AMERICAN CENTURY MUTUAL FUNDS INC
485BPOS, 1998-02-26
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    As filed with the Securities and Exchange Commission on February 26, 1998
             1933 Act File No. 2-14213; 1940 Act File No. 811-0816
- --------------------------------------------------------------------------------

                             SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              _X__

         Pre-Effective Amendment No.____                             ____

         Post-Effective Amendment No._78_                            _X__

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      _X__

         Amendment No._78_

                       (check appropriate box or boxes.)

                       AMERICAN CENTURY MUTUAL FUNDS, INC.
               ---------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

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


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

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

           Approximate Date of Proposed Public Offering: March 1, 1998

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

_____  immediately  upon  filing  pursuant to  paragraph  (b) of Rule 485 
__X__  on March 1, 1998 pursuant to paragraph (b) of Rule 485 
_____  60 days after filing pursuant to  paragraph  (a) of Rule 485 
_____  on (date) pursuant  to  paragraph (a)(1) of Rule 485 
_____  75 days after  filing  pursuant to  paragraph  (a)(2) of Rule 485 
_____  on (date) pursuant to paragraph (a)(2) of Rule 485

The Registrant has registered an indefinite number or amount of Securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ending October 31, 1997, was filed on December 19, 1997.
<PAGE>
================================================================================
                              CROSS REFERENCE SHEET

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

         N-1A Item No.              Location
         -------------              --------
PART A

Item 1. Cover Page                  Cover Page
Item 2. Synopsis                    Transaction and Operating
                                    Expense Table
Item 3. Condensed Financial         Financial Highlights
          Information
Item 4. General Description         Investment Policies of
          Registrant                the Funds; Other Investment
                                    Practices, Their Characteristics
                                    and Risks; Performance
                                    Advertising; Distribution
                                    of Fund Shares; Further
                                    Information About
                                    American Century
Item 5. Management of the           Management
        Fund
Item 6. Capital Stock and           Further Information About
        Other Securities            American Century
Item 7. Purchase of Securities      How to Open An Account;
        Being Offered               How to Exchange From One
                                    Account to Another;
                                    Share Price; Distribution
Item 8. Redemption                  How to Redeem Shares;
                                    Signature Guarantee
Item 9. Pending Legal               N/A
        Proceedings


- --------------------------------------------------------------------------------
PART B
- --------------------------------------------------------------------------------

Item 10. Cover Page                 Cover Page
Item 11. Table of Contents          Table of Contents
Item 12. General Information        N/A
Item 13. Investment Objectives      Investment Objectives of
         and Policies               the Funds; Fundamental Policies
                                    of the Funds; Additional
                                    Investment Restrictions;
                                    Forward Currency Exchange
                                    Contracts; An Explanation of
                                    Fixed Income; Securities Ratings
                                    Short Sales; Portfolio Lending;
                                    Portfolio Turnover;
                                    Interest Rate Futures Contracts
                                    and Related Options;
                                    Municipal Leases
Item 14. Management of the          Officers and Directors;
         Registrant                 Management;
                                    Custodians
Item 15. Control Persons            Capital Stock
         and Principal
         Holders of Securities
Item 16. Investment Advisory        Management;
         and Other Services         Custodians
Item 17. Brokerage Allocation       Brokerage;
                                    Performance Advertising
Item 18. Capital Stock and          Capital Stock;
         Other Securities           Multiple Class Structure
Item 19. Purchase, Redemption       N/A
         and Pricing of
         Securities Being
         Offered
Item 20. Tax Status                 N/A
Item 21. Underwriters               N/A
Item 22. Calculation of Yield       Performance Advertising
         Quotations of Money
         Market Funds
Item 23. Financial Statements       Financial Statements

<PAGE>
                                   PROSPECTUS

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

   
                                  MARCH 1, 1998
    

                                    TWENTIETH
                                     CENTURY
                                      GROUP

                                     Select
                                    Heritage
                                     Growth
                                      Ultra
                                      Vista

INVESTOR CLASS

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

BENHAM GROUP(reg.tm)      AMERICAN CENTURY GROUP        TWENTIETH CENTURY 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 FUND
- --------------------------------------------------------------------------------

                                                      Select * Heritage * Growth
                                                             Ultra * Vista




                                  PROSPECTUS

   
                                 MARCH 1, 1998
    

                          Select * Heritage * Growth

                                 Ultra * Vista

                                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.  Five of the funds  from our
Twentieth Century Group that invest primarily in equity securities are described
in this  Prospectus.  Their  investment  objectives are listed on page 2 of this
Prospectus. 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 funds 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 March 1, 1998,  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 OBJECTIVES OF THE FUNDS

AMERICAN CENTURY - TWENTIETH CENTURY
SELECT FUND

AMERICAN CENTURY - TWENTIETH CENTURY
HERITAGE FUND

   
    The Select and  Heritage  funds seek  capital  growth.  The funds  intend to
pursue their  investment  objectives by investing  primarily in common stocks of
companies  that  are  considered  by  management  to  have   better-than-average
prospects for appreciation. As a matter of fundamental policy, 80% of the assets
of the Select fund and 60% of the assets of the  Heritage  fund must be invested
in  securities  of  companies  that have a record of  paying  dividends  or have
committed  themselves to the payment of regular dividends,  or otherwise produce
income.
    

AMERICAN CENTURY - TWENTIETH CENTURY
GROWTH FUND

AMERICAN CENTURY - TWENTIETH CENTURY
ULTRA FUND

AMERICAN CENTURY - TWENTIETH CENTURY
VISTA FUND

    The Growth,  Ultra and Vista funds seek capital growth.  The funds intend to
pursue their investment  objectives by investing primarily in common stocks that
are  considered  by  management  to  have   better-than-average   prospects  for
appreciation.

                There is no assurance that the funds will achieve
                     their respective investment objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  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 FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

2      INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

Investment Objectives of the Funds ........................................    2
Transaction and Operating Expense Table ...................................    4
Financial Highlights ......................................................    5

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds ..........................................   10
   Growth Equity Funds ....................................................   10
   Select and Heritage ....................................................   10
   Growth, Ultra and Vista ................................................   10

   
Other Investment Practices, Their Characteristics
and Risks .................................................................   11
   Foreign Securities .....................................................   11
   Forward Currency Exchange Contracts ....................................   11
   Portfolio Turnover .....................................................   12
   Repurchase Agreements ..................................................   12
   Futures and Options ....................................................   12
   Derivative Securities ..................................................   13
   When-Issued Securities .................................................   14
   Rule 144A Securities ...................................................   14
   Investments in Companies
      with Limited Operating History ......................................   14
   Short Sales ............................................................   15
Performance Advertising ...................................................   15
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ..............................................   16
Investing in American Century .............................................   16
How to Open an Account ....................................................   16
           By Mail ........................................................   16
           By Wire ........................................................   16
           By Exchange ....................................................   17
           In Person ......................................................   17
      Subsequent Investments ..............................................   17
           By Mail ........................................................   17
           By Telephone ...................................................   17
           By Online Access ...............................................   17
           By Wire ........................................................   17
           In Person ......................................................   17
      Automatic Investment Plan ...........................................   17
How to Exchange from One Account to Another ...............................   18
           By Mail ........................................................   18
           By Telephone ...................................................   18
           By Online Access ...............................................   18
 How to Redeem Shares .....................................................   18
           By Mail ........................................................   18
           By Telephone ...................................................   18
           By Check-A-Month ...............................................   18
           Other Automatic Redemptions ....................................   18
      Redemption Proceeds .................................................   18
           By Check .......................................................   19
           By Wire and ACH ................................................   19
      Special Requirements for Large Redemptions ..........................   19
      Redemption of Shares in Low-Balance Accounts ........................   19
 Signature Guarantee ......................................................   19
 Special Shareholder Services .............................................   20
           Automated Information Line .....................................   20
           Online Account Access ..........................................   20
           Open Order Service .............................................   20
           Tax-Qualified Retirement Plans .................................   20
 Important Policies Regarding Your Investments ............................   21
 Reports to Shareholders ..................................................   21
Employer-Sponsored Retirement Plans and
   Institutional Accounts .................................................   22

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   23
   When Share Price Is Determined .........................................   23
   How Share Price Is Determined ..........................................   23
   Where to Find Information About Share Price ............................   24
Distributions .............................................................   24
Taxes .....................................................................   24
   Tax-Deferred Accounts ..................................................   25
   Taxable Accounts .......................................................   25
Management ................................................................   26
   Investment Management ..................................................   26
   Code of Ethics .........................................................   27
   Transfer and Administrative Services ...................................   27
Distribution of Fund Shares ...............................................   28
Further Information About American Century ................................   28

PROSPECTUS                                        TABLE OF CONTENTS         3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                              Select, Heritage,
                                                            Growth, Ultra, Vista

SHAREHOLDER TRANSACTION EXPENSES:

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

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

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

Redemption Fee(1) ...................................................    none

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

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

Management Fees(2) ..................................................   1.00%

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

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

Total Fund Operating Expenses .......................................   1.00%

EXAMPLE:

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



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

   
(2)  A  portion  of the  management  fee may be paid by the  funds'  manager  to
     unaffiliated  third parties who provide  recordkeeping  and  administrative
     services that would  otherwise be performed by an affiliate of the manager.
     See " Management-Transfer and Administrative Services," page 27.
    

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


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

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

    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 funds offer
three other classes of shares, primarily to institutional  investors,  that have
different fee  structures  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 fees will result in different  performance  for the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page 28.

4    TRANSACTION AND OPERATING EXPENSE TABLE     AMERICAN CENTURY INVESTMENTS

   

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                    SELECT

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                   1997      1996      1995      1994      1993      1992      1991     1990      1989      1988

PER-SHARE DATA

Net Asset
Value,
<S>                                <C>      <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>   
Beginning of Year ................ $41.52   $39.52    $37.67    $45.76    $39.18    $40.79    $34.19   $35.98    $27.85    $32.69
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------

Income From
Investment Operations

 Net Investment Income ........... 0.15(1)  0.20(1)   0.33(1)    0.40      0.46      0.53      0.63     0.62      1.10      0.64

 Net Realized and
 Unrealized Gain
 (Loss) on Investment
 Transactions .................... 10.51     6.73      4.68     (3.59)     7.94      0.34      8.17    (1.29)     7.74      1.37
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
 Total From
 Investment Operations ........... 10.66     6.93      5.01     (3.19)     8.40      0.87      8.80    (0.67)     8.84      2.01
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
Distributions

 From Net Investment Income ...... (0.32)   (0.27)    (0.28)    (0.43)    (0.49)    (0.65)    (0.65)   (1.12)    (0.71)    (0.48)

 From Net Realized Gains on
 Investment Transactions ......... (3.68)   (4.66)    (2.75)    (4.47)    (1.31)    (1.83)    (1.55)     --        --      (6.37)

 In Excess of
 Net Realized Gains ..............    --      --      (0.13)      --      (0.02)      --        --       --        --        --
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
 Total Distributions ............. (4.00)   (4.93)    (3.16)    (4.90)    (1.82)    (2.48)    (2.20)   (1.12)    (0.71)    (6.85)
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
Net Asset Value, End of Year ..... $48.18   $41.52    $39.52    $37.67    $45.76    $39.18    $40.79   $34.19    $35.98    $27.85
                                   ======   ======    ======    ======    ======    ======    ======   ======    ======    ======

 Total Return(2) ................. 27.89%   19.76%    15.02%    (7.37)%   22.20%     1.76%    27.05%   (2.03)%   32.59%     7.31%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses
to Average Net Assets ............ 1.00%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
to Average Net Assets ............ 0.33%     0.5%      0.9%      1.0%      1.1%      1.4%      1.7%     1.8%      3.4%      2.2%

Portfolio Turnover Rate ..........  94%      105%      106%      126%       82%       95%       84%      83%       93%      140%

Average Commission Paid per
Share of Equity Security Traded .. $0.0457  $0.0410   $0.0460    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) ............ $4,769   $4,039    $4,008    $4,278    $5,160    $4,534    $4,163   $2,953    $2,721    $2,367
</TABLE>

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

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.

PROSPECTUS                                    FINANCIAL HIGHLIGHTS             5


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                   HERITAGE

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                   1997      1996     1995      1994      1993      1992      1991      1990      1989     1988(1)

PER-SHARE DATA

Net Asset Value,
<S>                               <C>       <C>      <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>  
Beginning of Period ............  $12.24    $11.75   $10.32    $11.03     $9.30     $8.59     $6.55     $8.15     $6.21     $5.00
                                  ------    ------   ------    ------     -----     -----     -----     -----     -----     -----
Income From
Investment Operations

 Net Investment Income .........  0.01(2)    --(2)   0.05(2)    0.07      0.07      0.10      0.11      0.10      0.08      0.06

 Net Realized and
 Unrealized Gain
 (Loss) on Investment
 Transactions ..................  3.41       1.15     1.96     (0.21)     2.43      0.72      2.04     (0.94)     1.93      1.16
                                  ------    ------   ------    ------     -----     -----     -----     -----     -----     -----
 Total from
 Investment Operations .........  3.42       1.15     2.01     (0.14)     2.50      0.82      2.15     (0.84)     2.01      1.22
                                  ------    ------   ------    ------     -----     -----     -----     -----     -----     -----
Distributions

 From Net Investment Income ....  (0.09)    (0.05)   (0.03)    (0.06)    (0.09)    (0.11)    (0.11)    (0.07)    (0.07)    (0.01)

 From Net Realized Gains on
 Investment Transactions .......  (0.71)    (0.61)   (0.52)    (0.50)    (0.68)      --        --      (0.69)      --        --

 In Excess of Net
 Realized Gains ................      --      --     (0.03)    (0.01)      --        --        --        --        --        --
                                  ------    ------   ------    ------     -----     -----     -----     -----     -----     -----
 Total Distributions ...........  (0.80)    (0.66)   (0.58)    (0.57)    (0.77)    (0.11)    (0.11)    (0.76)    (0.07)    (0.01)
                                  ------    ------   ------    ------     -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period .  $14.86    $12.24   $11.75    $10.32    $11.03     $9.30     $8.59     $6.55     $8.15     $6.21
                                  ======    ======   ======    ======    ======     =====     =====     =====     =====     =====

 Total Return(3) ...............  29.56%    10.44%   21.04%    (1.13)%   28.64%     9.65%    33.25%   (11.62)%   32.65%    25.75%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ..........   1.00%     0.99%    0.99%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%   1.00%(4)

Ratio of Net Investment Income
to Average Net Assets ..........   0.05%      --      0.5%      0.7%      0.7%      1.1%      1.5%      1.6%      1.3%     1.4%(4)

Portfolio Turnover Rate ........    69%      122%     121%      136%      116%      119%      146%      127%      159%     130%(4)

Average Commission Paid per
Share of Equity
Security Traded ................ $0.0436   $0.0420  $0.0420     --(5)     --(5)     --(5)     --(5)     --(5)     --(5)     --(5)

Net Assets, End
of Period (in millions) ........  $1,321    $1,083   $1,008     $897      $702      $369      $269      $199      $117       $55
</TABLE>

(1)  November 10, 1987 (inception) through October 31, 1988.

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

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

(4)  Annualized.

(5)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.

