT-9514
<PAGE>
                                   PROSPECTUS

                             [american century logo]
                                    American
                                 Century(reg.sm)

                               SEPTEMBER 30, 1997

                                     BENHAM
                                  GROUP(reg.tm)


                                   High-Yield

ADVISOR CLASS

[front cover]

                          AMERICAN CENTURY INVESTMENTS
                                 FAMILY OF FUNDS

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.

                  AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
        Group                      Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
      High-Yield


                                   PROSPECTUS
                               SEPTEMBER 30, 1997

                                   High-Yield
                                  ADVISOR CLASS

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

    American  Century  Mutual  Funds,   Inc.  is  a  part  of  American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  and  low-load
mutual funds  covering a variety of investment  opportunities.  One of the funds
from our Benham Group that invests  primarily in high-yield fixed income or debt
instruments is described in this Prospectus. Securities of the type in which the
fund  invests are  subject to  substantial  risks  including  price  volatility,
liquidity  risk  and  default  risk.  You  should  carefully  assess  the  risks
associated  with an  investment  in the fund.  The other funds are  described in
separate prospectuses.

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

    The Advisor  Class  shares are  intended  for  purchase by  participants  in
employer-sponsored retirement or savings plans and for persons purchasing shares
through   broker-dealers,   banks,   insurance  companies  and  other  financial
intermediaries that provide various administrative and distribution services.

    This Prospectus  gives you  information  about the fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information dated September 30, 1997, and filed with the Securities and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                          AMERICAN CENTURY INVESTMENTS
                      4500 Main Street * P. O. Box 419385
                Kansas City, Missouri 64141-6385 * 1-800-345-3533
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-345-1833 * In Missouri: 816-444-3038
                        Internet: www.americancentury.com

    Additional  information,  including  this  Prospectus  and the  Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

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.


     PROSPECTUS                                                                1


                        INVESTMENT OBJECTIVE OF THE FUND

 AMERICAN CENTURY-BENHAM HIGH-YIELD FUND

    High-Yield seeks high current income by investing in a diversified portfolio
of  high-yielding   corporate  bonds,  debentures  and  notes.  As  a  secondary
objective,  the fund seeks capital  appreciation,  but only when consistent with
the primary objective of maximizing  current income.  The fund invests primarily
in  lower-rated  debt  securities,  which are subject to greater credit risk and
consequently  offer  higher  yield.  Securities  of this  type  are  subject  to
substantial risks including price  volatility,  liquidity risk and default risk.
You should carefully assess the risks associated with an investment in the fund.

  There is no assurance that the fund will achieve its investment objective.

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


2     INVESTMENT OBJECTIVE                   AMERICAN CENTURY INVESTMENTS


                                TABLE OF CONTENTS

 Transaction and Operating Expense Table ....................................4

 INFORMATION REGARDING THE FUND

 Investment Policies of the Fund ............................................5
 Investment Strategy ........................................................5
    High-Yield and Corporate Bonds ..........................................5
    Zero-Coupon, Step-Coupon and
       Pay-In-Kind Securities ...............................................6
    Convertible Securities ..................................................6
    Foreign Securities ......................................................6
    Loan Interests ..........................................................7
    Money Market Instruments ................................................7
    United States Government Securities .....................................7
 Fundamentals of Fixed-Income Investing .....................................7
 Other Investment Practices, Their
 Characteristics and Risks ..................................................8
    Portfolio Turnover ......................................................8
    Derivative Securities ...................................................8
    Covered Call Options ....................................................9
    Portfolio Lending .......................................................9
    When-Issued Securities ..................................................9
    Rule 144A Securities ...................................................10
    Interest Rate Futures Contracts and
       Options Thereon .....................................................10
 Performance Advertising ...................................................11

 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 How to Purchase and Sell American Century Funds ...........................12
 How to Exchange From One American Century
 Fund to Another ...........................................................12
 How to Redeem Shares ......................................................12
 Telephone Services ........................................................12
    Investors Line .........................................................12

ADDITIONAL INFORMATION YOU SHOULD KNOW

 Share Price ...............................................................13
    When Share Price Is Determined .........................................13
    How Share Price Is Determined ..........................................13
    Where to Find Information About Share Price ............................14
 Distributions .............................................................14
 Taxes .....................................................................14
    Tax-Deferred Accounts ..................................................14
    Taxable Accounts .......................................................14
 Management ................................................................15
    Investment Management ..................................................15
    Code of Ethics .........................................................16
    Transfer and Administrative Services ...................................16
 Distribution of Fund Shares ...............................................17
    Service and Distribution Fees ..........................................17
 Further Information About American Century ................................17


PROSPECTUS                                           TABLE OF CONTENTS       3


                     TRANSACTION AND OPERATING EXPENSE TABLE
                                   High-Yield

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases .............................. none

Maximum Sales Load Imposed on Reinvested Dividends ................... none

Deferred Sales Load .................................................. none

Redemption Fee ....................................................... none

Exchange Fee ......................................................... none

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)

Management Fees ......................................................0.65%

12b-1 Fees(1) ........................................................ none

Other Expenses(2) ....................................................0.50%

Total Fund Operating Expenses ........................................1.15%

EXAMPLE:

You would pay the following expenses on a                  1 year      $ 12

$1,000 investment, assuming a 5% annual return and         3 years       37

redemption at the end of each time period:                 5 years       63

                                                          10 years      140

(1)The 12b-1 fee is  designed to permit  investors  to  purchase  Advisor  Class
   shares through broker-dealers, banks, insurance companies and other financial
   intermediaries.  A portion of the fee is used to compensate  them for ongoing
   recordkeeping and  administrative  services that would otherwise be performed
   by an affiliate of the manager,  and a portion is used to compensate them for
   distribution and other  shareholder  services.  See "Service and Distribution
   Fees," page 17.

(2)Other expenses,  which include the fees and expenses (including legal counsel
   fees) of those directors who are not  "interested  persons" as defined in the
   Investment  Company  Act,  are expected to be less than 0.01 of 1% of average
   net assets for the current fiscal year.

  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 class of shares of the American  Century
fund  offered  by  this   Prospectus.   The  example  set  forth  above  assumes
reinvestment  of all  dividends and  distributions  and uses a 5% annual rate of
return as required by Securities and Exchange Commission regulations.

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

  The shares  offered by this  Prospectus  are Advisor  Class  shares.  The fund
offers one other class of shares  which is  primarily  made  available to retail
investors. The other class has a different fee structure than the Advisor Class.
The  difference in the fee  structures  among the classes is the result of their
separate  arrangements  for  shareholder and  distribution  services and not the
result of any difference in amounts  charged by the manager for core  investment
advisory  services.  Accordingly,  the core investment  advisory expenses do not
vary by class.  A difference  in fees will result in different  performance  for
those  classes.  For  additional  information  about the  various  classes,  see
"Further Information About American Century," page 17.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

    The fund has adopted certain  investment  restrictions that are set forth in
the  Statement of Additional  Information.  Those  restrictions,  as well as the
investment  objective of the fund identified on page 2 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.  For an explanation  of the  securities  ratings
referred to in the following  discussion,  see "An  Explanation  of Fixed Income
Securities Ratings" in the Statement of Additional Information.

INVESTMENT STRATEGY

    The fund seeks high current  income by investing in a diversified  portfolio
of  high-yielding   corporate  bonds,  debentures  and  notes.  As  a  secondary
objective,  the fund seeks capital  appreciation,  but only when consistent with
the primary objective of maximizing  current income.  The fund invests primarily
in  lower-rated  debt  securities,  which are subject to greater credit risk and
consequently  offer  higher  yield.  Securities  of this  type  are  subject  to
substantial risks including price  volatility,  liquidity risk and default risk.
You should carefully assess the risks associated with an investment in the fund.
The fund requires a minimum investment of $2,500 ($1,000 for IRAs).

    Under normal market  conditions,  the fund will maintain at least 80% of the
value  of  its  total  assets  in  high-yielding  corporate  bonds,  other  debt
instruments  (including  income-producing  convertible and preferred securities)
denominated in U.S. dollars or foreign currencies. Up to 40% of the fund's total
assets may be invested in fixed income obligations of foreign issuers, and up to
20% of its total assets may be invested in common stock or other  equity-related
securities,  excluding  convertible  and preferred  securities.  The fund is not
restricted  in  the  amount  of   income-producing   convertible  and  preferred
securities it is allowed to own.  Under normal market  conditions,  the fund may
invest up to 20% of its assets, and for temporary defensive purposes, up to 100%
of its assets, in short-term money market instruments.

HIGH-YIELD AND CORPORATE BONDS

    The  securities  purchased by the fund  generally will be rated in the lower
rating  categories  of  recognized  rating  agencies,  as low as Caa by  Moody's
Investors  Service,  Inc.  ("Moody's")  or D by Standard & Poor's  Ratings Group
("S&P"),  or in unrated securities that the Manager deems of comparable quality.
The fund may hold  securities  with higher  ratings when the yield  differential
between low-rated and higher-rated  securities  narrows and the risk of loss may
be reduced substantially with only a relatively small reduction in yield.

    Issuers of high-yield  securities  are more  vulnerable to real or perceived
economic  changes (such as an economic  downturn or a prolonged period of rising
interest  rates),  political  changes or adverse  developments  specific  to the
issuer.  Adverse  economic,  political  or other  developments  may  impair  the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional  financing.  In the event of a
default,  the fund would experience a reduction of its income and could expect a
decline in the market value of the defaulted securities.

    The market for lower quality  securities  is generally  less liquid than the
market for higher quality securities. Adverse publicity and investor perceptions
as well as new or proposed laws may also have a greater  negative  impact on the
market for lower quality  securities.  Sovereign debt of foreign  governments is
generally  rated by  country.  Because  these  ratings do not take into  account
individual factors relevant to each issue and may not be updated regularly,  the
Manager may elect to treat such securities as unrated debt.