6      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                    GROWTH

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                   1997      1996      1995      1994      1993      1992      1991     1990      1989      1988

PER-SHARE DATA

Net Asset Value,
<S>                                <C>      <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>   
Beginning of Year ...............  $22.21   $23.88    $22.99    $25.27    $23.64    $22.32    $14.81   $17.44    $12.54    $15.62
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------

Income From
Investment Operations

  Net Investment
  Income (Loss) ................. 0.01(1)  (0.01)(1)  0.08(1)    0.06     0.06     (0.02)     0.04     0.09      0.08      0.30

  Net Realized and
  Unrealized Gain
  (Loss) on Investment
  Transactions ..................  6.07      1.47      4.08      0.48      1.94      1.35      8.47    (2.05)     5.14      0.13
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
  Total from
  Investment Operations .........  6.08      1.46      4.16      0.54      2.00      1.33      8.51    (1.96)     5.22      0.43
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
Distributions

  From Net Investment Income ....  (0.18)   (0.07)    (0.05)    (0.06)      --      (0.01)    (0.11)   (0.08)    (0.32)    (0.05)

  From Net Realized Gains
  on Investment Transactions ....  (0.25)   (2.98)    (3.18)    (2.76)    (0.36)      --      (0.89)   (0.59)      --      (3.46)

  In Excess of Net
  Realized Gains ................    --     (0.08)    (0.04)      --      (0.01)      --        --       --        --        --
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
  Total Distributions ...........  (0.43)   (3.13)    (3.27)    (2.82)    (0.37)    (0.01)    (1.00)   (0.67)    (0.32)    (3.51)
                                   ------   ------    ------    ------    ------    ------    ------   ------    ------    ------
Net Asset Value, End of Year ....  $27.86   $22.21    $23.88    $22.99    $25.27    $23.64    $22.32   $14.81    $17.44    $12.54
                                   ======   ======    ======    ======    ======    ======    ======   ======    ======    ======

  Total Return(2) ...............  27.85%    8.18%    22.31%     2.66%     8.48%     5.96%    60.64%   (11.72)%  42.74%     3.18%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...........  1.00%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ....  0.02%    (0.1)%     0.4%      0.3%      0.2%     (0.1)%     0.2%     0.6%      0.5%      2.4%

Portfolio Turnover Rate .........   75%      122%      141%      100%       94%       53%       69%     118%       98%      143%

Average Commission Paid per
Share of Equity
Security Traded ................. $0.0393  $0.0360   $0.0400    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) ...........  $5,113   $4,765    $5,130    $4,363    $4,641    $4,472    $3,193   $1,697    $1,597    $1,229
</TABLE>

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

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.


PROSPECTUS                                 FINANCIAL HIGHLIGHTS               7

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                     ULTRA

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                   1997      1996      1995      1994      1993      1992      1991     1990      1989      1988

PER-SHARE DATA

Net Asset Value,
<S>                                <C>      <C>       <C>       <C>       <C>       <C>        <C>      <C>       <C>       <C>  
Beginning of Year ..............   $29.52   $28.03    $21.16    $21.61    $15.46    $15.53     $7.73    $9.63     $6.86     $8.76
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
Income From
Investment Operations

  Net Investment Income
  (Loss) .......................  0.01(1)  (0.05)(1)  (0.07)(1)  (0.03)  (0.09)    (0.05)    (0.03)   (0.03)     0.19     (0.02)

  Net Realized and
  Unrealized Gain
  (Loss) on Investment
  Transactions .................   5.62       2.84     7.58      (0.42)    6.24     (0.02)     7.86    (0.73)     2.58      1.38
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
  Total from
  Investment Operations ........   5.63       2.79     7.51     (0.45)     6.15     (0.07)     7.83    (0.76)     2.77      1.36
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
Distributions

  From Net Investment Income ...    --        --        --        --        --        --        --     (0.19)      --        --

  From Net Realized Gains on
  Investment Transactions ......   (1.69)   (1.19)    (0.64)      --        --        --      (0.03)   (0.95)      --      (3.26)

  In Excess of
  Net Realized Gains ...........     --     (0.11)      --        --        --        --        --       --        --        --
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
  Total Distributions ..........   (1.69)   (1.30)    (0.64)      --        --        --      (0.03)   (1.14)      --      (3.26)
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
Net Asset Value, End of Year ...   $33.46   $29.52    $28.03    $21.16    $21.61    $15.46    $15.53    $7.73     $9.63     $6.86
                                   ======   ======    ======    ======    ======    ======    ======    =====     =====     =====

  Total Return(2) ..............   19.95%   10.79%    36.89%    (2.08)%   39.78%    (0.45)%   101.51%  (9.02)%   40.37%    19.52%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ..........   1.00%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ...   0.03%    (0.2)%    (0.3)%    (0.1)%    (0.6)%    (0.4)%    (0.5)%   (0.3)%     2.2%     (0.3)%

Portfolio Turnover Rate ........   107%       87%       87%       78%       53%       59%       42%     141%      132%      140%

Average Commission Paid per
Share of Equity
Security Traded ................   $0.0398  $0.0350   $0.0330    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) ..........   $21,695  $18,266   $14,376   $10,344   $8,037    $4,275    $2,148    $330      $347      $258
</TABLE>

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

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.

8      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                     VISTA

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                   1997      1996      1995      1994      1993      1992      1991     1990      1989      1988

PER-SHARE DATA

Net Asset Value,
<S>                                <C>      <C>       <C>       <C>       <C>       <C>        <C>      <C>       <C>       <C>  
Beginning of Year ................ $15.68   $15.73    $10.94    $12.24    $11.01    $10.53     $6.28    $8.74     $5.91     $5.73
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----

Income From
Investment Operations

  Net Investment Income
  (Loss) ........................(0.10)(1)  (0.11)(1)  (0.08)(1)  (0.08)  (0.07)     (0.04)    (0.02)   (0.01)    (0.03)     0.01

  Net Realized and
  Unrealized Gain
  (Loss) on Investment
   Transactions .................  0.13      1.09     4.90      0.45      1.95      0.52       4.27     (1.76)     2.87      0.63
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
  Total from
  Investment Operations .........  0.03      0.98     4.82      0.37      1.88      0.48       4.25     (1.77)     2.84      0.64
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
Distributions

  From Net Investment Income ....   --        --        --        --        --        --        --       --      (0.01)      --

  From Net Realized Gains
  on Investment Transactions ....  (1.18)   (1.02)    (0.03)    (1.66)    (0.64)      --        --     (0.69)      --      (0.46)

  In Excess of
  Net Realized Gains ............   --      (0.01)      --      (0.01)    (0.01)      --        --       --        --        --
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
  Total Distributions ...........  (1.18)   (1.03)    (0.03)    (1.67)    (0.65)      --        --     (0.69)    (0.01)    (0.46)
                                   ------   ------    ------    ------    ------    ------     -----    -----     -----     -----
Net Asset Value, End of Year ..... $14.53   $15.68    $15.73    $10.94    $12.24    $11.01    $10.53    $6.28     $8.74     $5.91
                                   ======   ======    ======    ======    ======    ======    ======    =====     =====     =====

  Total Return(2) ................ 0.29%     6.96%    44.20%     4.16%    17.71%     4.55%    67.67%   (22.17)%  48.19%    11.41%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ............ 1.00%     0.99%     0.98%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ..... (0.73)%  (0.7)%    (0.6)%    (0.8)%    (0.6)%    (0.4)%    (0.3)%   (0.1)%    (0.4)%     0.2%

Portfolio Turnover Rate ..........  96%       91%       89%      111%      133%       87%       92%     103%      125%      145%

Average Commission Paid per
Share of Equity Security Traded .. $0.0292  $0.0280   $0.0330    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) ............ $1,828   $2,276    $1,676     $792      $847      $830      $622     $341      $264      $206
</TABLE>

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

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

(3)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.
    
PROSPECTUS                                 FINANCIAL HIGHLIGHTS                9


                        INFORMATION REGARDING THE FUNDS

 INVESTMENT POLICIES OF THE FUNDS

    The funds have adopted certain investment restrictions that are set forth in
the  Statement of Additional  Information.  Those  restrictions,  as well as the
investment objectives of the funds 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 funds have implemented additional investment policies
and  practices  to guide their  activities  in the  pursuit of their  respective
investment  objectives.  These  policies  and  practices,  which  are  described
throughout this Prospectus,  are not designated as fundamental  policies and may
be changed without shareholder approval.

GROWTH EQUITY FUNDS

    All of the funds offered by this Prospectus seek capital growth by investing
in  securities,  primarily  common  stocks,  that meet certain  fundamental  and
technical  standards of selection  (relating  primarily to earnings and revenues
acceleration)    and   have,   in   the   opinion   of   the   funds'   manager,
better-than-average  potential for appreciation.  So long as a sufficient number
of such  securities are available,  the manager  intends to keep the funds fully
invested  in  these  securities  regardless  of the  movement  of  stock  prices
generally.  In most  circumstances,  the  funds'  actual  level of cash and cash
equivalents  will fluctuate  between 0% and 10% of total assets with 90% to 100%
of their assets committed to equity and equity equivalent investments. The funds
may purchase  securities  only of companies that have a record of at least three
years of continuous operation.

SELECT AND HERITAGE

   
    Securities of companies  chosen for the Select and Heritage funds are chosen
primarily for their growth potential.  Additionally,  as a matter of fundamental
policy,  80% of the  assets  of the  Select  fund and 60% of the  assets  of the
Heritage fund must be invested in securities of companies  that have a record of
paying  dividends,  or have  committed  themselves  to the  payment  of  regular
dividends, or otherwise produce income. The remaining 20% of the Select fund and
40% of the Heritage fund may be invested in any otherwise permissible securities
that the  manager  believes  will  contribute  to the funds'  stated  investment
objectives.  The  income  payments  of equity  securities  are only a  secondary
consideration; therefore, the income return that Select and Heritage provide may
not be  significant.  Otherwise,  Select and Heritage follow the same investment
techniques described below for Growth, Ultra and Vista.
    

    Since  Select is one of our  larger  funds  and  Heritage  is  substantially
smaller,  Select will  invest in shares of larger  companies  with larger  share
trading  volume,  and  Heritage  will tend to invest in smaller  companies  with
smaller share trading volume. However, the two funds are not mutually exclusive,
and a given  security may be owned by both funds.  For the reasons stated in the
next  section,  it should be expected  that  Heritage  will be more volatile and
subject to greater short-term risk and long-term opportunity than Select.

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

GROWTH, ULTRA AND VISTA

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

   
    Growth and Ultra  generally  invest in  large-sized  companies,  while Vista
invests in medium-sized and smaller companies.
    

    The size of companies in which a fund invests tends to give each fund its
own characteristics of


10  INFORMATION REGARDING THE FUNDS          AMERICAN CENTURY INVESTMENTS


volatility and risk. These  differences come about because  developments such as
new or improved products or methods, which would be relatively  insignificant to
a large company, may have a substantial impact on the earnings and revenues of a
small  company  and create a greater  demand and a higher  value for its shares.
However,  a new  product  failure,  which  could  readily be absorbed by a large
company,  can  cause a rapid  decline  in the  value of the  shares of a smaller
company.  Hence, it could be expected that funds investing in smaller  companies
would be more volatile than funds investing in larger companies.


OTHER INVESTMENT PRACTICES,
THEIR CHARACTERISTICS AND RISKS

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

FOREIGN SECURITIES

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

    Subject to their individual  investment  objectives and policies,  the funds
may invest in common stocks,  convertible  securities,  preferred stocks, bonds,
notes and other debt  securities  of foreign  issuers,  and debt  securities  of
foreign  governments and their agencies.  The funds will limit their purchase of
debt securities to investment-grade obligations.

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse movements in ex- change rates between currencies,
the funds may, for hedging purposes only,  enter into forward currency  exchange
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

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

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

    When the manager  believes  that a particular  currency may decline in value
compared to the U.S.  dollar,  a fund may enter into forward  currency  exchange
contracts  to sell the value of some or all of the fund's  portfolio  securities
either  denominated in, or whose value is tied to, that currency.  This practice
is  sometimes  referred to as  "portfolio  hedging." A fund may not enter into a
portfolio hedging transaction where it


PROSPECTUS                                INFORMATION REGARDING THE FUNDS    11


would be  obligated  to deliver an amount of foreign  currency  in excess of the
aggregate value of its portfolio  securities or other assets  denominated in, or
whose value is tied to, that currency.

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

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

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

PORTFOLIO TURNOVER

   
    The  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5-9 of this Prospectus.
    

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated contribution of the security in question to a fund's objectives. The
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 each fund may be higher than other  mutual funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater brokerage  commissions,  which is a cost that the funds
pay directly. Portfolio turnover may also affect the character of capital gains,
if any,  realized and distributed by a fund since  short-term  capital gains are
taxable as ordinary income.

REPURCHASE AGREEMENTS

    Each fund may invest in repurchase agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of that fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

    The funds will limit repurchase agreement  transactions to securities issued
by the U.S. government, its agencies and instrumentalities,  and will enter into
such  transactions  with  those  banks and  securities  dealers  who are  deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

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

   
FUTURES AND OPTIONS

    The funds may invest in financial futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the con-
    


12    INFORMATION REGARDING THE FUNDS               AMERICAN CENTURY INVESTMENTS


   
tract period is calculated based upon the difference in value between the making
of the  contract  and the  end of the  contract  period  of a  financial  index,
indicator, or security underlying the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager is able to expose to the  market  cash that is held by the funds to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager believes that the use of futures and options thereon allows the funds to
be fully invested while maintaining the needed liquidity.

    The funds will not  purchase  leveraged  futures.  When a fund enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.
    

DERIVATIVE SECURITIES

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

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

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

    No fund may invest in a derivative  security  unless the reference  index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose  underlying value is linked to the price of oil would
not be a permissible  investment 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;


PROSPECTUS                          INFORMATION REGARDING THE FUNDS           13


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

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

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

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The funds may, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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 a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

   
INVESTMENTS IN COMPANIES
WITH LIMITED OPERATING HISTORY

    The funds may invest in the  securities  of issuers with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.
    


14      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


   
    Select,  Growth and Ultra will not invest more than 5% of their total assets
in the  securities  of issuers  with less than a three-year  operating  history.
Vista and  Heritage  will not invest more than 10% of their total  assets in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.
    

SHORT SALES

   
    A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short. Such  transactions  allow the fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.
    

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

PERFORMANCE ADVERTISING

    From  time  to  time,  the  funds  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 a fund's  income over a stated period of time
expressed as a percentage of the fund's share price.

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

    The funds may also include in advertisements data comparing performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance  including  the  Standard & Poor's (S&P) 500 Index and the Dow Jones
Industrial Average.  Fund performance may also be compared, 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 funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.


PROSPECTUS                        INFORMATION REGARDING THE FUNDS             15



                              HOW TO INVEST WITH
                         AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

    The funds  offered by this  Prospectus  are 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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

INVESTING IN AMERICAN CENTURY

    The  following  section  explains how to invest in American  Century  funds,
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 the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 22.

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 IRA and Uniform Gifts/Transfers
to Minors Acts  ("UGMA/UTMA")  accounts].  These  minimums will be waived if you
establish an automatic investment plan to your account that is the equivalent of
at least $50 per month. See "Automatic Investment Plan," page 17.

    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


16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


(*)  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.

(*)  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  Traditional  IRA, Roth IRA,  Education 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 page
18 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 a previous statement or confirmation.  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 this page 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.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS          17


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  Trust, and at the close of the Exchange for
all of our other funds. See "When Share Price is Determined," page 23.

    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.

    If, in any 90-day period,  the total of your exchanges and your  redemptions
from any one account  exceeds the lesser of $250,000 or 1% of the fund's assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions.  See "Special  Requirements for Large Redemptions,"
page 19.

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 can make exchanges over the telephone  (either with an Investor Services
Representative or using our Automated Information Line--see page 20) 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 get 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 complete  redemption request
is received. For large redemptions,  please read "Special Requirements for Large
Redemptions," on page 19.

    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 19.

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 to 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


18 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

    We have  elected to be governed by Rule 18f-1 under the  Investment  Company
Act,  which  obligates  each  fund  make  certain   redemptions  in  cash.  This
requirement  to  pay  redemptions  in  cash  applies  to  situations  where  one
shareholder  redeems,  during any 90-day period, up to the lesser of $250,000 or
1% of the assets of the fund. Although  redemptions in excess of this limitation
will  also  normally  be paid in  cash,  we  reserve  the  right  under  unusual
circumstances  to honor these  redemptions by making payment in whole or in part
in readily marketable securities (a "redemption-in-kind").

    If payment is made in  securities,  the  securities  will be selected by the
fund,  will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

    If your redemption would exceed this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

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

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 to either bring the value
of the shares held in the account up to the minimum or to establish an automatic
investment  that is the  equivalent of at least $50 per month.  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  is required
when:

    *    redeeming more than $25,000; or

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

PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS         19


    You can 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 daily share prices,  receive updates on major
market indices and view historical performance of your fund. If you select "Full
Services" on your application,  you can use your personal access code and Social
Security  number  to view  your  account  balance  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  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 person.  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

    Each 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.


20 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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.

  (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

PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS        21


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 semiannual  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  semiannual  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
funds, 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.

22 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 a 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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter are effective on, and receive the price determined
as of, the close of the Exchange on the next day the Exchange is open.
    

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the fund is determined.

    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  of the fund is
determined, will receive that day's price. 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 requests to the funds' transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the funds'  procedures or any contractual  arrangements with the
funds or the funds' distributor in order for you to receive that day's price.

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times. Based on these representations,  the funds have authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the funds' net asset  value next  determined
after acceptance on the funds' behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

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

    The portfolio  securities of each fund, except as otherwise noted, listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  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.


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW          23


    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 exchanged to dollars at the  prevailing  foreign
exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
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 a fund's net asset  value is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination  of the prices of many of the  portfolio  securities  used in such
calculation  and the value of a fund's  portfolio  may be  affected on days when
shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains,  if any, are declared and paid once a year, but the funds may
make  distributions  on a more  frequent  basis to comply with the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment Company Act. Distributions from investment
income and from net profits realized on the sale of securities,  if any, will be
declared annually on or before December 31.

    THE OBJECTIVE OF THESE FUNDS IS CAPITAL  APPRECIATION AND NOT THE PRODUCTION
OF DISTRIBUTIONS. YOU SHOULD MEASURE THE SUCCESS OF YOUR INVESTMENT BY THE VALUE
OF YOUR INVESTMENT AT ANY GIVEN TIME AND NOT BY THE DISTRIBUTIONS YOU RECEIVE.

   
    Participants in employer-sponsored  retirement or savings plan 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 certain IRAs 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.
    

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

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

TAXES

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


24  ADDITIONAL INFORMATION YOU SHOULD KNOW          AMERICAN CENTURY INVESTMENTS


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 funds will generally not be subject to current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

    Employer-sponsored  retirement and savings plans are governed by complex tax
rules.  If you elect to participate in your employer's  plan,  consult your plan
administrator,  your plan's  summary plan  description,  or a  professional  tax
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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  greater  than 12 months but no more than 18 months (28% rate gain)  and/or
assets held  greater  than 18 months  (20% rate gain) are  taxable as  long-term
gains  regardless of the length of time you have held the shares.  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 (28% or 20% rate gain) to you with
respect to such shares.
    

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

   
    If more  than 50% of the value of a fund's  total  assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such  fiscal  year so that fund  shareholders  may be able to claim a
foreign tax credit in lieu of a deduction  for foreign  income taxes paid by the
fund.  If such an election is made,  the foreign  taxes paid by the fund will be
treated as income  received by you. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.

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

    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 (28% and/or 20% rate gain).
    

    In January of the year  following the  distribution,  if you own shares in a
taxable account, you will receive


PROSPECTUS                ADDITIONAL INFORMATION YOU SHOULD KNOW              25


a Form 1099-DIV  notifying you of the status of your  distributions  for federal
income tax purposes.

    Distributions may also be subject to state and local taxes, even if all or a
substantial  part  of such  distributions  are  derived  from  interest  on U.S.
government  obligations  which,  if you received them directly,  would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass  through  to fund  shareholders  when a fund pays  distributions  to its
shareholders.  You should  consult your tax 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 a fund  (including  redemption  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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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 funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  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  portfolios of each 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 funds.  The teams meet  regularly to review
portfolio  holdings and to discuss purchase and sale activity.  The teams adjust
holdings in the funds'  portfolios  as they deem  appropriate  in pursuit of the
funds' investment  objectives.  Individual portfolio manager members of the team
may also  adjust  portfolio  holdings  of the funds as  necessary  between  team
meetings.

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

   
    JAMES E. STOWERS III, Chief Executive Officer and Portfolio Manager,  joined
American Century in 1981. He is a member of the team that manages Ultra.

    ARNOLD K. DOUVILLE,  Vice President and Portfolio  Manager,  joined American
Century in November 1997. Prior to joining American Century, Mr. Douville served
as Senior Portfolio Manager for Munder Capital Management. He is a member of the
team that manages Vista.
    

    GLENN A. FOGLE,  Vice  President  and  Portfolio  Manager,  joined  American
Century in September 1990 as an Investment Analyst, a position he held


26 ADDITIONAL INFORMATION YOU SHOULD KNOW           AMERICAN CENTURY INVESTMENTS


until March 1993.  At that time he was  promoted to Portfolio  Manager.  He is a
member of the team that manages Vista.

   
    C. KIM GOODWIN,  Vice  President  and  Portfolio  Manager,  joined  American
Century in October 1997. Prior to joining American  Century,  Ms. Goodwin served
as Senior Vice President and Portfolio  Manager at Putnam  Investments  from May
1996 to September  1997 and Vice  President and Portfolio  Manager at Prudential
Investments  from February 1993 to April 1996.  Prior to that,  she served as an
Assistant Vice President and Portfolio Manager at Mellon Bank  Corporation.  She
is a member of the team that manages Growth.
    

    JEAN C.  LEDFORD,  Vice  President and Portfolio  Manager,  joined  American
Century in January 1997. Prior to joining American  Century,  Ms. Ledford worked
for the State of Wisconsin  Investment Board as an Investment Director from 1994
to 1996 and as an Assistant  Investment  Director from 1983 to 1994. Ms. Ledford
is a member of the team that manages Select.

    NANCY B. PRIAL,  Vice  President  and  Portfolio  Manager,  joined  American
Century in February 1994 as a Portfolio Manager.  For more than four years prior
to joining  American  Century,  Ms.  Prial served as Senior Vice  President  and
Portfolio Manager at Frontier Capital Management Company, Boston, Massachusetts.
She is a member of the team that manages Heritage.

   
    JOHN R. SYKORA, Portfolio Manager, joined American Century in May 1994 as an
Investment  Analyst,  a position he held until August 1997.  At that time he was
promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr. Sykora
served as a Financial  Analyst for Business Men's Assurance  Company of America,
Kansas City, Missouri,  from August 1993 to April 1994. Prior to that Mr. Sykora
attended Michigan State University where he obtained his MBA degree.  Mr. Sykora
is a member of the team that manages Ultra.
    

    BRUCE A. WIMBERLY,  Portfolio Manager,  joined American Century in September
1994 as an Investment  Analyst, a position he held until July 1996. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Wimberly attended Kellogg Graduate School of Management, Northwestern University
from August 1992 to August 1994, where he obtained his MBA degree.  Mr. Wimberly
is a member of the team that manages Ultra.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  pays all the  expenses  of the funds  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 funds,  the manager
receives an annual fee of 1% of the average net assets of each of the funds.

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

CODE OF ETHICS

    The funds and the  manager  have  adopted  a Code of Ethics  that  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 funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

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

    Certain recordkeeping and administrative services


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW        27


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  funds  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  funds,  transactions  in
shares of the funds 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 funds or the
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.

    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.

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc. (FDI) serves as the  Co-Administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The funds' shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or any other  broker-dealers  or financial  intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions in the funds offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
funds are paid by the manager.
    

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American Century Mutual Funds,  Inc., the issuer of the funds, 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 funds 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  four  classes of each of the funds:  an  Investor
Class, an Institutional Class, a Service 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 classes of shares are primarily offered to institutional investors
or  through  institutional  distribution  channels,  such as  employer-sponsored
retirement plans or through banks, broker-dealers,


28    ADDITIONAL INFORMATION YOU SHOULD KNOW        AMERICAN CENTURY INVESTMENTS


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

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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 funds 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 funds' by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast may  request  the funds 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             29


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

www.americancentury.com



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



9802           [recycled logo]
SH-BKT-11416      Recycled
<PAGE>
                                   PROSPECTUS

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


   
                                  MARCH 1, 1998
    

                                    TWENTIETH
                                     CENTURY
                                      GROUP

                                     Select
                                    Heritage
                                     Growth
                                      Ultra
                                      Vista

ADVISOR CLASS


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

BENHAM GROUP(reg.tm)        AMERICAN CENTURY GROUP      TWENTIETH CENTURY 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 FUND
- --------------------------------------------------------------------------------

                                                      Select * Heritage * Growth
                                                             Ultra * Vista



                                  PROSPECTUS

   
                                 MARCH 1, 1998
    

                          Select * Heritage * Growth

                                 Ultra * Vista

                                 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.  Five of the funds
from our Twentieth  Century Group that invest primarily in equity securities are
described in this Prospectus.  Their investment  objectives are listed on page 2
of this Prospectus. The other funds are described in separate prospectuses.

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

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

   
      This Prospectus gives you information about the funds 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 March 1, 1998,  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 OBJECTIVES OF THE FUNDS

AMERICAN CENTURY - TWENTIETH CENTURY
SELECT FUND

AMERICAN CENTURY - TWENTIETH CENTURY
HERITAGE FUND

   
    The Select and  Heritage  funds seek  capital  growth.  The funds  intend to
pursue their  investment  objectives by investing  primarily in common stocks of
companies  that  are  considered  by  management  to  have   better-than-average
prospects for appreciation. As a matter of fundamental policy, 80% of the assets
of the Select fund and 60% of the assets of the  Heritage  fund must be invested
in  securities  of  companies  that have a record of  paying  dividends  or have
committed  themselves to the payment of regular dividends,  or otherwise produce
income.
    

AMERICAN CENTURY - TWENTIETH CENTURY
GROWTH FUND

AMERICAN CENTURY - TWENTIETH CENTURY
ULTRA FUND

AMERICAN CENTURY - TWENTIETH CENTURY
VISTA FUND

    The Growth,  Ultra and Vista funds seek capital growth.  The funds intend to
pursue their investment  objectives by investing primarily in common stocks that
are  considered  by  management  to  have   better-than-average   prospects  for
appreciation.

               There is no assurance that the funds will achieve
                     their respective investment objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  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 FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

2      INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

Investment Objectives of the Funds ........................................    2

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

Financial Highlights ......................................................    5

Performance Information of Other Class ....................................   10

   
INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds ..........................................   15

   Growth Equity Funds ....................................................   15

   Select and Heritage ....................................................   15

   Growth, Ultra and Vista ................................................   15

Other Investment Practices, Their Characteristics
and Risks .................................................................   16

   Foreign Securities .....................................................   16

   Forward Currency Exchange Contracts ....................................   16
   Portfolio Turnover .....................................................   17

   Repurchase Agreements ..................................................   17

   Futures and Options ....................................................   17

   Derivative Securities ..................................................   18

   When-Issued Securities .................................................   19

   Rule 144A Securities ...................................................   19

   Investments in Companies

      with Limited Operating History ......................................   19

   Short Sales ............................................................   20

Performance Advertising ...................................................   20

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS


How to Purchase and Sell American
Century Funds .............................................................   21

How to Exchange from One
American Century Fund to Another ..........................................   21

How to Redeem Shares ......................................................   21

   Special Requirements for Large Redemptions .............................   21

Telephone Services ........................................................   22

   Investors Line .........................................................   22
    

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   23

   When Share Price Is Determined .........................................   23

   How Share Price Is Determined ..........................................   23

   Where to Find Information About Share Price ............................   24

Distributions .............................................................   24

Taxes .....................................................................   24

   Tax-Deferred Accounts ..................................................   24

   Taxable Accounts .......................................................   25

Management ................................................................   26

   Investment Management ..................................................   26

   Code of Ethics .........................................................   27

   Transfer and Administrative Services ...................................   27

Distribution of Fund Shares ...............................................   28

Service and Distribution Fees .............................................   28

Further Information About American Century ................................   28


PROSPECTUS                                        TABLE OF CONTENTS          3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                       Select, Heritage,
                                                      Growth, Ultra, Vista

SHAREHOLDER TRANSACTION EXPENSES:

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

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

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

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

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


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

Management Fees ...............................................  0.75%

12b-1 Fees(1) .................................................  0.50%

Other Expenses(2) .............................................  0.00%

Total Fund Operating Expenses .................................  1.25%

EXAMPLE:

You would pay the following expenses on a              1 year     $ 13
$1,000 investment, assuming a 5% annual return and     3 years      40

redemption at the end of each time period:             5 years      68

                                                       10 years    150

(1)  The 12b-1 fee is designed to permit  investors  to purchase  Advisor  Class
     shares  through  broker-dealers,   banks,  insurance  companies  and  other
     financial  intermediaries.  A portion of the fee is used to compensate them
     for ongoing recordkeeping and administrative  services that would otherwise
     be  performed  by an  affiliate  of the  manager,  and a portion is used to
     compensate  them for  distribution  and  other  shareholder  services.  See
     "Service and Distribution Fees," page 28.

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


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

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

    The shares offered by this  Prospectus  are Advisor Class shares.  The funds
offer three other classes of shares, one of which is primarily made available to
retail  investors and two that are  primarily  made  available to  institutional
investors.  The other  classes have  different fee  structures  than the Advisor
Class.  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 28.

 4   TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


   
                             FINANCIAL HIGHLIGHTS

                                    SELECT

  The sale of the  Advisor  Class of the  fund  commenced  on  August  8,  1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on October 31, 1958, is presented on page 10.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information presented is for a share outstanding throughout the period ended

                                                                    1997(1)

PER-SHARE DATA

Net Asset Value,
Beginning of Period .........................................   $     49.43
                                                                -----------

Income From Investment Operations

  Net Investment Loss(2) ....................................         (0.02)

  Net Realized and Unrealized
  Loss on Investment Transactions ...........................         (1.25)
                                                                -----------
Total From
Investment Operations .......................................         (1.27)
                                                                -----------
Net Asset Value,
End of Period ...............................................   $     48.16
                                                                ===========

Total Return(3) .............................................         (2.57)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...........          1.25%(4)

Ratio of Net Investment Loss to Average Net Assets ..........         (0.17)%(4)

Portfolio Turnover Rate .....................................            94%

Average Commission Paid per Share of Equity Security Traded .   $    0.0457

Net Assets, End of Period (in thousands) ....................   $     1,289

     (1)  August 8, 1997 (commencement of sale) through October 31, 1997.

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

     (3)  Total  return  assumes  reinvestment  of dividends  and capital  gains
          distributions, if any. Total return is not annualized.

     (4)  Annualized.

PROSPECTUS                                     FINANCIAL HIGHLIGHTS          5


                             FINANCIAL HIGHLIGHTS

                                   HERITAGE

  The  sale of the  Advisor  Class  of the  fund  commenced  on July  11,  1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on November 10, 1987, is presented on page 11.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                     1997(1)


PER-SHARE DATA

Net Asset Value,
Beginning of Period ..........................................    $   14.23
                                                                  ---------

Income From Investment Operations

  Net Investment Loss(2) .....................................        (0.01)

  Net Realized and Unrealized
  Gain on Investment Transactions ............................         0.63
                                                                  ---------
Total From
Investment Operations ........................................         0.62
                                                                  ---------
Net Asset Value,
End of Period ................................................    $   14.85
                                                                  =========

Total Return(3) ..............................................         4.36%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ............         1.25%(4)

Ratio of Net Investment Loss to Average Net Assets ...........       (0.23)%(4)

Portfolio Turnover Rate ......................................           69%

Average Commission Paid per Share of Equity Security Traded ..    $  0.0436

Net Assets, End of Period (in thousands) .....................    $     120

     (1)  July 11, 1997 (commencement of sale) through October 31, 1997.