     PROSPECTUS                           INFORMATION REGARDING THE FUND       5


    The fund will not purchase securities rated lower than B by both Moody's and
S&P  unless,  immediately  after  such  purchase,  no more than 10% of its total
assets are invested in such securities.

ZERO-COUPON, STEP-COUPON AND PAY-IN-KIND SECURITIES

    The fund may invest in zero-coupon,  step-coupon and pay-in-kind securities.
These  securities  are debt  securities  that do not make regular cash  interest
payments.  Zero-coupon and step-coupon securities are sold at a deep discount to
their face value.  Pay-in-kind  securities pay interest  through the issuance of
additional  securities.  Because such securities do not pay current cash income,
the price of these  securities  can be volatile when interest  rates  fluctuate.
While these  securities do not pay current cash income,  federal  income tax law
requires the holders of zero-coupon,  step-coupon and pay-in-kind  securities to
include in income each year the portion of the original issue discount and other
noncash income on such securities accrued during that year. In order to continue
to qualify for treatment as a "regulated  investment company" under the Internal
Revenue Code and avoid  certain  excise tax, the fund may be required to dispose
of other  portfolio  securities,  which may occur in periods  of adverse  market
prices, in order to generate cash to meet these distribution  requirements.  For
further information about taxes, see "Taxes" on page 14.

CONVERTIBLE SECURITIES

    Convertible securities are fixed-income  securities that may be converted at
either a stated  price or stated rate into  underlying  shares of common  stock.
Convertible securities have general characteristics similar to both fixed-income
and  equity  securities.  Although  to a lesser  extent  than with  fixed-income
securities  generally,  the  market  value of  convertible  securities  tends to
decline as  interest  rates  increase  and,  conversely,  tends to  increase  as
interest rates decline.  In addition,  because of the  conversion  feature,  the
market value of convertible  securities  tends to vary with  fluctuations in the
market value of the underlying common stocks and, therefore,  also will react to
variations  in the general  market for equity  securities.  A unique  feature of
convertible  securities  is that as the market  price of the  underlying  common
stock declines,  convertible  securities  tend to trade  increasingly on a yield
basis, and so may not experience market value declines to the same extent as the
underlying  common stock.  When the market price of the underlying  common stock
increases, the prices of the convertible securities tend to rise as a reflection
of the value of the underlying common stock. While no securities investments are
without risk,  investments in convertible  securities generally entail less risk
than investments in common stock of the same issuer.

FOREIGN SECURITIES

    The fund may invest in the securities of foreign issuers,  including foreign
governments,  when these securities meet its standards of selection.  Securities
of foreign issuers may trade in the U.S. or foreign securities markets.

    Investments in foreign securities may present certain risks, including those
resulting from  fluctuations in currency  exchange rates,  future  political and
economic  developments,  clearance and settlement risk, 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.

    Because most foreign securities are denominated in non-U.S.  currencies, the
investment  performance  of the fund  could be  affected  by  changes in foreign
currency  exchange rates. The value of the fund's assets  denominated in foreign
currencies will increase or decrease in response to fluctuations in the value of
those foreign  currencies  relative to the U.S. dollar.  Currency exchange rates
can be  volatile  at times in  response  to supply  and  demand in the  currency
exchange markets, international balances of payments, governmental intervention,
speculation, and other political and economic conditions.

    The fund may  purchase  and sell  foreign  currency  on a spot basis and may
engage in forward currency contracts,  currency options and futures transactions
for hedging or any other lawful purpose.  (See  "Derivative  Securities" on page
8.)

    The fund may  invest up to 40% of its  total  assets  in the  securities  of
foreign issuers.


6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


LOAN INTERESTS

    The fund may  invest a portion of its  assets in loan  interests,  which are
interests  in amounts  owed by a corporate,  governmental  or other  borrower to
lenders or lending  syndicates.  Loan interests purchased by the fund may have a
maturity  of any  number of days or years,  and may be  acquired  from U.S.  and
foreign  banks,  insurance  companies,  finance  companies  or  other  financial
institutions  that have made loans or are members of a lending syndicate or from
the holders of loan interests.  Loan interests  involve the risk of loss in case
of default or  bankruptcy  of the  borrower  and,  in the case of  participation
interests,  involve  a risk of  insolvency  of the agent  lending  bank or other
financial  intermediary.  Loan interests are not rated by any NRSROs and are, at
present,  not readily marketable and may be subject to contractual  restrictions
on resale.

MONEY MARKET INSTRUMENTS

    As noted,  the fund may  invest in the  following  short-term  money  market
instruments:

  (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; and

  (6) Repurchase agreements.

    The fund may invest up to 20% 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.


UNITED STATES GOVERNMENT SECURITIES

    The government  securities in which the fund may invest include:  (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 U.S. 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.

FUNDAMENTALS OF FIXED-INCOME INVESTING

    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,
such as those in which the fund  invests,  tend to sell at higher  yield  levels
than top-rated bonds of similar maturity.

AUTHORIZED CREDIT QUALITY RANGES

Denotes authorized quality
            A-1
            P-1
          MIG-1
           SP-1
             AA
            A-2
            P-2
          MIG-2
           SP-2
            BBB
            A-3
            P-3
          MIG-3
           SP-3
             BB
              A
              B
            CCC
             CC
              C
              D

Denotes expected quality range of at least 80% of total assets of the fund
            A-2
            P-2
          MIG-2
           SP-2
            BBB
            A-3
            P-3
          MIG-3
           SP-3
             BB
              A
              B
            CCC

    In addition, as economic, political and business developments unfold, these
lower-quality bonds,


     PROSPECTUS                           INFORMATION REGARDING THE FUND       7


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 the fund take into account these relationships.
The intermediate- to long-term  maturity and the lower asset quality of the fund
have  implications  for the degree of price volatility and the yield level to be
expected from an investment in the fund. Investors should be aware that the fund
has higher price volatility potential and higher yield potential than funds that
invest in higher-quality debt securities.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

PORTFOLIO TURNOVER

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

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

DERIVATIVE SECURITIES

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

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

    There are many different types of derivatives and many different ways to use
them. Futures and options are commonly used for traditional  hedging purposes to
attempt to protect the 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 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
because 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 the fund's initial investment; and

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


8      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


    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.

COVERED CALL OPTIONS

    The fund may write  call  options  on  securities.  The fund  realizes  fees
(referred to as "premiums") for granting the rights evidenced by the options.  A
call  option  embodies  the right of its  purchaser  to compel the writer of the
option to sell to the option holder an underlying  security at a specified price
at any time  during the option  period.  Thus,  the  purchaser  of a call option
written  by the fund  has the  right to  purchase  from the fund the  underlying
security owned by the fund at the agreed-upon price for a specified time period.

    Upon the exercise of a call option  written by the fund, the fund may suffer
a loss equal to the  excess of the  security's  market  value at the time of the
option  exercise  over the fund's  acquisition  cost of the  security,  less the
premium received for writing the option.

    The fund will write only  covered  options.  Accordingly,  whenever the fund
writes a call  option,  it will  continue  to own or have the  present  right to
acquire  the  underlying  security  for as long as it remains  obligated  as the
writer of the option.

    The fund may engage in a closing purchase transaction to realize a profit or
to unfreeze an underlying  security (thereby  permitting its sale or the writing
of a new option on the security prior to the outstanding  option's  expiration).
To effect a closing purchase transaction,  the fund would purchase, prior to the
holder's  exercise  of an  option  the fund has  written,  an option of the same
series  as that on which the fund  desires  to  terminate  its  obligation.  The
obligation  of the fund under an option it has written  would be terminated by a
closing purchase transaction,  but the fund would not be deemed to own an option
as the result of the  transaction.  There can be no  assurance  the fund will be
able to effect closing purchase  transactions at a time when it wishes to do so.
To facilitate closing purchase  transactions,  however, the fund ordinarily will
write  options only if a secondary  market for the options  exists on a domestic
securities exchange or in the over-the-counter market.

PORTFOLIO LENDING

    In order  to  realize  additional  income,  the fund may lend its  portfolio
securities  to  persons  not  affiliated  with  it  and  who  are  deemed  to be
creditworthy.  Such  loans  must be  secured  continuously  by  cash  collateral
maintained on a current basis in an amount at least equal to the market value of
the securities loaned, or by irrevocable letters of credit. During the existence
of the loan,  the fund must  continue to receive the  equivalent of the interest
and dividends  paid by the issuer on the  securities  loaned and interest on the
investment of the collateral.  The fund must have the right to call the loan and
obtain the  securities  loaned at any time on five days' notice,  including,  if
applicable,  the  right  to  call  the  loan to  enable  the  fund  to vote  the
securities.

    Loans may not exceed 331/3% of the fund's total assets taken at market.

WHEN-ISSUED SECURITIES

    The fund 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 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.


PROSPECTUS                                INFORMATION REGARDING THE FUND       9


RULE 144A SECURITIES

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

    With respect to securities eligible for resale under Rule 144A, the staff of
the Securities and Exchange Commission has taken the position that the liquidity
of such securities in the portfolio of the 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.  The  staff  also
acknowledges  that,  while the Board  retains  ultimate  responsibility,  it may
delegate this function to the manager.  Accordingly,  the Board has  established
guidelines and procedures for  determining the liquidity of Rule 144A securities
and has delegated the day-to-day  function of determining  the liquidity of Rule
144A securities to the manager.  The Board retains the responsibility to monitor
the implementation of the guidelines and procedures it has adopted.

    Since the  secondary  market  for such  securities  is  limited  to  certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited  accordingly  and the fund  may,  from  time to time,  hold a Rule  144A
security that is illiquid.  In such an event,  the fund's  manager will consider
appropriate remedies to minimize the effect on the fund's liquidity.

    The fund may not invest more than 15% of its assets in  illiquid  securities
(securities  that may not be sold within seven days at  approximately  the price
used in determining the net asset value of fund shares).

INTEREST RATE FUTURES CONTRACTS  AND OPTIONS THEREON

    The fund 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,  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.

    The fund will  deposit  in a  segregated  account  with its  custodian  bank
appropriate  debt  obligations  or equity  securities  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.

    The 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.   The  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 the fund invests without the large cash
investments  required for dealing in such markets,  they may subject the 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.

    The manager  will attempt to create a closely  correlated  hedge but hedging
activity may not be completely successful in eliminating market value


10    INFORMATION REGARDING THE FUND                AMERICAN CENTURY INVESTMENTS


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  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.

PERFORMANCE ADVERTISING

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

    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  the fund's  cumulative  total return over the same period if the
fund's performance had remained constant throughout.

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

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

    The fund may also include in advertisements data comparing  performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance,  including  the  Donoghue's  Money Fund  Average  and the Bank Rate
Monitor  National  Index of 21/2-year  CD rates.  Fund  performance  may also be
compared,  on a relative basis, to other funds in our fund family. This relative
comparison,  which may be based upon  historical or expected  fund  performance,
volatility  or  other  fund  characteristics,   may  be  presented  numerically,
graphically or in text.  Fund  performance  may also be combined or blended with
other funds in our fund family, and that combined or blended  performance may be
compared to the same indices to which individual funds may be compared.

    All performance  information  advertised by the fund is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.


PROSPECTUS                               INFORMATION REGARDING THE FUND       11


                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS

    The following section explains how to purchase,  exchange and redeem Advisor
Class shares of the High-Yield Fund offered by this Prospectus.

HOW TO PURCHASE AND SELL
AMERICAN CENTURY FUNDS

    The fund offered by this  Prospectus  is available as an  investment  option
under  your  employer-sponsored  retirement  or  savings  plan or  through or in
connection   with  a  program,   product  or  service  offered  by  a  financial
intermediary,  such as a bank,  broker-dealer or an insurance company. Since all
records  of your share  ownership  are  maintained  by your plan  sponsor,  plan
recordkeeper, or other financial intermediary,  all orders to purchase, exchange
and  redeem  shares  must be made  through  your  employer  or  other  financial
intermediary, as applicable.

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

    If you are purchasing through a financial  intermediary,  you should contact
your service  representative at the financial intermediary for information about
an American Century fund.

    If you have questions about the fund, see "Investment Policies Of The Fund,"
page  5,  or  call  one  of  our   Institutional   Service   Representative   at
1-800-345-3533.

    Orders to purchase shares are effective on the day we receive payment. See
"When Share Price Is Determined," page 13.

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

    To reduce  expenses and  demonstrate  respect for our  environment,  we have
initiated a project  through which we will  eliminate  duplicate  copies of most
financial  reports and  prospectuses  to most  households  and  deliver  account
statements to most households in a single envelope,  even if they have more than
one account.  If  additional  copies of financial  reports and  prospectuses  or
separate  mailing  of  account  statements  is  desired,  please  call us at the
above-referenced number.

HOW TO EXCHANGE FROM ONE
AMERICAN CENTURY FUND TO ANOTHER

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

HOW TO REDEEM SHARES

    Subject to any  restrictions  imposed by your  employer's  plan or financial
intermediary's  program, you can sell ("redeem") your shares through the plan or
financial  intermediary  at their net  asset  value.  Your  plan  administrator,
trustee,  or financial  intermediary or other designated  person must provide us
with redemption instructions. The shares will be redeemed at the net asset value
next computed after receipt of the  instructions in good order.  See "When Share
Price Is  Determined,"  page 13. If you have any questions  about how to redeem,
contact  your  plan   administrator,   employee   benefits  office,  or  service
representative at your financial intermediary, as applicable.

TELEPHONE SERVICES

INVESTORS LINE

    To  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, call one of our Institutional Service Repre-sentatives at 1-800-345-3533.


12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

    The price of your shares is also  referred to as their net asset value.  Net
asset value is determined by  calculating  the total value of the fund's assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding. For all American Century funds, except funds issued by the American
Century Target  Maturities  Trust, net asset value is determined as of the close
of regular trading on each day that the New York Stock Exchange is open, usually
3 p.m.  Central  time.  The net asset  values  for Target  Maturities  funds are
determined one hour prior to the close of the Exchange.

    Investments and requests to redeem or exchange shares will receive the share
price next determined after we receive your  investment,  redemption or exchange
request.  For example,  investments and requests to redeem or exchange shares of
the fund received by us or one of our agents before the time as of which the net
asset value of the fund is  determined,  are effective on, and receive the price
determined on, the next day the Exchange is open.

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

    Investments by telephone pursuant to your prior  authorization to us to draw
on your bank account are considered received at the time of your telephone call.
Investment and  transaction  instructions  received by us on any business day by
mail  prior to the time as of  which  the net  asset  value is  determined,  are
effective on, and will receive the price determined,  that day.  Investments and
instructions  received after that time will receive the price  determined on the
next business day.

    If you invest in fund shares through an  employer-sponsored  retirement plan
or  other  financial  intermediary,  it  is  the  responsibility  of  your  plan
recordkeeper or financial  intermediary to transmit your purchase,  exchange and
redemption  request to the fund's transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the fund's  proce-dures or any contractual  arrangement with the
funds or the fund's distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

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

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

    The  value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, 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


PROSPECTUS                          ADDITIONAL INFORMATION YOU SHOULD KNOW    13


of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net  asset  value of the  Investor  Class of the  fund  offered  by this
Prospectus is published in leading  newspapers daily.  Because the total expense
ratio for the Advisor  Class  shares is 0.25%  higher than the  Investor  Class,
their net asset  values  will be lower than the  Investor  Class.  The net asset
values of the Advisor Class may be obtained by calling us.

DISTRIBUTIONS

    At the close of each day,  including  Saturdays,  Sundays and holidays,  net
income  of  the  fund  is  determined  and  declared  as  a  distribution.   The
distribution  will be paid  monthly on the last Friday of each month  except for
year-end distributions, which will be paid on the last business day of the year.

    You will  begin to  participate  in the  distributions  the day  after  your
purchase is  effective.  See "When Share Price is  Determined,"  page 13. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all shares are redeemed, 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 fund may make  distributions  on a more
frequent  basis to comply with the  distribution  requirements  of the  Internal
Revenue  Code and  Regulations,  in all events in a manner  consistent  with the
provisions of the Investment Company Act.

    Participants in employer-sponsored retirement or savings plans must reinvest
all  distributions.   For  shareholders   investing  through  taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b)  plans  paid  in  cash  only  if you  are at  least  591/2  years  old or
permanently and totally disabled. Distribution checks normally are mailed within
seven days after the record date. Please consult our Investor Services Guide for
further information regarding your distribution options.

TAXES

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

TAX-DEFERRED ACCOUNTS

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

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

TAXABLE ACCOUNTS

    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary income, except as described below. The dividends from net income of the
fixed income funds do


14    ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


not qualify for the 70% dividends-received deduction for corporations since they
are derived from interest income. Distributions from net long-term capital gains
are taxable 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) will not have  increased.  In  addition,  the  share  price at the time you
purchase  shares may  include  unrealized  gains in the  securities  held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized,  they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains.

    In January of the year  following the  distribution,  if you own shares in a
taxable account, you will receive 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 the fund pays  distributions to its  shareholders.  You should consult your
tax advisor about the tax status of such distributions in your own state.

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

    Redemption of shares of the fund (including  redemptions made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will  generally  recognize  gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such  shares for a period of more than one year.  If a loss is  realized  on the
redemption of fund shares,  the reinvestment in additional fund shares within 30
days before or after the  redemption  may be subject to the "wash sale" rules of
the  Code,  resulting  in a  postponement  of the  recognition  of such loss for
federal income tax purposes.

MANAGEMENT

INVESTMENT MANAGEMENT

    Under  the  laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible  for managing the business and affairs of the fund.  Acting pursuant
to an  investment  management  agreement  entered  into with the fund,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
fund.  Its  principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

    The manager supervises and manages the investment  portfolio of the fund and
directs the purchase and sale of its investment securities. It utilizes teams of
portfolio managers, assistant portfolio managers and analysts acting together to
manage the  assets of the fund.  The teams meet  regularly  to review  portfolio
holdings and to discuss purchase and sale activity.


PROSPECTUS                      ADDITIONAL INFORMATION YOU SHOULD KNOW        15


    The teams adjust holdings in the fund's  portfolio as they deem  appropriate
in pursuit of the fund's  investment  objective.  Individual  portfolio  manager
members of the teams may also adjust portfolio holdings of the fund as necessary
between team meetings.

    The portfolio  manager  members of the teams  managing the fund described in
this  Prospectus  and  their  work  experience  for the last  five  years are as
follows:

    NORMAN E. HOOPS,  Senior Vice President and Fixed Income Portfolio  Manager,
joined  American  Century as Vice  President and  Portfolio  Manager in November
1989. In April 1993, he became Senior Vice President. He is also a member of the
team that manages Limited-Term Bond, Intermediate-Term Bond, Benham Bond and the
fixed income portion of Balanced and the Strategic Allocation Funds.

    THERESA C. FENNELL, Portfolio Manager, joined American Century in June 1997.
Prior to joining American Century,  she was an Assistant  Portfolio Manager with
Smith Barney Mutual Funds Management, Inc.

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

    For the  services  provided  to the Advisor  Class of the fund,  the manager
receives  an annual  fee at the rate of 0.65% of the  average  net assets of the
fund.

    On the first  business day of each month,  the fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  the applicable fee for the fund by
the  aggregate  average  daily closing value of the fund's net assets during the
previous  month 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

    The fund and the  manager  have  adopted a Code of Ethics,  which  restricts
personal  investing  practices by  employees of the manager 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 the fund.