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

     (3)  Total  return  assumes  reinvestment  of dividends  and capital  gains
          distributions, if any. Total return is not annualized.

     (4)  Annualized.


6      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS

                                    GROWTH

  The  sale of the  Advisor  Class  of the  fund  commenced  on  June  4,  1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on October 31, 1958, is presented on page 12.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                     1997(1)

PER-SHARE DATA

Net Asset Value,
Beginning of Period .........................................   $     24.36
                                                                -----------

Income From Investment Operations

  Net Investment Loss(2) ....................................         (0.06)

  Net Realized and Unrealized
  Gain on Investment Transactions ...........................          3.54
                                                                -----------
Total From
Investment Operations .......................................          3.48
                                                                -----------
Net Asset Value,
End of Period ...............................................   $     27.84
                                                                ===========

Total Return(3) .............................................         14.29%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...........          1.25%(4)

Ratio of Net Investment Loss to Average Net Assets ..........        (0.47)%(4)

Portfolio Turnover Rate .....................................            75%

Average Commission Paid per Share of Equity Security Traded .   $    0.0393

Net Assets, End of Period (in thousands) ....................   $     2,200

(1) June 4, 1997 (commencement of sale) through October 31, 1997.

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

(3)Total  return   assumes   reinvestment   of  dividends   and  capital   gains
   distributions, if any. Total return is not annualized.

(4) Annualized.


PROSPECTUS                                     FINANCIAL HIGHLIGHTS    7



<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                     ULTRA

   The sale of the  Advisor  Class of the fund  commenced  on  October  2, 1996.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on November 2, 1981, is presented on page 13.

   The Financial  Highlights  for the fiscal year ended  October 31, 1997,  have
been  audited by  Deloitte & Touche  LLP,  independent  auditors,  whose  report
thereon appears in the fund's annual report,  which is incorporated by reference
into the  Statement  of  Additional  Information.  The  annual  report  contains
additional  performance  information and will be made available upon request and
without charge. The Financial  Highlights for the period ended October 31, 1996,
have  been  audited  by other  independent  auditors  whose  report  thereon  is
incorporated  by reference  into the  Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the year  ended
October 31, except as noted.

                                                                   1997        1996(1)

PER-SHARE DATA

<S>                                                           <C>           <C>      
Net Asset Value, Beginning of Period ......................   $   29.52     $   29.55
                                                              ---------     ---------

Income From Investment Operations

  Net Investment Loss(2) ..................................       (0.07)        (0.02)

  Net Realized and Unrealized
  Gain (Loss) on Investment Transactions ..................        5.60         (0.01)
                                                              ---------     ---------
  Total from Investment Operations ........................        5.53         (0.03)
                                                              ---------     ---------
Distributions

  From Net Realized Gains on Investment Transactions ......       (1.69)         --
                                                              ---------     ---------
Net Asset Value, End of Period ............................   $   33.36     $   29.52
                                                              =========     =========

  Total Return(3) .........................................       19.59%        (0.10)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .........        1.25%         1.25%(4)

Ratio of Net Investment Loss to Average Net Assets ........       (0.22)%   (0.80)%(4)

Portfolio Turnover Rate ...................................         107%           87%

Average Commission Paid per Share 
  of Equity Security Traded ...............................   $  0.0398     $  0.0350

Net Assets, End of Period (in millions) ...................   $      31     $      13
</TABLE>

     (1)  October 2, 1996 (Commencement of sale) through October 31, 1996.

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

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

     (4)  Annualized.


8   FINANCIAL HIGHLIGHTS                         AMERICAN CENTURY INVESTMENTS



<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                     VISTA

   The sale of the  Advisor  Class of the fund  commenced  on  October  2, 1996.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on November 25, 1983, is presented on page 14.

   The Financial  Highlights  for the fiscal year ended  October 31, 1997,  have
been  audited by  Deloitte & Touche  LLP,  independent  auditors,  whose  report
thereon appears in the fund's annual report,  which is incorporated by reference
into the  Statement  of  Additional  Information.  The  annual  report  contains
additional  performance  information and will be made available upon request and
without charge. The Financial  Highlights for the period ended October 31, 1996,
have  been  audited  by other  independent  auditors  whose  report  thereon  is
incorporated  by reference  into the  Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the year  ended
October 31, except as noted.

                                                           1997        1996(1)


PER-SHARE DATA

<S>                                                     <C>          <C>     
Net Asset Value, Beginning of Period ................   $  15.67     $  16.87
                                                        --------     --------

Income From Investment Operations

   Net Investment Loss(2) ...........................      (0.14)       (0.02)

   Net Realized and Unrealized
   Gain (Loss) on Investment Transactions ...........       0.15        (1.18)
                                                        --------     --------
   Total from Investment Operations .................       0.01        (1.20)
                                                        --------     --------
Distributions

   From Net Realized Gains on Investment Transactions      (1.18)        --
                                                        --------     --------
Net Asset Value, End of Period ......................   $  14.50     $  15.67
                                                        ========     ========

   Total Return(3) ..................................       0.15%       (7.11)%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...       1.25%        1.25%(4)

Ratio of Net Investment Loss to Average Net Assets ..      (0.98)%   (1.20)%(4)

Portfolio Turnover Rate .............................         96%          91%

Average Commission Paid per Share
  of Equity Security Traded .........................   $ 0.0292     $ 0.0280

Net Assets, End of Period (in millions) .............   $      7     $      6
</TABLE>

     (1)  October 2, 1996 (commencement of sale) through October 31, 1996.

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

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

     (4)  Annualized.

PROSPECTUS                                 FINANCIAL HIGHLIGHTS              9



<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                    SELECT

  The Advisor Class of the fund was  established  September 3, 1996,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects  the  performance  of the fund's  original  class of shares,  which was
redesignated  the "Investor Class" of shares,  effective  September 3, 1996. The
Investor  Class shares have a total  expense  ratio that is 0.25% lower than the
Advisor  Class.  Had the Advisor  Class been in  existence  for the time periods
presented,  that class's  performance  information would be lower as a result of
the additional expense.

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                    1997     1996      1995      1994      1993      1992      1991     1990      1989      1988

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>     <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>   
Beginning of Year ................. $41.52  $39.52    $37.67    $45.76    $39.18    $40.79    $34.19   $35.98    $27.85    $32.69
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------

Income From Investment Operations

 Net Investment Income ............ 0.15(1)  0.20(1)  0.33(1)    0.40      0.46      0.53      0.63     0.62      1.10      0.64

 Net Realized and 
 Unrealized Gain(Loss) 
 on Investment Transactions ....... 10.51     6.73      4.68     (3.59)     7.94      0.34      8.17    (1.29)     7.74     1.37
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
 Total From
 Investment Operations ............ 10.66    6.93      5.01     (3.19)     8.40      0.87      8.80    (0.67)     8.84      2.01
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
Distributions

 From Net Investment Income ....... (0.32)  (0.27)    (0.28)    (0.43)    (0.49)    (0.65)    (0.65)   (1.12)    (0.71)    (0.48)

 From Net Realized Gains on
 Investment Transactions .......... (3.68)  (4.66)    (2.75)    (4.47)    (1.31)    (1.83)    (1.55)     --        --      (6.37)

 In Excess of Net Realized Gains ..   --      --      (0.13)      --      (0.02)      --        --       --        --        --
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
 Total Distributions .............. (4.00)  (4.93)    (3.16)    (4.90)    (1.82)    (2.48)    (2.20)   (1.12)    (0.71)    (6.85)
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
Net Asset Value, End of Year ...... $48.18  $41.52    $39.52    $37.67    $45.76    $39.18    $40.79   $34.19    $35.98    $27.85
                                    ======  ======    ======    ======    ======    ======    ======   ======    ======    ======

 Total Return(2) .................. 27.89%  19.76%    15.02%    (7.37)%   22.20%     1.76%    27.05%   (2.03)%   32.59%     7.31%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ............. 1.00%    1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
to Average Net Assets ............. 0.33%    0.5%      0.9%      1.0%      1.1%      1.4%      1.7%     1.8%      3.4%      2.2%

Portfolio Turnover Rate ........... 94%      105%      106%      126%       82%       95%       84%      83%       93%      140%

Average Commission Paid per
Share of Equity Security Traded ... $0.0457  $0.0410  $0.0460    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) ............. $4,769  $4,039    $4,008    $4,278    $5,160    $4,534    $4,163   $2,953    $2,721    $2,367
</TABLE>

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

     (2)  Total  return  assumes  reinvestment  of dividends  and capital  gains
          distributions, if any.

     (3)  Disclosure  of average  commission  paid per share of equity  security
          traded was not required prior to the year ended October 31, 1995.


10  PERFORMANCE INFORMATION OF OTHER CLASS          AMERICAN CENTURY INVESTMENTS



<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                   HERITAGE

  The Advisor Class of the fund was  established  September 3, 1996,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects  the  performance  of the fund's  original  class of shares,  which was
redesignated  the "Investor Class" of shares,  effective  September 3, 1996. The
Investor  Class shares have a total  expense  ratio that is 0.25% lower than the
Advisor  Class.  Had the Advisor  Class been in  existence  for the time periods
presented,  that class's  performance  information would be lower as a result of
the additional expense.

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                     1997    1996     1995      1994      1993      1992      1991      1990      1989     1988(1)

PER-SHARE DATA

Net Asset Value,
<S>                                  <C>     <C>     <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>  
Beginning of Period ................ $12.24  $11.75  $10.32    $11.03     $9.30     $8.59     $6.55     $8.15     $6.21     $5.00
                                     ------  ------  ------    ------     -----     -----     -----     -----     -----     -----

Income From Investment Operations

  Net Investment Income ............ 0.01(2)  --(2)  0.05(2)    0.07      0.07      0.10      0.11      0.10      0.08      0.06

  Net Realized and 
  Unrealized Gain(Loss) 
  on Investment Transactions ....... 3.41     1.15    1.96     (0.21)     2.43      0.72      2.04     (0.94)     1.93      1.16
                                     ------  ------  ------    ------     -----     -----     -----     -----     -----     -----
  Total from Investment Operations . 3.42     1.15    2.01     (0.14)     2.50      0.82      2.15     (0.84)     2.01      1.22
                                     ------  ------  ------    ------     -----     -----     -----     -----     -----     -----
Distributions

  From Net Investment Income ....... (0.09)  (0.05)  (0.03)    (0.06)    (0.09)    (0.11)    (0.11)    (0.07)    (0.07)    (0.01)

  From Net Realized Gains on
  Investment Transactions .......... (0.71)  (0.61)  (0.52)    (0.50)    (0.68)      --        --      (0.69)      --        --

  In Excess of Net Realized Gains ..   --     --     (0.03)    (0.01)      --        --        --        --        --        --
                                     ------  ------  ------    ------     -----     -----     -----     -----     -----     -----
  Total Distributions .............. (0.80)  (0.66)  (0.58)    (0.57)    (0.77)    (0.11)    (0.11)    (0.76)    (0.07)    (0.01)
                                     ------  ------  ------    ------     -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period ..... $14.86  $12.24  $11.75    $10.32    $11.03     $9.30     $8.59     $6.55     $8.15     $6.21
                                     ======  ======  ======    ======    ======     =====     =====     =====     =====     =====

  Total Return(3) .................. 29.56%  10.44%  21.04%    (1.13)%   28.64%     9.65%    33.25%   (11.62)%   32.65%    25.75%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .............. 1.00%   0.99%    0.99%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%   1.00%(4)

Ratio of Net Investment Income
to Average Net Assets .............. 0.05%    --      0.5%      0.7%      0.7%      1.1%      1.5%      1.6%      1.3%     1.4%(4)

Portfolio Turnover Rate ............ 69%     122%     121%      136%      116%      119%      146%      127%      159%     130%(4)

Average Commission Paid per
Share of Equity Security Traded .... $0.0436  $0.0420  $0.0420  --(5)     --(5)     --(5)     --(5)     --(5)     --(5)     --(5)

Net Assets, End
of Period (in millions) ............ $1,321  $1,083  $1,008     $897      $702      $369      $269      $199      $117       $55
</TABLE>

     (1)  November 10, 1987 (inception) through October 31, 1988.

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

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

     (4)  Annualized.

     (5)  Disclosure  of average  commission  paid per share of equity  security
          traded was not required prior to the year ended October 31, 1995.


PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS       11


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                    GROWTH

  The Advisor Class of the fund was  established  September 3, 1996,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects  the  performance  of the fund's  original  class of shares,  which was
redesignated  the "Investor Class" of shares,  effective  September 3, 1996. The
Investor  Class shares have a total  expense  ratio that is 0.25% lower than the
Advisor  Class.  Had the Advisor  Class been in  existence  for the time periods
presented,  that class's  performance  information would be lower as a result of
the additional expense.

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                           1997     1996      1995     1994      1993      1992      1991      1990     1989      1988

PER-SHARE DATA

Net Asset Value,
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>   
Beginning of Year ....... $22.21   $23.88   $22.99   $25.27   $23.64     $22.32   $14.81   $17.44    $12.54    $15.62
                          ------   ------   ------   ------   ------     ------   ------   ------    ------    ------

Income From
Investment Operations

  Net Investment
  Income (Loss) .........0.01(1)   (0.01)(1)  0.08(1)  0.06     0.06     (0.02)     0.04     0.09      0.08      0.30

  Net Realized
  and Unrealized Gain
  (Loss) on Investment
  Transactions .......... 6.07      1.47    4.08      0.48      1.94      1.35      8.47    (2.05)     5.14      0.13
                          ------   ------   ------   ------   ------     ------   ------   ------    ------    ------
  Total from
  Investment Operations . 6.08      1.46    4.16      0.54      2.00      1.33      8.51    (1.96)     5.22      0.43
                          ------   ------   ------   ------   ------     ------   ------   ------    ------    ------
Distributions

  From Net
  Investment Income .....(0.18)    (0.07)  (0.05)    (0.06)      --      (0.01)    (0.11)   (0.08)    (0.32)    (0.05)

  From Net
  Realized Gains
  on Investment
  Transactions ..........(0.25)    (2.98)    (3.18)    (2.76)    (0.36)      --      (0.89)   (0.59)      --      (3.46)

  In Excess of
  Net Realized Gains ....  --      (0.08)    (0.04)      --    (0.01)      --        --       --        --        --
                          ------   ------   ------   ------   ------     ------   ------   ------    ------    ------
  Total Distributions ... (0.43)   (3.13)    (3.27)   (2.82)   (0.37)    (0.01)    (1.00)   (0.67)    (0.32)    (3.51)
                          ------   ------   ------   ------   ------     ------   ------   ------    ------    ------
Net Asset Value,
End of Year ...........  $27.86   $22.21    $23.88    $22.99  $25.27    $23.64    $22.32   $14.81    $17.44    $12.54
                         ======   ======    ======    ======  ======    ======    ======   ======    ======    ======

  Total Return(2) .....27.85%     8.18%    22.31%     2.66%     8.48%     5.96%    60.64%   (11.72)%  42.74%     3.18%

RATIOS/SUPPLEMENTAL
DATA

Ratio of
Operating Expenses
to Average
Net Assets ............1.00%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net
Investment Income
(Loss) to Average
Net Assets ............0.02%    (0.1)%     0.4%      0.3%      0.2%     (0.1)%     0.2%     0.6%      0.5%      2.4%

Portfolio
Turnover Rate ......... 75%      122%      141%      100%       94%       53%       69%     118%       98%      143%

Average Commission
Paid per
Share of Equity
Security Traded ....$0.0393   $0.0360   $0.0400    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year
(in millions) ......$5,113    $4,765    $5,130    $4,363    $4,641    $4,472    $3,193   $1,697    $1,597    $1,229
</TABLE>


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

     (2)  Total  return  assumes  reinvestment  of dividends  and capital  gains
          distributions, if any.

     (3)  Disclosure  of average  commission  paid per share of equity  security
          traded was not required prior to the year ended October 31, 1995.


12     PERFORMANCE INFORMATION OF OTHER CLASS   AMERICAN CENTURY INVESTMENTS



<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                     ULTRA

  The Advisor Class of the fund was  established  September 3, 1996,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects  the  performance  of the fund's  original  class of shares,  which was
redesignated  the "Investor Class" of shares,  effective  September 3, 1996. The
Investor  Class shares have a total  expense  ratio that is 0.25% lower than the
Advisor  Class.  Had the Advisor  Class been in  existence  for the time periods
presented,  that class's  performance  information would be lower as a result of
the additional expense.

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                    1997      1996          1995      1994      1993      1992      1991     1990      1989    1988

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>       <C>         <C>       <C>       <C>       <C>        <C>      <C>       <C>     <C>  
Beginning of Year ...............   $29.52    $28.03      $21.16    $21.61    $15.46    $15.53     $7.73    $9.63     $6.86   $8.76
                                    ------    ------      ------    ------    ------    ------     -----    -----     -----   -----

Income From
Investment Operations

  Net Investment Income
  (Loss) ........................  0.01(1)  (0.05)(1)   (0.07)(1)   (0.03)   (0.09)     (0.05)    (0.03)   (0.03)     0.19    (0.02)

  Net Realized and
  Unrealized Gain
  (Loss) on Investment
  Transactions ..................   5.62      2.84         7.58     (0.42)     6.24     (0.02)     7.86    (0.73)     2.58     1.38
                                    ------    ------      ------    ------    ------    ------     -----    -----     -----   -----
  Total from
  Investment Operations .........   5.63      2.79         7.51     (0.45)     6.15     (0.07)     7.83    (0.76)     2.77     1.36
                                    ------    ------      ------    ------    ------    ------     -----    -----     -----   -----
Distributions

  From Net Investment Income ....   --         --          --        --        --        --        --     (0.19)      --         --

  From Net Realized Gains on
  Investment Transactions .......   (1.69)    (1.19)     (0.64)      --        --        --      (0.03)   (0.95)      --      (3.26)

  In Excess of Net
  Realized Gains ................   --       (0.11)        --        --        --        --        --       --        --         --
                                    ------    ------      ------    ------    ------    ------     -----    -----     -----   -----
  Total Distributions ...........   (1.69)   (1.30)      (0.64)      --        --        --      (0.03)   (1.14)      --      (3.26)
                                    ------    ------      ------    ------    ------    ------     -----    -----     -----   -----
Net Asset Value, End of Year ....   $33.46   $29.52      $28.03    $21.16    $21.61    $15.46    $15.53    $7.73     $9.63    $6.86
                                    ======   ======      ======    ======    ======    ======    ======    =====     =====    =====

  Total Return(2) ...............   19.95%   10.79%      36.89%    (2.08)%   39.78%    (0.45)%   101.51%  (9.02)%   40.37%    19.52%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses
to Average Net Assets ...........   1.00%    1.00%      1.00%      1.00%     1.00%     1.00%     1.00%    1.00%     1.00%      1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ....   0.03%   (0.2)%     (0.3)%     (0.1)%    (0.6)%    (0.4)%    (0.5)%   (0.3)%     2.2%      (0.3)%

Portfolio Turnover Rate .........   107%      87%        87%        78%       53%       59%       42%     141%      132%        140%

Average Commission Paid per
Share of Equity Security Traded .   $0.0398  $0.0350   $0.0330     --(3)     --(3)     --(3)     --(3)    --(3)     --(3)      --(3)

Net Assets, End
of Year (in millions) ...........   $21,695  $18,266   $14,376    $10,344   $8,037    $4,275    $2,148    $330      $347       $258
</TABLE>

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

     (2)  Total  return  assumes  reinvestment  of dividends  and capital  gains
          distributions, if any.

     (3)  Disclosure  of average  commission  paid per share of equity  security
          traded was not required prior to the year ended October 31, 1995.


PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS      13



<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                     VISTA

  The Advisor Class of the fund was  established  September 3, 1996,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects  the  performance  of the fund's  original  class of shares,  which was
redesignated  the "Investor Class" of shares,  effective  September 3, 1996. The
Investor  Class shares have a total  expense  ratio that is 0.25% lower than the
Advisor  Class.  Had the Advisor  Class been in  existence  for the time periods
presented,  that class's  performance  information would be lower as a result of
the additional expense.

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                    1997         1996      1995      1994      1993      1992      1991     1990      1989    1988

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>         <C>       <C>       <C>       <C>       <C>        <C>      <C>       <C>     <C>  
Beginning of Year ................  $15.68      $15.73    $10.94    $12.24    $11.01    $10.53     $6.28    $8.74     $5.91   $5.73
                                    ------      ------    ------    ------    ------    ------     -----    -----     -----   -----

Income From
Investment Operations

  Net Investment Income
  (Loss) ......................... (0.10)(1)   (0.11)(1)  (0.08)(1)  (0.08)   (0.07)   (0.04)     (0.02)    (0.01)   (0.03)    0.01

  Net Realized
  and Unrealized Gain
  (Loss) on Investment
  Transactions ...................   0.13        1.09      4.90      0.45      1.95      0.52      4.27    (1.76)     2.87     0.63
                                    ------      ------    ------    ------    ------    ------     -----    -----     -----   -----
  Total from
  Investment Operations ..........   0.03        0.98      4.82      0.37      1.88      0.48      4.25    (1.77)     2.84     0.64
                                    ------      ------    ------    ------    ------    ------     -----    -----     -----   -----
Distributions

  From Net
  Investment Income ..............  --          --        --        --        --        --        --       --      (0.01)       --

  From Net
  Realized Gains
  on Investment
  Transactions ...................(1.18)      (1.02)    (0.03)    (1.66)    (0.64)      --        --     (0.69)      --       (0.46)

  In Excess of Net
  Realized Gains .................   --        (0.01)      --      (0.01)    (0.01)      --        --       --        --        --
                                    ------      ------    ------    ------    ------    ------     -----    -----     -----   -----
  Total Distributions ............ (1.18)      (1.03)    (0.03)    (1.67)    (0.65)      --        --      (0.69)    (0.01)   (0.46)
                                    ------      ------    ------    ------    ------    ------     -----    -----     -----   -----
Net Asset Value,
End of Year ...................... $14.53     $15.68     $15.73    $10.94    $12.24    $11.01    $10.53    $6.28     $8.74    $5.91
                                   ======     ======     ======    ======    ======    ======    ======    =====     =====    =====

  Total Return(2) ................   0.29%      6.96%     44.20%     4.16%   17.71%      4.55%    67.67%  (22.17)%   48.19%   11.41%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses
to Average Net Assets ............  1.00%     0.99%      0.98%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ..... (0.73)%   (0.7)%     (0.6)%    (0.8)%    (0.6)%    (0.4)%    (0.3)%   (0.1)%    (0.4)%     0.2%

Portfolio Turnover Rate ..........    96%       91%       89%      111%      133%       87%       92%     103%      125%      145%

Average Commission Paid per
Share of Equity Security Traded ..  $0.0292  $0.0280  $0.0330    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) ............  $1,828  $2,276    $1,676     $792      $847      $830      $622     $341      $264      $206
</TABLE>

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

     (2)  Total  return  assumes  reinvestment  of dividends  and capital  gains
          distributions, if any.

     (3)  Disclosure  of average  commission  paid per share of equity  security
          traded was not required prior to the year ended October 31, 1995.
    

14     PERFORMANCE INFORMATION OF OTHER CLASS   AMERICAN CENTURY INVESTMENTS


                        INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

    The funds have adopted certain investment restrictions that are set forth in
the  Statement of Additional  Information.  Those  restrictions,  as well as the
investment objectives of the funds 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 funds have implemented additional investment policies
and  practices  to guide their  activities  in the  pursuit of their  respective
investment  objectives.  These  policies  and  practices,  which  are  described
throughout this Prospectus,  are not designated as fundamental  policies and may
be changed without shareholder approval.

GROWTH EQUITY FUNDS

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

SELECT AND HERITAGE

   
    Securities of companies  chosen for the Select and Heritage funds are chosen
primarily for their growth potential.  Additionally,  as a matter of fundamental
policy,  80% of the  assets  of the  Select  fund and 60% of the  assets  of the
Heritage fund must be invested in securities of companies  that have a record of
paying  dividends,  or have  committed  themselves  to the  payment  of  regular
dividends, or otherwise produce income. The remaining 20% of the Select fund and
40% of the Heritage fund may be invested in any otherwise permissible securities
that the  manager  believes  will  contribute  to the funds'  stated  investment
objectives.  The  income  payments  of equity  securities  are only a  secondary
consideration; therefore, the income return that Select and Heritage provide may
not be  significant.  Otherwise,  Select and Heritage follow the same investment
techniques described below for Growth, Ultra and Vista.
    

    Since  Select is one of our  larger  funds  and  Heritage  is  substantially
smaller,  Select will  invest in shares of larger  companies  with larger  share
trading  volume,  and  Heritage  will tend to invest in smaller  companies  with
smaller share trading volume. However, the two funds are not mutually exclusive,
and a given  security may be owned by both funds.  For the reasons stated in the
next  section,  it should be expected  that  Heritage  will be more volatile and
subject to greater short-term risk and long-term opportunity than Select.

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

GROWTH, ULTRA AND VISTA

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

   
    Growth and Ultra  generally  invest in  large-sized  companies,  while Vista
invests in medium-sized and smaller companies.
    

    The size of companies  in which a fund  invests  tends to give each fund its
own characteristics of


PROSPECTUS                         INFORMATION REGARDING THE FUNDS      15


volatility and risk. These  differences come about because  developments such as
new or improved products or methods, which would be relatively  insignificant to
a large company, may have a substantial impact on the earnings and revenues of a
small  company  and create a greater  demand and a higher  value for its shares.
However,  a new  product  failure,  which  could  readily be absorbed by a large
company,  can  cause a rapid  decline  in the  value of the  shares of a smaller
company.  Hence, it could be expected that funds investing in smaller  companies
would be more volatile than funds investing in larger companies.


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

FOREIGN SECURITIES

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

    Subject to their individual  investment  objectives and policies,  the funds
may invest in common stocks,  convertible  securities,  preferred stocks, bonds,
notes and other debt  securities  of foreign  issuers,  and debt  securities  of
foreign  governments and their agencies.  The funds will limit their purchase of
debt securities to investment-grade obligations.

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse  movements in exchange rates between  currencies,
the funds may, for hedging purposes only,  enter into forward currency  exchange
contracts.  A forward currency exchange contract obligates a fund to purchase or
sell a specific currency at a future date at a specific price.

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

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

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


16   INFORMATION REGARDING THE FUNDS                AMERICAN CENTURY INVESTMENTS


currency in excess of the aggregate  value of its portfolio  securities or other
assets denominated in, or whose value is tied to, that currency.

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

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

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

PORTFOLIO TURNOVER

   
    The  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5-14 of this Prospectus.
    

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated contribution of the security in question to a fund's objectives. The
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 each fund may be higher than other  mutual funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater brokerage  commissions,  which is a cost that the funds
pay directly. Portfolio turnover may also affect the character of capital gains,
if any,  realized and distributed by a fund since  short-term  capital gains are
taxable as ordinary income.

REPURCHASE AGREEMENTS

    Each fund may invest in repurchase agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of that fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

    The funds will limit repurchase agreement  transactions to securities issued
by the U.S. government, its agencies and instrumentalities,  and will enter into
such  transactions  with  those  banks and  securities  dealers  who are  deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

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

FUTURES AND OPTIONS

   
    The funds may invest in financial futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between the making of the contract and the end


PROSPECTUS                        INFORMATION REGARDING THE FUNDS     17


of the contract period of a financial index,  indicator,  or security underlying
the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager is able to expose to the  market  cash that is held by the funds to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager believes that the use of futures and options thereon allows the funds to
be fully invested while maintaining the needed liquidity.

    The funds will not  purchase  leveraged  futures.  When a fund enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.
    

DERIVATIVE SECURITIES

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

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

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

    No fund may invest in a derivative  security  unless the reference  index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose  underlying value is linked to the price of oil would
not be a  permissible  investment  since the funds may not invest in oil and gas
leases or futures.

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

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

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

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

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

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


18      INFORMATION REGARDING THE FUNDS        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.
       

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The funds may, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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 a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

   
INVESTMENTS IN COMPANIES  WITH LIMITED OPERATING HISTORY

    The funds may invest in the  securities  of issuers with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

    Select,  Growth and Ultra will not invest more than 5% of their total assets
in the  securities  of issuers  with less than a three-year  operating  history.
Vista and  Heritage  will not invest more than 10% of their total  assets in the
securities of issuers with less than a three-year operating history. The manager
will con-
    


PROSPECTUS                   INFORMATION REGARDING THE FUNDS       19


   
sider periods of capital formation, incubation,  consolidation, and research and
development  in  determining  whether a particular  issuer has a record of three
years of continuous operation.
    

SHORT SALES

   
    A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short. Such  transactions  allow the fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.
    

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


PERFORMANCE ADVERTISING

    From  time  to  time,  the  funds  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 classes offered by the funds.

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

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

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

    The funds may also include in advertisements data comparing performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance  including  the  Standard & Poor's (S&P) 500 Index and the Dow Jones
Industrial Average.  Fund performance may also be compared, 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 funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.


20      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS



                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

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

HOW TO PURCHASE AND SELL AMERICAN
CENTURY FUNDS

    One or more of the funds  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 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
how to select American Century funds.

   
    If you have questions about a fund, see "Investment  Policies of the Funds,"
page  15,  or  call  one  of  our  Institutional   Service   Representatives  at
1-800-345-3533.

    Orders to purchase shares are effective on the day we receive  payment.  See
"When Share Price is Determined," page 23.
    

    We may  discontinue  offering shares  generally in the funds  (including any
class  of  shares  of a 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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    


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 a fund for  shares  of  another  fund in our  family.  See your  plan
administrator, employee benefits office or financial intermediary for details on
the rules in your plan governing exchanges.

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

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 23. If you have any questions  about how to redeem,
contact  your  plan   administrator,   employee   benefits  office,  or  service
representative at your financial intermediary, as applicable.
    

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

    We have  elected to be governed by Rule 18f-1 under the  Investment  Company
Act, which obligates each fund to redeem shares in cash, with respect to any one
participant account during any 90-day


PROSPECTUS                  HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS   21


period,  up to the lesser of $250,000 or 1% of the assets of the fund.  Although
redemptions in excess of this  limitation will also normally be paid in cash, we
reserve the right to honor these  redemptions  by making  payment in whole or in
part in readily marketable  securities (a  "redemption-in-kind").  If payment is
made in securities,  the securities will be selected by the fund, will be valued
in the same manner as they are in computing  the fund's net asset value and will
be provided to the redeeming plan participant or financial  intermediary in lieu
of cash without prior notice.

    If you  expect  to make a large  redemption  and  would  like to  avoid  any
possibility of being paid in  securities,  you may do so by providing us with an
unconditional  instruction to redeem at least 15 days prior to the date on which
the redemption  transaction is to occur. The instruction must specify the dollar
amount  or number of  shares  to be  redeemed  and the date of the  transaction.
Receipt of your  instruction 15 days prior to the transaction  provides the fund
with  sufficient  time  to  raise  the  cash  in an  orderly  manner  to pay the
redemption  and thereby  minimizes the effect of the  redemption on the fund and
its remaining shareholders.

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

TELEPHONE SERVICES

INVESTORS LINE

    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 Representatives at 1-800-345-3533.



22 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 a 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 at 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 the 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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter 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 time as of which the net asset value is
determined.