TRANSFER AND ADMINISTRATIVE SERVICES

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

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

    Although there is no sales charge levied by the fund, transactions in shares
of the fund may be  executed  by brokers  or  investment  advisors  who charge a
transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer  or financial  advisor and not remitted to the fund or the
investment manager.  You should be aware of the fact that these transactions may
be made directly with American Century without incurring such fees.

    From time to time,  special  services  may be  offered to  shareholders  who
maintain  higher  share  balances  in our family of funds.  These  services  may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder  transactions,  newsletters and a team of personal  representatives.
Any expenses associated with these special services will be paid by the manager.


16     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


    The manager and  transfer  agent are both wholly  owned by American  Century
Companies, Inc. James E. Stowers Jr., Chairman of the funds' Board of Directors,
controls  American Century Companies by virtue of his ownership of a majority of
its common stock.

DISTRIBUTION OF FUND SHARES

    The fund's shares are distributed by American Century  Investment  Services,
Inc., a registered  broker-dealer and an affiliate of the manager.  As agent for
the fund and the manager,  the  distributor  enters into  contracts with various
banks,  broker-dealers,  insurance companies and other financial  intermediaries
with  respect  to the sale of the  fund's  shares  and/or  the use of the fund's
shares in various  financial  services.  The manager (or an affiliate)  pays all
expenses incurred in promoting sales of, and distributing, the Advisor Class and
in securing  such  services out of the Rule 12b-1 fees  described in the section
that follows.

SERVICE AND DISTRIBUTION FEES

    Rule 12b-1 adopted by the Securities and Exchange  Commission  ("SEC") under
the  Investment  Company Act permits  investment  companies that adopt a written
plan to pay certain  expenses  associated with the distribution of their shares.
Pursuant to that rule, the fund's Board of Directors and the initial shareholder
of  the  fund's  Advisor  Class  shares  have  approved  and  adopted  a  Master
Distribution and Shareholder  Services Plan (the "Plan").  Pursuant to the Plan,
the fund pays the manager a  shareholder  services fee and a  distribution  fee,
each equal to 0.25% (for a total of 0.50%)  per annum of the  average  daily net
assets of the shares of the fund's Advisor Class.  The shareholder  services fee
is paid for the purpose of paying the costs of securing certain  shareholder and
administrative  services,  and the  distribution  fee is paid for the purpose of
paying the costs of providing various distribution services. All or a portion of
such  fees are  paid by the  manager  to the  banks,  broker-dealers,  insurance
companies or other financial  intermediaries  through which such shares are made
available.

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

FURTHER INFORMATION ABOUT AMERICAN CENTURY

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

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

    American  Century  Mutual  Funds,  Inc.  issues  13 series of $.01 par value
shares.  Each series is commonly  referred to as a fund. The assets belonging to
each series of shares are held separately by the custodian.

    American  Century offers two classes of the fund offered by this Prospectus:
an Investor  Class and an Advisor Class.  The shares offered by this  Prospectus
are Advisor  Class shares.  The Investor  Class is primarily  made  available to
retail investors.  The other class has different fees, expenses,  and/or minimum
investment  requirements  than the  Advisor  Class.  The  difference  in the fee
structures  among the classes is the result of their separate  arrangements  for
shareholder  and  distribution  services and not the result of any difference in
amounts  charged  by  the  manager  for  core  investment   advisory   services.
Accordingly,  the  core  investment  advisory  expenses  do not  vary by  class.
Different fees and expenses will affect performance.  For additional information
concerning  the  Investor  Class of shares,  call one of our  Investor  Services
Representatives at 1-800-345-2021.


PROSPECTUS                       ADDITIONAL INFORMATION YOU SHOULD KNOW       17


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

    Each  share,  irrespective  of series or class,  is entitled to one vote for
each dollar of net asset value applicable to such share on all questions, except
those matters which must be voted on separately by the series or class of shares
affected. Matters affecting only one series or class are voted upon only by that
series.  Shares have non-cumulative  voting rights, which means that the holders
of more than 50% of the votes cast in an election of directors  can elect all of
the  directors  if they  choose to do so, and in such  event the  holders of the
remaining  votes will not be able to elect any person or persons to the Board of
Directors.

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

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


18    ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


                                      NOTES


                                                                  NOTES       19


                                      NOTES


20      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                      NOTES


                                                                   NOTES      21


P.O. BOX 419385 
KANSAS CITY, MISSOURI 
64141-6385

INSTITUTIONAL SERVICES:  
1-800-345-3533 OR 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   
1-800-345-1833 OR 816-444-3038

FAX: 816-340-4655

INTERNET: www.americancentury.com

                            [american century logo]
                                    American
                                Century(reg.sm)

9709
SH-BKT-9515
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                            [american century logo]
                                    American
                                Century(reg.sm)

                               SEPTEMBER 30, 1997

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

[front cover]

                       STATEMENT OF ADDITIONAL INFORMATION

                               SEPTEMBER 30, 1997

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

This statement is not a prospectus but should be read in conjunction  with those
American  Century  prospectuses  dated  September  30, 1997.  Please retain this
document for future  reference.  To obtain a prospectus,  call American  Century
toll-free at 1-800-345-2021  (international  calls:  816-531-5575),  or write to
P.O. Box 419200, Kansas City, Missouri 64141-6200.

TABLE OF CONTENTS

Investment Objectives of the Funds ........................................ 2
Fundamental Policies of the Funds ......................................... 2
Additional Investment Restrictions ........................................ 4
Forward Currency Exchange Contracts ....................................... 5
An Explanation of Fixed Income Securities Ratings ......................... 6
Short Sales ............................................................... 8
Portfolio Turnover ........................................................ 8
Interest Rate Futures Contracts and Related Options ....................... 9
Officers and Directors ....................................................13
Management ................................................................15
Custodians ................................................................16
Independent Accountants ...................................................17
Capital Stock .............................................................17
Multiple Class Structure ..................................................17
Brokerage .................................................................19
Performance Advertising ...................................................20
Redemptions in Kind .......................................................22
Holidays ..................................................................23
Financial Statements ......................................................23


STATEMENT OF ADDITIONAL INFORMATION                                           1


INVESTMENT OBJECTIVES OF THE FUNDS

    The investment  objective of each fund  comprising  American  Century Mutual
Funds, Inc. is described on page 2 of the applicable prospectus.  One feature of
the various series of shares (funds) merits further explanation. As described in
the Growth 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,  likely will have a greater
potential for profit and for loss as well.

FUNDAMENTAL POLICIES OF THE FUNDS

    In  achieving  its  objective,  a fund must  conform to certain  fundamental
policies that may not be changed without shareholder approval, as follows:

SELECT, HERITAGE, GROWTH, ULTRA, VISTA, GIFTRUST, 
NEW OPPORTUNITIES AND THE EQUITY INVESTMENTS 
OF BALANCED

    In general,  within the restrictions  outlined herein,  American Century has
broad  powers  with  respect  to  investing  funds or holding  them  uninvested.
Investments are varied according to what is judged  advantageous  under changing
economic  conditions.  It  is  our  policy  to  retain  maximum  flexibility  in
management without restrictive provisions as to the proportion of one or another
class of  securities  that may be held  subject to the  investment  restrictions
described  below.  It is the manager's  intention that each of these  portfolios
will  generally  consist of common stocks.  However,  the 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 objective.  Senior securities that, in the opinion of the manager, are
high-grade issues may also be purchased for defensive purposes. [Note: The above
statement of fundamental  policy gives American  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,  the  manager 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

    The manager  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  nationally
recognized  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

    The  manager  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  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


2                                                   AMERICAN CENTURY INVESTMENTS


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.

LIMITED-TERM BOND, INTERMEDIATE-TERM BOND AND BENHAM BOND

    The  manager  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.

HIGH-YIELD

    The  manager  will  invest the  portfolio  of  High-Yield  in a  diversified
portfolio of high-yielding corporate bonds, debentures and notes. The fund seeks
current income as a primary  objective and capital  appreciation  as a secondary
objective. The fund invests primarily in lower-rated bonds, which are subject to
greater credit risk and  consequently  offer higher yield than investment  grade
bonds. The securities purchased by the fund include notes, corporate,  sovereign
government  and  municipal  bonds  in any  rating  category.  The  fund may also
purchase  convertible  and  preferred  securities in any amount and purchase and
sell interest rate futures  contracts and related  options.  See "Interest  Rate
Futures Contracts and Related Options," page 9.

    As  fixed-income  securities,  convertible  securities in which the fund may
invest  are  investments  which  provide  for a stable  stream  of  income  with
generally  higher yields than common stocks.  Of course,  like all  fixed-income
securities,  there can be no assurance of current  income because the issuers of
the  convertible  securities  may  default  on their  obligations.  Conver-tible
securities,  however,  generally  offer lower  interest or dividend  yields than
non-convertible  securities  of similar  quality  because of the  potential  for
capital  appreciation.  A convertible  security,  in addition to providing fixed
income,  offers the potential for capital  appreciation  through the  conversion
feature,  which enables the holder to benefit from increases in the market price
of the underlying  common stock.  However,  there can be no assurance of capital
appreciation because securities prices fluctuate.

    Convertible  securities  generally  are  subordinated  to other  similar but
non-convertible  securities of the same issuer,  although  convertible bonds, as
corporate debt  obligations,  enjoy  seniority in right of payment to all equity
securities,  and  convertible  preferred  stock is senior to common stock of the
same  issuer.  Because  of  the  subordination  feature,  however,   convertible
securities typically have lower ratings than similar non-convertible securities.

    Unlike  a  convertible  security  which is a single  security,  a  synthetic
convertible  security is  comprised  of two distinct  securities  that  together
resemble  convertible  securities  in certain  respects.  Synthetic  convertible
securities are created by combining  non-convertible  bonds or preferred  stocks
with  warrants or stock call  options.  The options  that will form  elements of
synthetic  convertible  securities will be listed on a securities exchange or on
the National  Association of Securities Dealers Automated Quotation Systems. The
two components of a syn-


STATEMENT OF ADDITIONAL INFORMATION                                            3


thetic  convertible  security,  which  will be issued  with  respect to the same
entity,  generally  are not offered as a unit,  and may be purchased and sold by
the fund at  different  times.  Synthetic  convertible  securities  differ  from
convertible  securities in certain respects,  including that each component of a
synthetic  convertible  security  has  a  separate  market  value  and  responds
differently  to  market   fluctuations.   Investing  in  synthetic   convertible
securities  involves  the risk  normally  involved  in  holding  the  securities
comprising the synthetic convertible security.

BENHAM BOND AND HIGH-YIELD

    Benham  Bond and  High-Yield  (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.

ADDITIONAL INVESTMENT RESTRICTIONS

    Additional  fundamental  policies that may be changed only with  shareholder
approval provide as follows:

  (1) The funds shall not issue senior securities, except as permitted under the
      Investment Company Act of 1940.

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

  (3) The funds  shall  not lend any  security  or make any other  loan if, as a
      result,  more than 33-1/3% of a fund's total assets would be lent to other
      parties, except, (i) through the purchase of debt securities in accordance
      with  its  investment  objective,  policies  and  limitations,  or (ii) by
      engaging in repurchase agreements with respect to portfolio securities.

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

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

  (6) The funds shall not act as an underwriter of securities  issued by others,
      except to the extent that a fund may be considered an  underwriter  within
      the meaning of the Securities Act of 1933 in the disposition of restricted
      securities.

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

  (8) The funds  shall not  invest  for  purposes  of  exercising  control  over
      management.

    In addition, the funds have adopted the following non-fundamental investment
restrictions:

  (1) As an operating  policy, a fund shall not purchase  additional  investment
      securities at any time during which  outstanding  borrowings  exceed 5% of
      the total assets of the fund.

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


4                                                 AMERICAN CENTURY INVESTMENTS


      restrictions on resale or the absence of a readily available market.

  (3) As an operating policy, a fund shall not sell securities short,  unless it
      owns or has the right to obtain  securities  equivalent in kind and amount
      to the  securities  sold short,  and provided that  transaction in futures
      contracts  and options  are not deemed to  constitute  selling  securities
      short.

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

    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.

    The Investment  Company Act also provides that the funds may not invest more
than 25% of their  assets  in the  securities  of  issuers  engaged  in a single
industry.  In determining  industry  groups for purposes of this  standard,  the
Securities  and  Exchange  Commission  ordinarily  uses  the  Standard  Industry
Classification  codes  developed by the United States  Office of Management  and
Budget. In the interest of ensuring adequate diversification,  the funds monitor
industry  concentration  using a more  restrictive  list of industry groups than
that  recommended by the SEC. The funds believe that these  classifications  are
reasonable and are not so broad that the primary economic characteristics of the
companies  in a  single  class  are  materially  different.  The  use  of  these
restrictive  industry  classifications  may, however,  cause the funds to forego
investment  possibilities  which may  otherwise  be  available to them under the
Investment Company Act.

    Neither  the SEC nor any other  agency of the  federal  or state  government
participates in or supervise the funds' management or their investment practices
or policies.

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


STATEMENT OF ADDITIONAL INFORMATION                                           5


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.

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 ratings used by Standard & Poor's  Corporation
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.

   BB - Debt rated BB has less  near-term  vulnerability  to default  than other
   speculative issues. However, it faces major ongoing uncertainties or exposure
   to adverse  business,  financial  or economic  conditions  that could lead to
   inadequate  capacity to meet timely interest and principal  payments.  The BB
   rating  category  also is used for debt  subordinated  to senior debt that is
   assigned an actual or implied BBB- rating.

   B - Debt rated B has a greater vulnerability to default but currently has the
   capacity  to  meet  interest  payments  and  principal  repayments.   Adverse
   business,  financial or economic  conditions  will likely impair  capacity or
   willingness  to pay interest and repay  principal.  The B rating  category is
   also used for debt  subordinated to senior debt that is assigned an actual or
   implied BB or BB- rating.


6                                                   AMERICAN CENTURY INVESTMENTS


   CCC - Debt rated CCC has a currently  identifiable  vulnerability  to default
   and is dependent upon favorable  business,  financial and economic conditions
   to meet timely  payment of interest and repayment of principal.  In the event
   of adverse business,  financial or economic  conditions,  it is not likely to
   have the  capacity  to pay  interest  and  repay  principal.  The CCC  rating
   category is also used for debt  subordinated  to senior debt that is assigned
   an actual or implied B or B- rating.

   CC - The rating CC typically is applied to debt  subordinated  to senior debt
   that is assigned an actual or implied CCC rating.

   C - The rating C typically  is applied to debt  subordinated  to senior debt,
   which is assigned an actual or implied CCC- debt rating.  The C rating may be
   used to cover a situation  where a bankruptcy  petition  has been filed,  but
   debt service payments are continued.

   CI - The rating CI is reserved for income bonds on which no interest is being
   paid.

   D - Debt rated D is in payment  default.  The D rating  category is used when
   interest payments or principal  payments are not made on the date due even if
   the  applicable  grace period has not expired,  unless S&P believes that such
   payments  will be made  during such grace  period.  The D rating also will be
   used upon the filing of a bankruptcy  petition if debt  service  payments are
   jeopardized.

    To provide more detailed  indications of credit quality, the ratings from AA
to CCC may be modified by the addition of a plus or minus sign to show  relative
standing within these major rating categories.

    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 ratings used by Moody's Investors Service, Inc.
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.

   Ba - Bonds that are rated Ba are judged to have speculative  elements;  their
   future cannot be considered as well-assured. Often the protection of interest
   and  principal   payments  may  be  very  moderate,   and  thereby  not  well
   safeguarded,  during both good and bad times over the future.  Uncertainty of
   position characterizes bonds in this class.

   B - Bonds that are rated B generally  lack  characteristics  of the desirable
   investment. Assurance of interest and principal payments or of maintenance of
   other terms of the contract over any long period of time may be small.


STATEMENT OF ADDITIONAL INFORMATION                                            7


   Caa - Bonds that are rated Caa are of poor  standing.  Such  issues may be in
   default, or there may be present elements of danger with respect to principal
   or interest.

   Ca - Bonds that are rated Ca represent  obligations that are speculative in a
   high  degree.  Such  issues  are  often  in  default  or  have  other  marked
   shortcomings.

   C - Bonds that are rated C are the lowest rated class of bonds, and issues so
   rated can be regarded as having  extremely  poor  prospects of ever attaining
   any real investment standing.

    Moody's  applies  numerical  modifiers  (1, 2 and 3) in each generic  rating
category  from Aa through B. The modifier 1 indicates  that the bond being rated
ranks in 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

    The common stock funds, the Balanced Fund and the High-Yield 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.

    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 manager  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 funds intend to purchase a given security  whenever the manager believes
it will contribute to the stated objective of the series, even if the same


8                                                   AMERICAN CENTURY INVESTMENTS


security has only recently been sold. In selling a given  security,  the manager
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 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  manager  believes  that it is not  fulfilling  its
purpose, either because, among other things, it did not live up to the manager'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 manager believes that
the rate of  portfolio  turnover is  irrelevant  when it 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 manager  does not take  portfolio  turnover  rate into  account in
making investment  decisions,  (1) the manager 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, Benham Bond and High-Yield (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  American  Century  Investment  Management,  Inc.  (manager)
anticipates  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


STATEMENT OF ADDITIONAL INFORMATION                                            9


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 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 secu-


10                                                 AMERICAN CENTURY INVESTMENTS


rities  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  under the Commodity
Exchange  Act 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
Commission 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-


STATEMENT OF ADDITIONAL INFORMATION                                          11


setting  transactions  rather  than  making or taking  delivery.  To the  extent
participants  decide to make or 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, the writer's
obligation is to deliver the underlying security, not to pay its


12                                                AMERICAN CENTURY INVESTMENTS


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.

OFFICERS AND DIRECTORS

    The principal  officers and directors of the  corporation,  their  principal
business  experience during the past five years, and their affiliations with the
fund's investment manager, American Century Investment Management,  Inc. and its
transfer agent,  American  Century Services  Corporation,  are listed below. The
address at which each  director  and officer  listed  below may be  contacted is
American  Century Tower,  4500 Main Street,  Kansas City,  Missouri  64111.  All
persons named as officers of the  Corporation  also serve in similar  capacities
for other funds advised by the manager.  Those  directors  that are  "interested
persons" as defined in the  Investment  Company Act of 1940 are  indicated by an
asterisk(*).

    JAMES E. STOWERS JR.,*  Chairman of the Board and Director;  Chairman of the
Board, Director and controlling shareholder of American Century Companies, Inc.,
parent corporation of American Century Investment Management,  Inc. and American
Century  Services  Corporation;  Chairman of the Board and  Director of American
Century Investment  Management,  Inc. and American Century Services Corporation;
father of James E. Stowers III.

    JAMES E. STOWERS  III,*  President,  Chief  Executive  Officer and Director;
Chief Executive Officer and Director, American Century Companies, Inc.

    THOMAS A. BROWN,  Director;  Chief  Executive  Officer,  Associated  Bearing
Company,  a corporation  engaged in the sale of bearings and power  transmission
products.

    ROBERT W. DOERING, M.D., Director; retired, formerly general surgeon.

    D. D. (DEL) HOCK,  Director;  Chairman,  Public Service Company of Colorado;
Director, Service Tech, Inc. and Hathaway Corporation.