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

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times. Based on these representations,  the funds have authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the funds' net asset  value next  determined
after acceptance on the funds' behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

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

    The portfolio  securities of each fund, except as otherwise noted, listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  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


PROSPECTUS             ADDITIONAL INFORMATION YOU SHOULD KNOW                 23


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
exchanged to dollars at the prevailing foreign exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
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 a fund's net asset  value is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination  of the prices of many of the  portfolio  securities  used in such
calculation  and the value of a fund's  portfolio  may be  affected on days when
shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net asset  values of the  Investor  Class of the funds are  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 value of the Advisor Class of each
fund may be obtained by calling us.


DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains if any, are  declared and paid once a year,  but the funds may
make  distributions  on a more  frequent  basis to comply with the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment Company Act. Distributions from investment
income and from net profits realized on the sale of securities,  if any, will be
declared annually on or before December 31.

    THE OBJECTIVE OF THESE FUNDS IS CAPITAL  APPRECIATION AND NOT THE PRODUCTION
OF DISTRIBUTIONS. YOU SHOULD MEASURE THE SUCCESS OF YOUR INVESTMENT BY THE VALUE
OF YOUR INVESTMENT AT ANY GIVEN TIME AND NOT BY THE DISTRIBUTIONS YOU RECEIVE.

   
    Participants in employer-sponsored  retirement or savings plan 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 certain IRAs 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.
    

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

    If 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 funds will generally not be


24    ADDITIONAL INFORMATION YOU SHOULD KNOW        AMERICAN CENTURY INVESTMENTS


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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  greater  than 12 months but no more than 18 months (28% rate gain)  and/or
assets held  greater  than 18 months  (20% rate gain) are  taxable as  long-term
gains  regardless of the length of time you have held the shares.  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 (28% or 20% rate gain) to you with
respect to such shares.
    

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

   
    If more  than 50% of the value of a fund's  total  assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such  fiscal  year so that fund  shareholders  may be able to claim a
foreign tax credit in lieu of a deduction  for foreign  income taxes paid by the
fund.  If such an election is made,  the foreign  taxes paid by the fund will be
treated as income  received by you. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.

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

    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 (28% and/or 20% rate gain).

    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 distribu-


PROSPECTUS                        ADDITIONAL INFORMATION YOU SHOULD KNOW     25


tions are derived from interest on U.S.  government  obligations  which,  if you
received them directly, would be exempt from state income tax. However, most but
not all states allow this tax  exemption  to pass  through to fund  shareholders
when a fund pays distributions to its shareholders.  You should consult your tax
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 is required by
federal law to withhold and remit to the IRS 31% of reportable  payments  (which
may include  dividends,  capital gains  distributions  and  redemptions).  Those
regulations  require  you to  certify  that the  Social  Security  number or tax
identification number you provide is correct and that you are not subject to 31%
withholding for previous  under-reporting  to the IRS. You will be asked to make
the appropriate certification on your application.  Payments reported by us that
omit your Social Security number or tax identification number will subject us to
a penalty  of $50,  which will be charged  against  your  account if you fail to
provide  the  certification  by  the  time  the  report  is  filed,  and  is not
refundable.

   
    Redemption  of shares of a fund  (including  redemption  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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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 funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  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  portfolios of each 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 funds.  The teams meet  regularly to review
portfolio  holdings and to discuss purchase and sale activity.  The teams adjust
holdings in the funds'  portfolios  as they deem  appropriate  in pursuit of the
funds' investment  objectives.  Individual portfolio manager members of the team
may also  adjust  portfolio  holdings  of the funds as  necessary  between  team
meetings.

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

   
    JAMES E. STOWERS III, Chief Executive Officer and Portfolio Manager,  joined
American Century in 1981. He is a member of the team that manages Ultra.

    ARNOLD K. DOUVILLE,  Vice President and Portfolio  Manager,  joined American
Century in November 1997. Prior to joining American Century, Mr. Douville served
as Senior Portfolio Manager for Munder Capital Management. He is a member of the
team that manages Vista.
    

    GLENN A. FOGLE,  Vice  President  and  Portfolio  Manager,  joined  American
Century in September  1990 as an  Investment  Analyst,  a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista.


26     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


   
    C. KIM GOODWIN,  Vice  President  and  Portfolio  Manager,  joined  American
Century in October 1997. Prior to joining American  Century,  Ms. Goodwin served
as Senior Vice President and Portfolio  Manager at Putnam  Investments  from May
1996 to September  1997 and Vice  President and Portfolio  Manager at Prudential
Investments  from February 1993 to April 1996.  Prior to that,  she served as an
Assistant Vice President and Portfolio Manager at Mellon Bank  Corporation.  She
is a member of the team that manages Growth.
    

    JEAN C.  LEDFORD,  Vice  President and Portfolio  Manager,  joined  American
Century in January 1997. Prior to joining American  Century,  Ms. Ledford worked
for the State of Wisconsin  Investment Board as an Investment Director from 1994
to 1996 and as an Assistant  Investment  Director from 1983 to 1994. Ms. Ledford
is a member of the team that manages Select.

    NANCY B. PRIAL,  Vice  President  and  Portfolio  Manager,  joined  American
Century in February 1994 as a Portfolio Manager.  For more than four years prior
to joining  American  Century,  Ms.  Prial served as Senior Vice  President  and
Portfolio Manager at Frontier Capital Management Company, Boston, Massachusetts.
She is a member of the team that manages Heritage.

   
    JOHN R. SYKORA, Portfolio Manager, joined American Century in May 1994 as an
Investment  Analyst,  a position he held until August 1997.  At that time he was
promoted to Portfolio  Manager.  Prior to joining American  Century,  My. Sykora
served as a Financial  Analyst for Business Men's Assurance  Company of America,
Kansas City, Missouri,  from August 1993 to April 1994. Prior to that Mr. Sykora
attended Michigan State University where he obtained his MBA degree.  Mr. Sykora
is a member of the team that manages Ultra.
    

    BRUCE A. WIMBERLY,  Portfolio Manager,  joined American Century in September
1994 as an Investment  Analyst, a position he held until July 1996. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Wimberly attended Kellogg Graduate School of Management, Northwestern University
from  August 1992 to August  1994,  where he  obtained  his MBA degree.  He is a
member of the team that manages Ultra.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  pays all the  expenses  of the funds  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 funds,  the manager
receives an annual fee of 0.75% of the average net assets of each of the funds.

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

CODE OF ETHICS

    The funds and the  manager  have  adopted  a Code of Ethics  that  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 funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

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

    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.


PROSPECTUS           ADDITIONAL INFORMATION YOU SHOULD KNOW        27


Any expenses associated with these special services will be paid by the manager.

    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.

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc. (FDI) serves as the  Co-Administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the manager out of its unified fee.
    


DISTRIBUTION OF FUND SHARES

   
    The funds' shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions in the funds offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
funds are paid by the manager.
    

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 funds' Board of Directors and the initial shareholder
of the funds'  Advisor  Class  shares have  approved  and entered  into a Master
Distribution  and Shareholder  Services Plan (the "Plan") with the  distributor.
Pursuant  to  the  Plan,  each  fund  pays  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, as paying agent
for the  funds,  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 funds, 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 funds 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  phone  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  four  classes of each of the funds:  an  Investor
Class,  an  Institutional  Class,  a Service Class,  and the Advisor Class.  The
shares offered by this Prospectus are Advisor Class shares.
    


28     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


    The Investor  Class is primarily  made  available to retail  investors.  The
Institutional  Class and Service  Class are primarily  offered to  institutional
investors   or   through   institutional    distribution   channels,   such   as
employer-sponsored retirement plans or through banks, broker-dealers,  insurance
companies or other  financial  intermediaries.  The other classes have different
fees, expenses,  and/or minimum investment  requirements than the Advisor Class.
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.  For information concerning
the  Institutional or Service Classes of shares,  call one of our  Institutional
Service  Representatives at 1-800-345-3533 or contact a sales  representative or
financial intermediary who offers those classes of shares.

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

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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 funds 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 funds' by-laws,  the holders of shares representing at
least 10% of the votes  entitled to be cast may request a 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        29


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

www.americancentury.com


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

9802           [recycled logo]
SH-BKT-11417      Recycled
<PAGE>
                                   PROSPECTUS


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


   
                                 MARCH 1, 1998
    

                                   TWENTIETH
                                    CENTURY
                                     GROUP

                                    Select
                                   Heritage
                                    Growth
                                     Ultra
                                     Vista

INSTITUTIONAL CLASS


                         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
- --------------------------------------------------------------------------------
BENHAM GROUP(reg.tm)        AMERICAN CENTURY GROUP       TWENTIETH CENTURY 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 FUND
- --------------------------------------------------------------------------------
                                                      Select * Heritage * Growth
                                                             Ultra * Vista


                                  PROSPECTUS

   
                                 MARCH 1, 1998
    

                          Select * Heritage * Growth

                                 Ultra * Vista

                              INSTITUTIONAL 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.  Five of the funds  from our
Twentieth Century Group that invest primarily in equity securities are described
in this  Prospectus.  Their  investment  objectives are listed on page 2 of this
Prospectus. The other funds are described in separate prospectuses.

    Each fund's  shares  offered in this  Prospectus  (the  Institutional  Class
shares) are sold at their net asset value with no sales charges or commissions.

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

   
    This Prospectus  gives you information  about the funds 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 March 1, 1998,  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 OBJECTIVES OF THE FUNDS

 AMERICAN CENTURY - TWENTIETH CENTURY
 SELECT FUND

 AMERICAN CENTURY - TWENTIETH CENTURY
 HERITAGE FUND

   
    The Select and  Heritage  funds seek  capital  growth.  The funds  intend to
pursue their  investment  objectives by investing  primarily in common stocks of
companies  that  are  considered  by  management  to  have   better-than-average
prospects for appreciation. As a matter of fundamental policy, 80% of the assets
of the Select fund and 60% of the assets of the  Heritage  fund must be invested
in  securities  of  companies  that have a record of  paying  dividends  or have
committed  themselves to the payment of regular dividends,  or otherwise produce
income.
    

 AMERICAN CENTURY - TWENTIETH CENTURY
 GROWTH FUND

 AMERICAN CENTURY - TWENTIETH CENTURY
 ULTRA FUND

 AMERICAN CENTURY - TWENTIETH CENTURY
 VISTA FUND

    The Growth,  Ultra and Vista funds seek capital growth.  The funds intend to
pursue their investment  objectives by investing primarily in common stocks that
are  considered  by  management  to  have   better-than-average   prospects  for
appreciation.

                There is no assurance that the funds will achieve
                     their respective investment objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  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 FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

2      INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS

   
                               TABLE OF CONTENTS

 Investment Objectives of the Funds ........................................ 2

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

 Financial Highlights ...................................................... 5

 Performance Information of Other Class ....................................10

 INFORMATION REGARDING THE FUNDS

 Investment Policies of the Funds ..........................................15

    Growth Equity Funds ....................................................15

    Select and Heritage ....................................................15

    Growth, Ultra and Vista ................................................15

 Other Investment Practices, Their Characteristics
 and Risks .................................................................16

    Foreign Securities .....................................................16

    Forward Currency Exchange Contracts ....................................16

    Portfolio Turnover .....................................................17

    Repurchase Agreements ..................................................17

    Futures and Options ....................................................17

    Derivative Securities ..................................................18

    When-Issued Securities .................................................19

    Rule 144A Securities ...................................................19

    Investments in Companies
       with Limited Operating History ......................................19

    Short Sales ............................................................20

 Performance Advertising ...................................................20

 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS


 American Century Investments ..............................................21

 Investing in American Century .............................................21

 How to Open an Account ....................................................21

            By Mail ........................................................21

            By Wire ........................................................21

            By Exchange ....................................................21

            In Person ......................................................22

       Subsequent Investments ..............................................22

            By Mail ........................................................22

            By Telephone ...................................................22

            By Wire ........................................................22

            In Person ......................................................22

       Automatic Investment Plan ...........................................22

  Minimum Investment .......................................................22

  How to Exchange from One Account to Another ..............................22

            By Mail ........................................................23

            By Telephone ...................................................23

  How to Redeem Shares .....................................................23

            By Mail ........................................................23

            By Telephone ...................................................23

            By Check-A-Month ...............................................23

            Other Automatic Redemptions ....................................23

       Redemption Proceeds .................................................23

            By Check .......................................................23

            By Wire and ACH ................................................23

       Special Requirements for Large Redemptions ..........................23

  Signature Guarantee ......................................................24

  Special Shareholder Services .............................................24

            Open Order Service .............................................24

            Tax-Qualified Retirement Plans .................................25

  Important Policies Regarding Your Investments ............................25

  Reports to Shareholders ..................................................25

 Customers of Banks, Broker-Dealers and

    Other Financial Intermediaries .........................................26

 ADDITIONAL INFORMATION YOU SHOULD KNOW

 Share Price ...............................................................27

    When Share Price Is Determined .........................................27

    How Share Price Is Determined ..........................................27

    Where to Find Information About Share Price ............................28

 Distributions .............................................................28

 Taxes .....................................................................28

    Tax-Deferred Accounts ..................................................28

    Taxable Accounts .......................................................29

 Management ................................................................30

    Investment Management ..................................................30

    Code of Ethics .........................................................31

    Transfer and Administrative Services ...................................31

 Distribution of Fund Shares ...............................................32

 Further Information About American Century ................................32
    

PROSPECTUS                                        TABLE OF CONTENTS          3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                Select, Heritage,
                              Growth, Ultra, Vista

SHAREHOLDER TRANSACTION EXPENSES:

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

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

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

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

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


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

Management Fees ................................................0.80%

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

Other Expenses(1) ..............................................0.00%

Total Fund Operating Expenses ..................................0.80%

EXAMPLE:

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

(1)  Other  expenses,  which  includes  the fees and expenses  (including  legal
     counsel  fees) of  those  directors  who are not  "interested  persons"  as
     defined in the Investment Company Act, were less than 0.01 of 1% of average
     net assets for the most recent fiscal year.


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

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

   
    The shares offered by this Prospectus are  Institutional  Class shares.  The
funds  offer  three  other  classes of shares,  one of which is  primarily  made
available  to retail  investors  and two that are  primarily  made  available to
institutional  investors.  The other classes have different fee structures  than
the Institutional  Class. 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 32.
    

4  TRANSACTION AND OPERATING EXPENSE TABLE          AMERICAN CENTURY INVESTMENTS


   
                             FINANCIAL HIGHLIGHTS

                                    SELECT

  The sale of the  Institutional  Class of the fund commenced on March 13, 1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on October 31, 1958, is presented on page 10.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                      1997(1)

PER-SHARE DATA

Net Asset Value,
Beginning of Period .........................................   $      40.56
                                                                ------------

Income From Investment Operations

  Net Investment Income(2) ..................................           0.13

  Net Realized and Unrealized
  Gain on Investment Transactions ...........................           7.55
                                                                        ----

Total From
Investment Operations .......................................           7.68
                                                                        ----

Net Asset Value,
End of Period ...............................................   $      48.24
                                                                ============

Total Return(3) .............................................          18.93%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...........           0.80%(4)

Ratio of Net Investment Income to Average Net Assets ........           0.45%(4)

Portfolio Turnover Rate .....................................             94%

Average Commission Paid per Share of Equity Security Traded .   $     0.0457

Net Assets, End of Period (in thousands) ....................   $     11,486

(1) March 13, 1997 (commencement of sale) through October 31, 1997.

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

(3) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any. Total return is not annualized.

(4) Annualized.