    LINSLEY L.  LUNDGAARD,  Vice  Chairman of the Board and  Director;  retired;
formerly Vice  President and National  Sales  Manager,  Flour Milling  Division,
Cargill, Inc.

    DONALD H. PRATT,  Director;  President  and Director,  Butler  Manufacturing
Company.

    LLOYD  T.  SILVER  JR.,  Director;   President,  LSC,  Inc.,  manufacturer's
representative.

    M. JEANNINE  STRANDJORD,  Director;  Senior Vice  President  and  Treasurer,
Sprint Corporation; Director, DST Systems, Inc.

    WILLIAM  M.  LYONS,  Executive  Vice  President,  Chief  Operating  Officer,
Secretary and General Counsel;  President,  Chief Operating  Officer and General
Counsel,  American  Century  Companies,  Inc.;  Executive Vice President,  Chief
Operating Officer and General Counsel,  American Century Investment  Management,
Inc. and American Century Services Corporation.

    ROBERT T. JACKSON, Executive Vice President and Principal Financial Officer;
Executive  Vice  President and  Treasurer,  American  Century  Companies,  Inc.,
American  Century  Investment  Management,  Inc. and American  Century  Services
Corporation; formerly Executive Vice President, Kemper Corporation.

    MARYANNE  ROEPKE,  CPA, Vice President,  Treasurer and Principal  Accounting
Officer; Vice President, American Century Services Corporation.

    PATRICK A. LOOBY, Vice President; Vice President,  American Century Services
Corporation.


STATEMENT OF ADDITIONAL INFORMATION                                          13


    MERELE A. MAY, Controller.

    C. JEAN WADE, CPA, Controller.

    The  Board of  Directors  has  established  four  standing  committees,  the
Executive  Committee,  the Audit  Committee,  the  Compliance  Committee and the
Nominating Committee.

    Messrs.  Stowers Jr.,  Stowers III, and Lundgaard  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.

    Messrs. Lundgaard (chairman), Doering and Hock and Ms. Strandjord constitute
the Audit Committee.  The functions of the Audit Committee include  recommending
the engagement of the funds' 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.

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

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

    The  Directors of the  corporation  also serve as Directors  for other funds
advised by the  manager.  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 six such  companies  an annual  director's  fee of $44,000,  and an
additional fee of $1,000 per regular Board meeting attended and $500 per special
Board meeting and committee meeting attended.  In addition,  those Directors who
are not  "interested  persons" and 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 six  investment  companies  based  upon  their
relative  net  assets.  Under the  terms of the  management  agreement  with the
manager, the funds are responsible for paying such fees and expenses.  Set forth
below is the aggregate  compensation paid for the periods indicated by the funds
and by the American  Century  family of funds as a whole to each Director who is
not an "interested person" as defined in the Investment Company Act.

                                  Aggregate          Total Compensation from
                                 Compensation         the American Century
Director                    from the corporation(1)    Family of Funds(2)
- --------------------------------------------------------------------------------
Thomas A. Brown                     40,881                      46,333
Robert W. Doering, M.D.             38,046                      42,833
Linsley L. Lundgaard                41,179                      46,333
Donald H. Pratt                     39,389                      44,667
Lloyd T. Silver Jr.                 39,389                      44,333
M. Jeannine Strandjord              39,389                      43,833
John M. Urie(3)                     41,179                      37,167
Del Hock(3)                            0                         8,833
- --------------------------------------------------------------------------------

(1) Includes  compensation  paid to the  Directors  during the fiscal year ended
    October 31, 1996 and also includes  amounts  deferred at the election of the
    Directors under the American Century Mutual Funds Deferred Compensation Plan
    for  Non-Interested  Directors.  The total  amount of deferred  compensation
    included  in the  preceding  table is as follows:  Mr.  Brown,  $7,500;  Mr.
    Lundgaard,  $15,200;  Mr.  Pratt,  $11,880;  Mr.  Silver,  $10,800;  and Ms.
    Strandjord, $31,800.

(2) Includes  compensation paid by the fifteen investment company members of the
    American  Century  family of funds for the calendar year ended  December 31,
    1996.

(3) Del Hock replaced Jack Urie as an independent director effective October 31,
    1996.

    The  corporation  has adopted the American  Century  Mutual  Funds  Deferred
Compensation Plan for Non-Interested Directors. Under the Plan, the


14                                                  AMERICAN CENTURY INVESTMENTS


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 American  Century  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,  American  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, 1996.

    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 funds, are paid by the manager.

MANAGEMENT

    A description  of the  responsibilities  and method of  compensation  of the
funds' investment manager, American Century Investment Management, Inc., appears
in each Prospectus under the caption, "Management."

    During the three most recent fiscal years,  the management  fees paid to the
manager were as follows:


FUND                                             Years Ended October 31,
- ---------------------------------------------------------------------------
                              1996               1995             1994
- ---------------------------------------------------------------------------
SELECT
  Management fees        $   39,305,054    $   40,918,896    $  46,147,911
  Average net assets      3,935,124,830     4,100,172,070    4,616,441,587

HERITAGE
  Management fees            10,572,605         8,900,956        8,238,322
  Average net assets      1,065,351,654       899,947,177      822,480,118

GROWTH
  Management fees          47,632,557          45,713,727       43,916,916
  Average net assets       4,789,339,586    4,575,064,437    4,404,299,518

ULTRA
  Management fees           162,207,777       113,284,379        91,474,921
  Average net assets     16,286,747,712    11,330,063,925     9,149,558,371

VISTA
  Management fees            20,199,050        11,104,694         7,226,302
  Average net assets      2,041,214,251     1,123,979,069       732,311,586

GIFTRUST
  Management fees             7,161,935         3,840,425         1,875,098
  Average net assets        731,222,156       389,827,724       189,487,155

BALANCED
  Management fees          $  8,345,585       $  7,303,148     $  6,861,248
  Average net assets        844,937,283        743,379,550      687,079,027

CASH RESERVE
  Management fees             9,593,595          9,546,843       10,282,495
  Average net assets      1,375,448,677      1,367,481,447    1,294,838,404

LIMITED-TERM BOND
  Management fees                52,116             40,530           17,509
  Average net assets          7,680,716          5,906,790        3,690,814

INTERMEDIATE-TERM BOND
  Management fees               108,870             59,552           17,532
  Average net assets         14,807,295          8,128,357        3,458,399

BENHAM BOND
  Management fees             1,148,428          1,038,120        1,233,251
  Average net assets        146,071,676        132,239,065      141,750,838
- ------------------------------------------------------------------------------

(1)Net of fees waived by the manager.

The Advisor  Class of Ultra and Vista  commenced  operations on October 2, 1996.
The  management  fees shown above include $7,146 paid on Advisor Class shares of
Ultra and  $3,127  paid on Advisor  Class  shares of Vista for the 29 day period
ended October 31, 1996.

    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 funds'
Board of Directors,  or by the vote of a majority of the  outstanding  votes (as
defined in the Investment Company


STATEMENT OF ADDITIONAL INFORMATION                                        15


Act),  and (ii) by the vote of a majority of the  Directors of the funds who are
not parties to the  agreement  or  interested  persons of the  manager,  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 funds' Board of Directors, or by a vote of
a  majority  of the  funds'  shareholders,  on 60 days'  written  notice  to the
manager, and that it shall be automatically terminated if it is assigned.

    The  management  agreement  provides that the manager shall not be liable to
the funds 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 the manager 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 funds and also for
other  clients  advised by the manager.  Investment  decisions for the funds and
other  clients are made with a view to  achieving  their  respective  investment
objectives  after  consideration  of such  factors  as their  current  holdings,
availability of cash for investment, and the size of their investment generally.
A particular security may be bought or sold for only one client or 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 the manager to be
equitable to each. In some cases this procedure  could have an adverse effect on
the price or amount of the securities purchased or sold by a fund.

    The  manager  may  aggregate  purchase  and sale  orders of the  funds  with
purchase  and sale orders of its other  clients when the manager  believes  that
such aggregation  provides the best execution for the funds. The funds' Board of
Directors has approved the policy of the manager with respect to the aggregation
of portfolio  transactions.  Where portfolio  transactions have been aggregated,
the funds  participate at the average share price for all  transactions  in that
security on a given day and share  transaction  costs on a pro rata  basis.  The
manager  will not  aggregate  portfolio  transactions  of the  funds  unless  it
believes such  aggregation is consistent with its duty to seek best execution on
behalf  of the  funds and the terms of the  management  agreement.  The  manager
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

    On January 31, 1997,  the manager was acting as an investment  advisor to 12
institutional  accounts with an aggregate value of  $498,426,343.  While each of
these clients has unique investment  restrictions and guidelines,  some have all
elected to have their portfolios managed in a manner similar to the portfolio of
either Growth or Select. 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.  The manager anticipates acquiring additional such
accounts in the future.

    American  Century  Services   Corporation   provides  physical   facilities,
including  computer  hardware  and software and  personnel,  for the  day-to-day
administration  of the funds  and of the  manager.  The  manager  pays  American
Century Services  Corporation for such services.  The payments by the manager to
American  Century  Services  Corporation  for the years ending October 31, 1996,
1995  and  1994  have  been,   respectively,   $118,664,664,   $100,504,910  and
$139,895,701.

    As stated in each prospectus,  all of the stock of American Century Services
Corporation  and  American  Century  Investment  Management,  Inc.  is  owned by
American Century Companies, Inc.

CUSTODIANS

    Chase  Manhattan  Bank,  770  Broadway,  10th  Floor,  New  York,  New  York
10003-9598,  and Commerce Bank, N.A., 1000 Walnut,  Kansas City, Missouri 64105,
each serves as custodian of the 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.


16                                                 AMERICAN CENTURY INVESTMENTS


 INDEPENDENT ACCOUNTANTS

    At a meeting  held on  December  12,  1996,  the Board of  Directors  of the
corporation  appointed  Deloitte & Touche LLP, 1010 Grand  Avenue,  Kansas City,
Missouri  64106,  as the  independent  auditors  of the  funds  to  examine  the
financial  statements of the funds for the fiscal year ending  October 31, 1997.
The  appointment of Deloitte & Touche was  recommended by the Audit Committee of
the Board of Directors.  As the  independent  auditors of the funds,  Deloitte &
Touche  will  provide  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
American Century.

    Ernst & Young LLP,  One Kansas City Place,  1200 Main  Street,  Kansas City,
Missouri  64105,  served as  independent  auditors  for the funds for the period
ended October 31, 1996.

CAPITAL STOCK

    The funds' capital stock is described in the prospectuses under the caption,
"Further Information About American Century."

    American  Century  may in the  future  issue  additional  series or class of
shares without a vote of  shareholders.  The assets  belonging to each series or
classes of shares are held  separately  by the  custodian and the shares of each
series or class represent a beneficial  interest in the principal,  earnings and
profit (or  losses) of  investments  and other  assets  held for each  series or
class.  Your  rights as a  shareholder  are the same for all  series or class of
securities unless otherwise stated. Within their respective series or class, all
shares have equal redemption rights.  Each share, when issued, is fully-paid and
non-assessable.  Each share, irrespective of series or class, 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 American  Century,
shareholders of each series or class of shares shall be entitled to receive, pro
rata, all of the assets less the liabilities of that series or class.

    As of  May  5,  1997,  in  excess  of 5% of the  outstanding  shares  of the
following funds were owned of record by:


NAME OF                  SHAREHOLDER
FUND                     AND PERCENTAGE
- -------------------------------------------------------------------------------
Growth                   Nationwide Life Insurance Company
                         Columbus, Ohio -- 11.7%

Ultra                    Charles Schwab & Co.
                         San Francisco, California -- 8.8%

Vista                    Charles Schwab & Co. -- 6.4%

Heritage                 Charles Schwab & Co. -- 5.6%
                         Bankers Trust Company as trustee for Kraft General
                         Foods -- 11.1%

Limited-Term Bond        American Century Companies, Inc. -- 47.7%

Intermediate-Term
Bond                     American Century Companies, Inc.-- 23.0%
                         The Chase Manhattan Bank as Trustee for
                         Gza Geo Environmental Inc. Restated 401(k) Profit
                         Sharing Plan and Trust New York, New York -- 5.4%
- --------------------------------------------------------------------------------

MULTIPLE CLASS STRUCTURE

    The  funds'  Board of  Directors  has  adopted a  multiple  class  plan (the
"Multiclass  Plan") pursuant to Rule 18f-3 adopted by the SEC.  Pursuant to such
plan,  the funds may issue up to four classes of funds:  an Investor  Class,  an
Institutional  Class, a Service Class and an Advisor Class.  Not all funds offer
all four classes.

    The Investor Class is made available to investors directly by the investment
manager  through  its  affiliated  broker-dealer,  American  Century  Investment
Services,  Inc.,  for a  single  unified  management  fee,  without  any load or
commission. The Institutional, Service and Advisor Classes are made available to
institutional  shareholders  or  through  financial  intermediaries  that do not
require  the same level of  shareholder  and  administrative  services  from the
manager as  Investor  Class  shareholders.  As a result,  the manager is able to
charge these classes a lower  management fee. In addition to the management fee,
however,  Service  Class  shares are  subject  to a  Shareholder  Services  Plan
(described on the following page), and the Advisor Class shares are subject to a
Master  Distribution and Shareholder  Services Plan (described on page 19). Both
plans have been adopted by the funds' board of directors and initial shareholder
in accordance with Rule 12b-1 adopted by the SEC under the 1940 Act.


STATEMENT OF ADDITIONAL INFORMATION                                           17


RULE 12-b1

    Rule 12b-1 permits an investment company to pay expenses associated with the
distribution  of its shares in accordance  with a plan adopted by the investment
company's Board of Directors and approved by its shareholders.  Pursuant to such
rule, the Board of Directors and initial shareholder of the funds' Service Class
and Advisor Class have approved and entered into a  Shareholder  Services  Plan,
with respect to the Service Class,  and a Master  Distribution  and  Shareholder
Services Plan, with respect to the Advisor Class (collectively, the "Plans").
Both Plans are described below.

    In  adopting  the Plans,  the Board of  Directors  (including  a majority of
directors who are not "interested  persons" of the funds (as defined in the 1940
Act),  hereafter  referred to as the  "independent  directors")  determined that
there was a reasonable likelihood that the Plans would benefit the funds and the
shareholders of the affected classes.  Pursuant to Rule 12b-1,  information with
respect to revenues  and  expenses  under the Plans is presented to the Board of
Directors  quarterly for its  consideration in connection with its deliberations
as to the continuance of the Plans. Continuance of the Plans must be approved by
the Board of  Directors  (including  a majority  of the  independent  directors)
annually.  The  Plans  may be  amended  by a  vote  of the  Board  of  Directors
(including a majority of the independent  directors),  except that the Plans may
not be amended to  materially  increase the amount to be spent for  distribution
without  majority  approval of the shareholders of the affected class. The Plans
terminate automatically in the event of an assignment and may be terminated upon
a vote of a majority of the  independent  directors  or by vote of a majority of
the outstanding voting securities of the affected class.

    All fees paid under the plans will be made in accordance  with Section 26 of
the Rules of Fair Practice of the National Association of Securities Dealers.

SHAREHOLDER SERVICES PLAN

    As described in the  Prospectuses,  the funds'  Service  Class of shares are
made available to participants in employer-sponsored retirement or savings plans
and to  persons  purchasing  through  financial  intermediaries,  such as banks,
broker-dealers  and  insurance   companies.   In  such  circumstances,   certain
recordkeeping  and  administrative  services  that are  provided  by the  funds'
transfer  agent for the Investor Class  shareholders  may be performed by a plan
sponsor  (or its agents) or by a  financial  intermediary.  To enable the funds'
shares to be made available through such plans and financial intermediaries, and
to compensate them for such services,  the funds' investment manager has reduced
its  management  fee by 0.25% per annum with respect to the Service Class shares
and the funds'  Board of  Directors  has adopted a  Shareholder  Services  Plan.
Pursuant  to the  Shareholder  Services  Plan,  the Service  Class  shares pay a
shareholder services fee of 0.25% annually of the aggregate average daily assets
of the funds' Service Class shares.

    American Century Investment Services,  Inc. (the "Distributor")  enters into
contracts  with  each  financial  intermediary  for  the  provision  of  certain
shareholder  services and utilizes the shareholder  services fees received under
the Shareholder Services Plan to pay for such services. Payments may be made for
a variety  of  shareholder  services,  including,  but are not  limited  to, (a)
receiving,  aggregating and processing purchase, exchange and redemption request
from beneficial  owners  (including  contract owners of insurance  products that
utilize  the  funds as  underlying  investment  media)  of  shares  and  placing
purchase,  exchange and redemption  orders with the  Distributor;  (b) providing
shareholders  with a service that invests the assets of their accounts in shares
pursuant to specific or  pre-authorized  instructions;  (c) processing  dividend
payments from a fund on behalf of  shareholders  and assisting  shareholders  in
changing dividend options, account designations and addresses; (d) providing and
maintaining  elective services such as check writing and wire transfer services;
(e) acting as  shareholder  of record and nominee  for  beneficial  owners;  (f)
maintaining account records for shareholders and/or other beneficial owners; (g)
issuing confirmations of transactions;  (h) providing subaccounting with respect
to shares  beneficially  owned by  customers of third  parties or providing  the
information  to a fund as necessary  for such  subaccounting;  (i) preparing and
forwarding   shareholder   communications  from  the  funds  (such  as  proxies,
shareholder reports, annual


18                                                AMERICAN CENTURY INVESTMENTS


and semi-annual financial statements and dividend, distribution and tax notices)
to  shareholders  and/or other  beneficial  owners;  (j) providing other similar
administrative and sub-transfer  agency services;  and (k) paying "service fees"
for the provision of personal, continuing services to investors, as contemplated
by  the  Rules  of  Fair  Practice  of the  NASD  (collectively  referred  to as
"Shareholder  Services").  Shareholder  Services do not include those activities
and expenses  that are  primarily  intended to result in the sale of  additional
shares of the funds.

MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

    As described in the  Prospectuses,  the funds'  Advisor  Class of shares are
also made available to participants in employer-sponsored  retirement or savings
plans and to persons purchasing through financial intermediaries, such as banks,
broker-dealers  and insurance  companies.  The Distributor enters into contracts
with various  banks,  broker-dealers,  insurance  companies and other  financial
intermediaries  with respect to the sale of the funds'  shares and/or the use of
the funds' shares in various  investment  products or in connection with various
financial services.

    As with the Service Class, certain recordkeeping and administrative services
that  are  provided  by  the  funds'  transfer  agent  for  the  Investor  Class
shareholders  may be  performed  by a  plan  sponsor  (or  its  agents)  or by a
financial  intermediary  for  shareholders  in the Advisor Class. In addition to
such  services,  the  financial   intermediaries  provide  various  distribution
services.

    To enable  the funds'  shares to be made  available  through  such plans and
financial  intermediaries,  and to compensate them for such services, the funds'
investment  manager  has  reduced  its  management  fee by 0.25% per annum  with
respect  to the  Advisor  Class  shares and the funds'  Board of  Directors  has
adopted a Master  Distribution and Shareholder  Services Plan (the "Distribution
Plan").  Pursuant to such Plan,  the Advisor Class shares pay the  Distributor a
fee of 0.50%  annually  of the  aggregate  average  daily  assets of the  funds'
Advisor  Class  shares,  0.25% of which is paid  for  Shareholder  Services  (as
described above) and 0.25% of which is paid for distribution services.

    Distribution  services  include any activity  undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares,  which
services  may  include  but  are  not  limited  to,  (a) the  payment  of  sales
commission,   ongoing  commissions  and  other  payments  to  brokers,  dealers,
financial  institutions  or others who sell  Advisor  Class  shares  pursuant to
Selling  Agreements;  (b)  compensation to registered  representatives  or other
employees of  Distributor  who engage in or support  distribution  of the funds'
Advisor Class shares; (c) compensation to, and expenses  (including overhead and
telephone  expenses)  of,   Distributor;   (d)  the  printing  of  prospectuses,
statements  of  additional  information  and  reports  for other  than  existing
shareholders; (e) the preparation, printing and distribution of sales literature
and advertising  materials  provided to the funds'  shareholders and prospective
shareholders;  (f)  receiving  and  answering  correspondence  from  prospective
shareholders,  including  distributing  prospectuses,  statements  of additional
information,  and shareholder reports; (g) the providing of facilities to answer
questions  from  prospective  investors  about fund shares;  (h) complying  with
federal and state  securities  laws  pertaining to the sale of fund shares;  (i)
assisting  investors in completing  application forms and selecting dividend and
other  account  options;  (j) the  providing of other  reasonable  assistance in
connection  with  the  distribution  of  fund  shares;  (k) the  organizing  and
conducting  of  sales  seminars  and  payments  in  the  form  of  transactional
compensation  or promotional  incentives;  (l) profit on the foregoing;  (m) the
payment of "service fees" for the provision of personal,  continuing services to
investors,  as  contemplated  by the Rules of Fair  Practice of the NASD and (n)
such other distribution and services activities as the manager determines may be
paid for by the funds  pursuant to the terms of this Agreement and in accordance
with Rule 12b-1 of the 1940 Act.

BROKERAGE

    SELECT, HERITAGE, GROWTH, ULTRA, VISTA, GIFTRUST 
AND THE EQUITY INVESTMENTS OF BALANCED

    Under the  management  agreement  between  the funds  and the  manager,  the
manager  has the  responsibility  of  selecting  brokers  to  execute  portfolio
transactions.  The  funds'  policy is to secure  the most  favorable  prices and
execution  of orders on its  portfolio  transactions.  So long as that policy is
met, the manager may take into consideration the factors dis-


STATEMENT OF ADDITIONAL INFORMATION                                           19


cussed under this caption when selecting brokers.

    The manager receives  statistical and other information and services without
cost from  brokers and  dealers.  The manager  evaluates  such  information  and
services,  together with all other  information that it may have, in supervising
and managing the investment  portfolios of the funds.  Because such  information
and services may vary in amount,  quality and  reliability,  their  influence in
selecting brokers varies from none to very substantial.  The manager proposes to
continue to place some of the funds' brokerage business with one or more brokers
who provide  information and services.  Such information and services will be in
addition to and not in lieu of services required to be performed by the manager.
The manager does not utilize brokers that provide such  information and services
for the purpose of reducing  the expense of providing  required  services to the
funds.

    In  the  years  ended  October  31,  1996,  1995  and  1994,  the  brokerage
commissions of each fund were as follows:

                             Years Ended October 31,
- ------------------------------------------------------------------
FUND                  1996             1995                1994
- ------------------------------------------------------------------
SELECT             $8,157,658      $11,363,976        $14,844,437
HERITAGE            3,093,265        3,180,082          3,620,144
GROWTH             10,712,208       13,577,767         10,144,618
ULTRA              22,985,927       18,911,590         19,240,703
VISTA               2,246,175        1,750,665          1,895,400
GIFTRUST              886,460          571,349            588,145
BALANCED            1,038,530          875,207            979,903
- ------------------------------------------------------------------

    In 1996,  $49,120,223 of the total brokerage commissions was paid to brokers
and  dealers  who  provided   information   and  services  on   transactions  of
$56,023,070,599 (92% of all transactions).

    The brokerage  commissions  paid by the funds may exceed those which another
broker might have charged for  effecting the same  transactions,  because of the
value of the brokerage and research  services  provided by the broker.  Research
services   furnished  by  brokers  through  whom  the  funds  effect  securities
transactions  may be used by the manager in servicing all of its  accounts,  and
not all such  services may be used by the manager in managing the  portfolios of
the funds.

    The  staff of the SEC has  expressed  the  view  that  the  best  price  and
execution  of  over-the-counter  transactions  in  portfolio  securities  may be
secured by dealing directly with principal  market makers,  thereby avoiding the
payment of compensation to another broker. In certain  situations,  the officers
of the funds and the manager believe that the facilities,  expert  personnel and
technological systems of a broker often enable the funds to secure as good a net
price by dealing with a broker instead of a principal  market maker,  even after
payment  of the  compensation  to the  broker.  The  funds  regularly  place 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.

    CASH RESERVE, LIMITED-TERM BOND, 
INTERMEDIATE-TERM BOND, BENHAM BOND, HIGH-YIELD 
AND THE FIXED INCOME INVESTMENTS OF BALANCED

    Under the  management  agreement  between  the funds  and the  manager,  the
manager  has the  responsibility  of  selecting  brokers  and dealers to execute
portfolio  transactions.  In many  transactions,  the selection of the broker or
dealer  is  determined  by the  availability  of the  desired  security  and its
offering  price. In other  transactions,  the selection of broker or dealer is a
function of the selection of market and the negotiation of price, as well as the
broker's  general  execution and operational  and financial  capabilities in the
type of transaction  involved.  The manager will seek to obtain prompt execution
of orders at the most  favorable  prices or yields.  The  manager  may choose to
purchase and sell portfolio  securities to and from dealers who provide services
or research,  statistical and other information to the funds and to the manager.
Such  information  or  services  will be in  addition  to and not in lieu of the
services  required  to be  performed  by the  manager,  and the  expenses of the
manager  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.


20                                                AMERICAN CENTURY INVESTMENTS


EQUITY FUNDS

    The following table sets forth the average annual total return of the equity
funds and  Balanced  for the one-,  five- and 10-year  periods (or period  since
inception)  ended  October 31,  1996,  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 reinvestment of dividends and capital gains distributions.

                                                   From
Fund             1 year     5 year    10 year   Inception(1)
- ------------------------------------------------------------
SELECT           19.76%      9.67%     11.27%       --
HERITAGE         10.44%     13.27%         --     15.57%
GROWTH            8.18%      9.32%     13.56%       --
ULTRA            10.79%     15.62%     19.92%       --
VISTA             6.96%     14.61%     14.67%       --
GIFTRUST          9.72%     24.31%     21.71%       --
BALANCED         14.04%      8.50%         --      12.21%
- ------------------------------------------------------------

(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 equity funds
and Balanced  since their  respective  dates of inception.  The table also shows
annual  compound  rates  for  Growth  and  Select  from  June  30,  1971,  which
corresponds with the funds'  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, 1996.

                Cumulative Total             Average Annual
Fund         Return Since Inception          Compound Rate
- -------------------------------------------------------------
SELECT            4776.98%                      16.58%
HERITAGE           266.32%                      15.57%
GROWTH            6728.19%                      18.14%
ULTRA             1051.37%                      17.70%
VISTA              442.07%                      13.96%
GIFTRUST          1109.27%                      21.26%
BALANCED           152.24%                      12.21%
- -------------------------------------------------------------

FIXED INCOME FUNDS AND BALANCED

    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, 1996,  the last seven days of
the fund's fiscal year, was 4.74% and 4.85%, respectively.

    Other Fixed Income Funds and Balanced.  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 the fixed income funds
(other than Cash  Reserve) and Balanced for the 30-day  period ended October 31,
1996, the last day of the fiscal year pursuant to computation methods prescribed
by the SEC.

     Limited-Term     Intermediate     Benham
        Bond           Term Bond        Bond         Balanced
- -------------------------------------------------------------------
        5.55%            6.31%           6.30%         2.29%
- -------------------------------------------------------------------

    The fixed income funds may also elect to advertise  cumulative  total return
and average annual total return, computed as described above.

    The table on the following  page shows the  cumulative  total return and the
average  annual total  return of the fixed  income funds since their  respective
dates of inception (as noted on the following page) through October 31, 1996.


STATEMENT OF ADDITIONAL INFORMATION                                         21


                            Cumulative
                           Total Return     Average Annual    Date of
FUND                      Since Inception    Total Return    Inception
- -------------------------------------------------------------------------------
LIMITED-TERM BOND             14.77%           5.30%            3/1/94
INTERMEDIATE-TERM BOND        16.74%           5.97%            3/1/94
BENHAM BOND                  104.68%           7.69%            3/2/87
- -------------------------------------------------------------------------------

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(reg.tm) 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

    The funds' 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 is
described  in  the  applicable  fund  prospectus   under  the  heading  "Special
Requirements for Large Redemptions."

    The funds have  elected to be governed  by Rule 18f-1  under the  Investment
Company Act,  pursuant to which the funds are  obligated to redeem shares solely
in cash up to the lesser of  $250,000  or 1% of the net asset  value of the 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.


22                                                 AMERICAN CENTURY INVESTMENTS


HOLIDAYS

    The funds do 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,  Martin Luther
King Jr. 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 American Century
(other than New  Opportunities and High-Yield) for the fiscal year ended October
31,  1996,  are  included  in  the  annual  report  to  shareholders,  which  is
incorporated  herein by reference.  You may receive copies of the report without
charge upon request to American Century at the address and phone number shown on
the cover of this Statement of Additional Information.


STATEMENT OF ADDITIONAL INFORMATION                                          23


P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
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 816-444-3485

FAX: 816-340-7962

INTERNET: www.americancentury.com

                            [american century logo]
                                    American
                                Century(reg.sm)

9707           [recycled logo]
SH-BKT-9516       Recycled
<PAGE>


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