PROSPECTUS                                     FINANCIAL HIGHLIGHTS        5


                             FINANCIAL HIGHLIGHTS

                                   HERITAGE

  The sale of the  Institutional  Class of the fund  commenced on June 16, 1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on November 10, 1958, is presented on page 11.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                        1997(1)

PER-SHARE DATA

Net Asset Value,
Beginning of Period ...........................................    $   13.60
                                                                   ---------

Income From Investment Operations

 Net Investment Income(2) .....................................         0.01

 Net Realized and Unrealized
 Gain on Investment Transactions ..............................         1.26
                                                                        ----

Total From
Investment Operations .........................................         1.27
                                                                        ----

Net Asset Value,
End of Period .................................................    $   14.87
                                                                   =========

Total Return(3) ...............................................         9.34%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .............         0.80%(4)

Ratio of Net Investment Income to Average Net Assets ..........         0.21%(4)

Portfolio Turnover Rate .......................................           69%

Average Commission Paid per Share of Equity Security Traded ...    $  0.0436

Net Assets, End of Period (in thousands) ......................    $     129

(1) June 16, 1997 (commencement of sale) through October 31, 1997.

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

(3) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any. Total return is not annualized.

(4) Annualized.

6      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS

                                    GROWTH

  The sale of the  Institutional  Class of the fund  commenced on June 16, 1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on October 31, 1958, is presented on page 12.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                       1997(1)


PER-SHARE DATA

Net Asset Value,
Beginning of Period ...........................................    $   25.75
                                                                   ---------

Income From Investment Operations

  Net Investment Income(2) ....................................         0.01

  Net Realized and Unrealized
  Gain on Investment Transactions .............................         2.12
                                                                        ----

Total From
Investment Operations .........................................         2.13
                                                                        ----

Net Asset Value,
End of Period .................................................    $   27.88
                                                                   =========

Total Return(3) ...............................................         8.27%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .............         0.80%(4)

Ratio of Net Investment Income to Average Net Assets ..........         0.07%(4)

Portfolio Turnover Rate .......................................           75%

Average Commission Paid per Share of Equity Security Traded ...    $  0.0393

Net Assets, End of Period (in thousands) ......................    $     171

(1) June 16, 1997 (commencement of sale) through October 31, 1997.

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

(3) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any. Total return is not annualized.

(4) Annualized.

PROSPECTUS                                     FINANCIAL HIGHLIGHTS           7


                             FINANCIAL HIGHLIGHTS

                                     ULTRA

  The sale of the  Institutional  Class of the fund  commenced  on November  14,
1996.  Performance  information of the original class of shares, which commenced
operations on November 2, 1981, is presented on page 13.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                       1997(1)


PER-SHARE DATA

Net Asset Value,
Beginning of Period ..........................................    $   30.78
                                                                  ---------

Income From Investment Operations

 Net Investment Income(2) ....................................         0.06

 Net Realized and Unrealized
 Gain on Investment Transactions .............................         4.38
                                                                       ----

Total From
Investment Operations ........................................         4.44
                                                                       ----

Distributions

 From Net Realized Gains on Investment Transactions ..........        (1.69)
                                                                      ----- 

Net Asset Value,
End of Period ................................................    $   33.53
                                                                  =========

Total Return(3) ..............................................        15.28%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ............         0.80%(4)

Ratio of Net Investment Income to Average Net Assets .........         0.23%(4)

Portfolio Turnover Rate ......................................          107%

Average Commission Paid per Share of Equity Security Traded ..    $  0.0398

Net Assets, End of Period (in thousands) .....................    $     334

(1)November 14, 1996 (commencement of sale) through October 31, 1997.

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

(3)Total return assumes reinvestment of dividends and capital gains
   distributions, if any. Total return is not annualized.

(4)Annualized.

  8    FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS

                                     VISTA

  The sale of the  Institutional  Class of the fund  commenced  on November  14,
1996.  Performance  information of the original class of shares, which commenced
operations on November 25, 1983, is presented on page 14.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                        1997(1)

PER-SHARE DATA

Net Asset Value,
Beginning of Period ...........................................    $  15.73
                                                                   --------

Income From Investment Operations

  Net Investment Loss(2) ......................................       (0.07)

  Net Realized and Unrealized
  Gain on Investment Transactions .............................        0.08
                                                                       ----

Total From
Investment Operations .........................................        0.01
                                                                       ----

Distributions

  From Net Realized Gains on Investment Transactions ..........       (1.18)
                                                                      ----- 

Net Asset Value,
End of Period .................................................    $  14.56
                                                                   ========

Total Return(3) ...............................................        0.17%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .............        0.80%(4)

Ratio of Net Investment Income to Average Net Assets ..........    (0.53)%(4)

Portfolio Turnover Rate .......................................          96%

Average Commission Paid per Share of Equity Security Traded ...    $ 0.0292

Net Assets, End of Period (in thousands) ......................    $     14

(1)November 14, 1996 (commencement of sale) through October 31, 1997.

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

(3)Total return assumes reinvestment of dividends and capital gains
   distributions, if any. Total return is not annualized.

(4)Annualized.

PROSPECTUS                                     FINANCIAL HIGHLIGHTS          9


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                    SELECT

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors  whose  report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                     1997    1996      1995      1994      1993      1992      1991     1990      1989      1988

PER-SHARE DATA

Net Asset Value,
<S>                                  <C>     <C>      <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>   
Beginning of Year .................. $41.52  $39.52   $37.67    $45.76    $39.18    $40.79    $34.19   $35.98    $27.85    $32.69
                                     ------  ------   ------    ------    ------    ------    ------   ------    ------    ------
Income From
Investment Operations

 Net Investment Income ............. 0.15(1)  0.20(1)  0.33(1)   0.40      0.46      0.53      0.63     0.62      1.10      0.64

 Net Realized and
  Unrealized Gain(Loss) on
  Investment Transactions ..........  10.51   6.73     4.68     (3.59)     7.94      0.34      8.17    (1.29)     7.74      1.37
                                     ------  ------   ------    ------    ------    ------    ------   ------    ------    ------
 Total From
 Investment Operations .............  10.66   6.93     5.01     (3.19)     8.40      0.87      8.80    (0.67)     8.84      2.01
                                     ------  ------   ------    ------    ------    ------    ------   ------    ------    ------
Distributions

 From Net Investment Income ........ (0.32)  (0.27)   (0.28)    (0.43)    (0.49)    (0.65)    (0.65)   (1.12)    (0.71)    (0.48)

 From Net Realized Gains on
 Investment Transactions ........... (3.68)  (4.66)   (2.75)    (4.47)    (1.31)    (1.83)    (1.55)     --        --      (6.37)

 In Excess of
 Net Realized Gains ................   --       --    (0.13)      --      (0.02)      --        --       --        --        --
                                     ------  ------   ------    ------    ------    ------    ------   ------    ------    ------
 Total Distributions ............... (4.00)  (4.93)   (3.16)    (4.90)    (1.82)    (2.48)    (2.20)   (1.12)    (0.71)    (6.85)
                                     ------  ------   ------    ------    ------    ------    ------   ------    ------    ------
Net Asset Value, End of Year ....... $48.18  $41.52   $39.52    $37.67    $45.76    $39.18    $40.79   $34.19    $35.98    $27.85
                                     ======  ======   ======    ======    ======    ======    ======   ======    ======    ======

 Total Return(2) ................... 27.89%  19.76%   15.02%    (7.37)%   22.20%     1.76%    27.05%   (2.03)%   32.59%     7.31%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .............. 1.00%   1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
to Average Net Assets .............. 0.33%   0.5%      0.9%      1.0%      1.1%      1.4%      1.7%     1.8%      3.4%      2.2%

Portfolio Turnover Rate ............ 94%     105%      106%      126%       82%       95%       84%      83%       93%      140%

Average Commission Paid per
Share of Equity Security Traded .... $0.0457  $0.0410  $0.0460   --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) .............. $4,769  $4,039   $4,008    $4,278    $5,160    $4,534    $4,163   $2,953    $2,721    $2,367

</TABLE>

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

(2)Total return assumes reinvestment of dividends and capital gains
   distributions, if any.

(3)Disclosure of average commission paid per share of equity security traded was
   not required prior to the year ended October 31, 1995.

10  PERFORMANCE INFORMATION OF OTHER CLASS          AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                   HERITAGE

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors  whose  report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                    1997     1996     1995      1994      1993      1992      1991      1990      1989     1988(1)

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>     <C>      <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>  
Beginning of Period ..............  $12.24  $11.75   $10.32    $11.03     $9.30     $8.59     $6.55     $8.15     $6.21     $5.00
                                    ------  ------   ------    ------     -----     -----     -----     -----     -----     -----
Income From
Investment Operations

  Net Investment Income ..........  0.01(2)  --(2)   0.05(2)    0.07      0.07      0.10      0.11      0.10      0.08      0.06

  Net Realized and
  Unrealized Gain (Loss) on
  Investment Transactions ........   3.41   1.15     1.96      (0.21)     2.43       0.72      2.04     (0.94)     1.93      1.16
                                    ------  ------   ------    ------     -----     -----     -----     -----     -----     -----
  Total from
  Investment Operations ..........   3.42   1.15     2.01      (0.14)     2.50       0.82      2.15     (0.84)     2.01      1.22
                                    ------  ------   ------    ------     -----     -----     -----     -----     -----     -----
Distributions

  From Net Investment Income .....  (0.09)  (0.05)   (0.03)    (0.06)    (0.09)    (0.11)    (0.11)    (0.07)    (0.07)    (0.01)

  From Net Realized Gains on
  Investment Transactions ........  (0.71)  (0.61)   (0.52)    (0.50)    (0.68)      --        --      (0.69)      --        --

  In Excess of
  Net Realized Gains .............     --     --     (0.03)    (0.01)      --        --        --        --        --        --
                                    ------  ------   ------    ------     -----     -----     -----     -----     -----     -----
  Total Distributions ............  (0.80)  (0.66)   (0.58)    (0.57)    (0.77)    (0.11)    (0.11)    (0.76)    (0.07)    (0.01)
                                    ------  ------   ------    ------     -----     -----     -----     -----     -----     -----
Net Asset Value, End of Period ...  $14.86  $12.24   $11.75    $10.32    $11.03     $9.30     $8.59     $6.55     $8.15     $6.21
                                    ======  ======   ======    ======    ======     =====     =====     =====     =====     =====

  Total Return(3) ................  29.56%  10.44%   21.04%    (1.13)%   28.64%     9.65%    33.25%   (11.62)%   32.65%    25.75%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ............  1.00%    0.99%    0.99%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%   1.00%(4)

Ratio of Net Investment Income
to Average Net Assets ............  0.05%     --      0.5%      0.7%      0.7%      1.1%      1.5%      1.6%      1.3%     1.4%(4)

Portfolio Turnover Rate ..........  69%      122%     121%      136%      116%      119%      146%      127%      159%     130%(4)

Average Commission Paid per
Share of Equity Security Traded ..  $0.0436  $0.0420  $0.0420   --(5)     --(5)     --(5)     --(5)     --(5)     --(5)     --(5)

Net Assets, End
of Period (in millions) ..........  $1,321  $1,083   $1,008     $897      $702      $369      $269      $199      $117       $55

</TABLE>

(1) November 10, 1987 (inception) through October 31, 1988.

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

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

(4) Annualized.

(5) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.

PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS         11

<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                    GROWTH

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors  whose  report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                     1997    1996      1995     1994      1993      1992      1991      1990      1989      1988

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>     <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>   
Beginning of Year ................. $22.21  $23.88    $22.99    $25.27    $23.64    $22.32    $14.81   $17.44    $12.54    $15.62
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
Income From Investment Operations

 Net Investment Income (Loss) ..... 0.01(1)  (0.01)(1)  0.08(1)  0.06      0.06     (0.02)     0.04     0.09      0.08      0.30

 Net Realized and
 Unrealized Gain
 (Loss) on Investment
 Transactions .....................  6.07     1.47     4.08      0.48      1.94      1.35      8.47    (2.05)     5.14      0.13
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
 Total from
 Investment Operations ............  6.08    1.46      4.16      0.54      2.00      1.33      8.51    (1.96)     5.22      0.43
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
Distributions

 From Net Investment Income ....... (0.18)  (0.07)    (0.05)    (0.06)      --      (0.01)    (0.11)   (0.08)    (0.32)    (0.05)

 From Net Realized Gains
 on Investment Transactions ....... (0.25)  (2.98)    (3.18)    (2.76)    (0.36)      --      (0.89)   (0.59)      --      (3.46)

 In Excess of
 Net Realized Gains ...............    --   (0.08)    (0.04)      --      (0.01)      --        --       --        --        --
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
 Total Distributions .............. (0.43)  (3.13)    (3.27)    (2.82)    (0.37)    (0.01)    (1.00)   (0.67)    (0.32)    (3.51)
                                    ------  ------    ------    ------    ------    ------    ------   ------    ------    ------
Net Asset Value, End of Year ...... $27.86  $22.21    $23.88    $22.99    $25.27    $23.64    $22.32   $14.81    $17.44    $12.54
                                    ======  ======    ======    ======    ======    ======    ======   ======    ======    ======

 Total Return(2) .................. 27.85%   8.18%    22.31%     2.66%     8.48%     5.96%    60.64%   (11.72)%  42.74%     3.18%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ............. 1.00%    1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ...... 0.02%   (0.1)%     0.4%      0.3%      0.2%     (0.1)%     0.2%     0.6%      0.5%      2.4%

Portfolio Turnover Rate ........... 75%      122%      141%      100%       94%       53%       69%     118%       98%      143%

Average Commission Paid per
Share of Equity Security Traded ... $0.0393  $0.0360  $0.0400    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) ............. $5,113  $4,765    $5,130    $4,363    $4,641    $4,472    $3,193   $1,697    $1,597    $1,229

</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.

12     PERFORMANCE INFORMATION OF OTHER CLASS   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                     ULTRA

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche  LLP,  independent  auditor  whose  report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                     1997     1996     1995     1994      1993      1992      1991      1990      1989       1988

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>     <C>       <C>       <C>       <C>       <C>        <C>      <C>       <C>       <C>  
Beginning of Year                   $29.52  $28.03    $21.16    $21.61    $15.46    $15.53     $7.73    $9.63     $6.86     $8.76
                                    ------  ------    ------    ------    ------    ------     -----    -----     -----     -----
Income From
Investment Operations

 Net Investment Income  (Loss)      0.01(1)  (0.05)(1)  (0.07)(1)  (0.03)  (0.09)   (0.05)    (0.03)   (0.03)     0.19     (0.02)

 Net Realized and
  Unrealized Gain
 (Loss) on Investment
  Transactions                      5.62      2.84     7.58     (0.42)     6.24     (0.02)     7.86    (0.73)     2.58      1.38
                                    ------  ------    ------    ------    ------    ------     -----    -----     -----     -----
 Total from
 Investment Operations              5.63      2.79     7.51     (0.45)     6.15     (0.07)     7.83    (0.76)     2.77      1.36
                                    ------  ------    ------    ------    ------    ------     -----    -----     -----     -----
Distributions

 From Net Investment Income         --        --        --        --        --        --        --     (0.19)      --        --

 From Net Realized Gains on
 Investment Transactions            (1.69)  (1.19)    (0.64)      --        --        --      (0.03)   (0.95)      --      (3.26)

 In Excess of Net Realized Gains      --    (0.11)      --        --        --        --        --       --        --        --
                                    ------  ------    ------    ------    ------    ------     -----    -----     -----     -----
 Total Distributions                (1.69)  (1.30)    (0.64)      --        --        --      (0.03)   (1.14)      --      (3.26)
                                    ------  ------    ------    ------    ------    ------     -----    -----     -----     -----
Net Asset Value, End of Year        $33.46  $29.52    $28.03    $21.16    $21.61    $15.46    $15.53    $7.73     $9.63     $6.86
                                    ======  ======    ======    ======    ======    ======    ======    =====     =====     =====

 Total Return(2)                    19.95%  10.79%    36.89%    (2.08)%   39.78%    (0.45)%   101.51%  (9.02)%   40.37%    19.52%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets               1.00%    1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets        0.03%   (0.2)%    (0.3)%    (0.1)%    (0.6)%    (0.4)%    (0.5)%   (0.3)%     2.2%     (0.3)%

Portfolio Turnover Rate             107%      87%       87%       78%       53%       59%       42%     141%      132%      140%

Average Commission Paid per
Share of Equity Security Traded     $0.0398  $0.0350  $0.0330    --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions)               $21,695  $18,266  $14,376   $10,344   $8,037    $4,275    $2,148    $330      $347      $258

</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.


PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS           13


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                     VISTA

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors  whose  report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                     1997     1996     1995      1994      1993      1992      1991      1990      1989    1988

PER-SHARE DATA

Net Asset Value,
<S>                                  <C>     <C>      <C>       <C>       <C>       <C>        <C>      <C>       <C>      <C>  
Beginning of Year .................. $15.68  $15.73   $10.94    $12.24    $11.01    $10.53     $6.28    $8.74     $5.91    $5.73
                                     ------  ------   ------    ------    ------    ------     -----    -----     -----    -----
Income From
Investment Operations

  Net Investment Income (Loss) ..... (0.10)(1)  (0.11)(1)  (0.08)(1)  (0.08)  (0.07)  (0.04)  (0.02)   (0.01)    (0.03)     0.01

  Net Realized
  and Unrealized Gain
  (Loss) on Investment
  Transactions .....................   0.13    1.09     4.90      0.45      1.95      0.52      4.27    (1.76)     2.87     0.63
                                     ------  ------   ------    ------    ------    ------     -----    -----     -----    -----
  Total from
  Investment Operations ............   0.03    0.98     4.82      0.37      1.88      0.48      4.25    (1.77)     2.84     0.64
                                     ------  ------   ------    ------    ------    ------     -----    -----     -----    -----
Distributions

  From Net Investment Income ....... --       --        --        --        --        --        --       --      (0.01)      --

  From Net Realized Gains
  on Investment Transactions ....... (1.18)  (1.02)   (0.03)    (1.66)    (0.64)      --        --     (0.69)      --      (0.46)

  In Excess of
  Net Realized Gains ............... --      (0.01)     --      (0.01)    (0.01)      --        --       --        --        --
                                     ------  ------   ------    ------    ------    ------     -----    -----     -----    -----
  Total Distributions .............. (1.18)  (1.03)   (0.03)    (1.67)    (0.65)      --        --     (0.69)    (0.01)    (0.46)
                                     ------  ------   ------    ------    ------    ------     -----    -----     -----    -----
Net Asset Value, End of Year ....... $14.53  $15.68   $15.73    $10.94    $12.24    $11.01    $10.53    $6.28     $8.74     $5.91
                                     ======  ======   ======    ======    ======    ======    ======    =====     =====     =====

  Total Return(2) .................. 0.29%   6.96%    44.20%     4.16%    17.71%     4.55%    67.67%   (22.17)%  48.19%    11.41%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .............. 1.00%   0.99%     0.98%     1.00%     1.00%     1.00%     1.00%    1.00%     1.00%     1.00%

Ratio of Net Investment Income
(Loss) to Average Net Assets ....... (0.73)%  (0.7)%  (0.6)%    (0.8)%    (0.6)%    (0.4)%    (0.3)%   (0.10%    (0.4)%     0.2%

Portfolio Turnover Rate ............ 96%      91%       89%      111%      133%       87%       92%     103%      125%      145%

Average Commission Paid per
Share of Equity Security Traded .... $0.0292  $0.0280  $0.0330   --(3)     --(3)     --(3)     --(3)    --(3)     --(3)     --(3)

Net Assets, End
of Year (in millions) .............. $1,828  $2,276   $1,676     $792      $847      $830      $622     $341      $264      $206

</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.

    
14    PERFORMANCE INFORMATION OF OTHER CLASS        AMERICAN CENTURY INVESTMENTS


                        INFORMATION REGARDING THE FUNDS

 INVESTMENT POLICIES OF THE FUNDS

    The funds have adopted certain investment restrictions that are set forth in
the  Statement of Additional  Information.  Those  restrictions,  as well as the
investment objectives of the funds 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 funds have implemented additional investment policies
and  practices  to guide their  activities  in the  pursuit of their  respective
investment  objectives.  These  policies  and  practices,  which  are  described
throughout this Prospectus,  are not designated as fundamental  policies and may
be changed without shareholder approval.

GROWTH EQUITY FUNDS

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

SELECT AND HERITAGE

   
    Securities of companies  chosen for the Select and Heritage funds are chosen
primarily for their growth potential.  Additionally,  as a matter of fundamental
policy,  80% of the  assets  of the  Select  fund and 60% of the  assets  of the
Heritage fund must be invested in securities of companies  that have a record of
paying  dividends,  or have  committed  themselves  to the  payment  of  regular
dividends, or otherwise produce income. The remaining 20% of the Select fund and
40% of the Heritage fund may be invested in any otherwise permissible securities
that the  manager  believes  will  contribute  to the funds'  stated  investment
objectives.  The  income  payments  of equity  securities  are only a  secondary
consideration; therefore, the income return that Select and Heritage provide may
not be  significant.  Otherwise,  Select and Heritage follow the same investment
techniques described below for Growth, Ultra and Vista.
    

    Since  Select is one of our  larger  funds  and  Heritage  is  substantially
smaller,  Select will  invest in shares of larger  companies  with larger  share
trading  volume,  and  Heritage  will tend to invest in smaller  companies  with
smaller share trading volume. However, the two funds are not mutually exclusive,
and a given  security may be owned by both funds.  For the reasons stated in the
next  section,  it should be expected  that  Heritage  will be more volatile and
subject to greater short-term risk and long-term opportunity than Select.

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

GROWTH, ULTRA AND VISTA

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

   
    Growth and Ultra  generally  invest in  large-sized  companies,  while Vista
invests in medium-sized and smaller companies.
    

    The size of companies  in which a fund  invests  tends to give each fund its
own characteristics of volatility and risk. These differences come about because
developments  such as new or  improved  products  or  methods,  which  would  be
relatively


PROSPECTUS                        INFORMATION REGARDING THE FUNDS             15


insignificant to a large company,  may have a substantial impact on the earnings
and revenues of a small  company and create a greater  demand and a higher value
for its shares.  However, a new product failure, which could readily be absorbed
by a large  company,  can cause a rapid  decline in the value of the shares of a
smaller  company.  Hence,  it could be expected that funds  investing in smaller
companies would be more volatile than funds investing in larger companies.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

FOREIGN SECURITIES

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

    Subject to their individual  investment  objectives and policies,  the funds
may invest in common stocks,  convertible  securities,  preferred stocks, bonds,
notes and other debt  securities  of foreign  issuers,  and debt  securities  of
foreign  governments and their agencies.  The funds will limit their purchase of
debt securities to investment-grade obligations.

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse  movements in exchange rates between  currencies,
the funds may, for hedging purposes only,  enter into forward currency  exchange
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

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

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

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

    Each  fund  will  make  use  of  portfolio  hedging  to  the  extent  deemed
appropriate by the manager.


16  INFORMATION REGARDING THE FUNDS               AMERICAN CENTURY INVESTMENTS


However,  it is anticipated  that a fund will enter into  portfolio  hedges much
less frequently than transaction hedges.

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

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

PORTFOLIO TURNOVER

    The  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5-9 of this Prospectus.

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated contribution of the security in question to a fund's objectives. The
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 each fund may be higher than other  mutual funds
with   similar   investment   objectives.   Higher   turnover   would   generate
correspondingly  greater brokerage  commissions,  which is a cost that the funds
pay directly. Portfolio turnover may also affect the character of capital gains,
if any,  realized and distributed by a fund since  short-term  capital gains are
taxable as ordinary income.

REPURCHASE AGREEMENTS

    Each fund may invest in repurchase agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of that fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

    The funds will limit repurchase agreement  transactions to securities issued
by the U.S. government, its agencies and instrumentalities,  and will enter into
such  transactions  with  those  banks and  securities  dealers  who are  deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

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

FUTURES AND OPTIONS

   
    The funds may invest in financial futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between the making of the contract and the end
    


PROSPECTUS                      INFORMATION REGARDING THE FUNDS          17


   
of the contract period of a financial index,  indicator,  or security underlying
the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager is able to expose to the  market  cash that is held by the funds to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager believes that the use of futures and options thereon allows the funds to
be fully invested while maintaining the needed liquidity.

    The funds will not  purchase  leveraged  futures.  When a fund enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.
    

DERIVATIVE SECURITIES

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

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

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

    No fund may invest in a derivative  security  unless the reference  index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose  underlying value is linked to the price of oil would
not be a  permissible  investment  since the funds may not invest in oil and gas
leases or futures.

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

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

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

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

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

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


18      INFORMATION REGARDING THE FUNDS        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.
       

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The funds may, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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 a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

   
INVESTMENTS IN COMPANIES
WITH LIMITED OPERATING HISTORY

    The funds may invest in the  securities  of issuers with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

    Select,  Growth and Ultra will not invest more than 5% of their total assets
in the  securities  of issuers  with less than a three-year  operating  history.
Vista and  Heritage  will not invest more than 10% of their total  assets in the
securities of issuers with less than a
    

PROSPECTUS                                 INFORMATION REGARDING THE FUNDS  19


   
three-year  operating  history.  The manager  will  consider  periods of capital
formation,   incubation,   consolidation,   and  research  and   development  in
determining  whether  a  particular  issuer  has a  record  of  three  years  of
continuous operation.
    

SHORT SALES

   
    A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short. Such  transactions  allow the fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.
    

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

PERFORMANCE ADVERTISING

    From  time  to  time,  the  funds  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  Institutional  Class and for
the other classes offered by the funds.

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

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

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

    The funds may also include in advertisements data comparing performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance  including  the  Standard & Poor's (S&P) 500 Index and the Dow Jones
Industrial Average.  Fund performance may also be compared, 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 funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.


20      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS



                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 AMERICAN CENTURY INVESTMENTS

    The funds  offered by this  Prospectus  are 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
1-800-345-3533  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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

    The following  section  explains how to invest with American  Century funds,
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  a  bank,
broker-dealer or other financial  intermediary,  the following sections, as well
as the information  contained in our Investor  Services Guide,  may not apply to
you.  Please  read  "Minimum  Investment,"  page  22 and  "Customers  of  Banks,
Broker-Dealers and Other Financial Intermediaries," page 26.
    

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.

    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.

(*)  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  Traditional  IRA, Roth IRA,  Education  IRA,  SEP-IRA
         SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.
    

BY EXCHANGE

   
    Call 1-800-345-3533 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 page
22 for more information on exchanges.
    

PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       21


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 a previous statement or confirmation.  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 Institutional  Service  Representative or use our
Automated Information Line.

BY WIRE

   
    You may make  subsequent  investments  by  wire.  Follow  the wire  transfer
instructions on page 21 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 Institutional Service Representatives.

MINIMUM INVESTMENT

    The  minimum  investment  is $5  million  ($3  million  for  endowments  and
foundations).  If you  invest  with us  through a bank,  broker-dealer  or other
financial  intermediary,  the  minimum  investment  requirement  may  be  met by
aggregating the  investments of various clients of your financial  intermediary.
The  minimum  investment  requirement  may be  waived  if you or your  financial
intermediary,  if applicable, has an aggregate investment in our family of funds
of $10 million or more ($5  million for  endowments  and  foundations).  If your
balance or the balance of your  financial  intermediary,  if  applicable,  falls
below the minimum  investment  requirements due to redemptions or exchanges,  we
reserve the right to convert  your shares to Investor  Class  shares of the same
fund.  The  Investor  Class shares have a unified  management  fee that is 0.20%
higher than the Institutional Class shares.

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  Trust, and at the close of the Exchange for
all of our other funds. See "When Share Price is Determined," page 27.

    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


22 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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.

   
    If, in any 90-day period,  the total of your exchanges and your  redemptions
from any one account  exceeds the lesser of $250,000 or 1% of the fund's assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions.  See "Special  Requirements for Large Redemptions,"
on this page.
    

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 can make  exchanges  over the  telephone  if you have  authorized  us to
accept  telephone  instructions.  You  can  authorize  this by  selecting  "Full
Services" on your  application  or by calling one of our  Institutional  Service
Representatives at 1-800-345-3533 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 complete  redemption request
is received. For large redemptions,  please read "Special Requirements for Large
Redemptions," this page.

    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 24.

BY TELEPHONE

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

BY CHECK-A-MONTH

    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

    You may elect to make  redemptions  automatically  by authorizing us to send
funds to you or to your account at a bank or other financial institution. To set
up automatic redemptions, call one of our Institutional Service 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
infor- mation, 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.
Once the funds are transmitted,  the time of receipt and the funds' availability
are not under our control.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

    We have  elected to be governed by Rule 18f-1 under the  Investment  Company
Act,  which  obligates  each  fund  make  certain   redemptions  in  cash.  This
requirement  to  pay  redemptions  in  cash  applies  to  situations  where  one
shareholder redeems, during any


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS    23


90-day  period,  up to the lesser of  $250,000  or 1% of the assets of the fund.
Although  redemptions in excess of this limitation will also normally be paid in
cash,  we  reserve  the  right  under  unusual   circumstances  to  honor  these
redemptions  by  making  payment  in  whole  or in  part in  readily  marketable
securities (a "redemption-in-kind").

    If payment is made in  securities,  the  securities  will be selected by the
fund,  will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

    If your redemption would exceed this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

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

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  would be
required when:

    *    redeeming more than $25,000; or

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

    You can 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:

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  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 person.  These  transactions  are  subject to exchange
limitations  described  in  each  fund's  prospectus,  except  that  orders  and
cancellations received before 2 p.m.


24 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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

    Each 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.

    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.

  (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
individ-


PROSPECTUS           HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS         25


ual 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 semiannual  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  semiannual  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.


CUSTOMERS OF BANKS, BROKER-DEALERS AND OTHER
FINANCIAL INTERMEDIARIES

    Information   contained  in  our  Investor   Services   Guide   pertains  to
shareholders  who invest  directly with American  Century  rather than through a
bank, broker-dealer or other financial intermediary.

    If you  own or are  considering  purchasing  fund  shares  through  a  bank,
broker-dealer,  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 financial intermediary.


26 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 a 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 at 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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares received by us or our agents or designees before the time as of which the
net asset value of the fund is  determined,  are  effective on, and will receive
the price  determined,  that day.  Investment,  redemption and exchange requests
received  thereafter 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  the day they are  deposited  in our bank
account if they are deposited before the time as of which the net asset value is
determined.

    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,  will
receive that day's price.  Investments and instructions received after that time
will receive the price determined on the next business day.

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

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times. Based on these representations,  the funds have authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the funds' net asset  value next  determined
after acceptance on the funds' behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

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

    The portfolio  securities of each fund, except as otherwise noted, listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  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


PROSPECTUS           ADDITIONAL INFORMATION YOU SHOULD KNOW             27


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 exchanged to dollars at the  prevailing  foreign
exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
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 a fund's net asset  value is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination  of the prices of many of the  portfolio  securities  used in such
calculation  and the value of a fund's  portfolio  may be  affected on days when
shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net asset  values of the  Investor  Class of the funds are  published in
leading newspapers daily. The net asset value of the Institutional Class of each
fund may be obtained by calling us.

DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains,  if any, are declared and paid once a year, but the funds may
make  distributions  on a more  frequent  basis to comply with the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment Company Act. Distributions from investment
income and from net profits realized on the sale of securities,  if any, will be
declared annually on or before December 31.

    THE OBJECTIVE OF THESE FUNDS IS CAPITAL  APPRECIATION AND NOT THE PRODUCTION
OF DISTRIBUTIONS. YOU SHOULD MEASURE THE SUCCESS OF YOUR INVESTMENT BY THE VALUE
OF YOUR INVESTMENT AT ANY GIVEN TIME AND NOT BY THE DISTRIBUTIONS YOU RECEIVE.

   
    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 certain  IRAs 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.
    

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

    If fund  shares  are  purchased  through  tax-deferred  accounts,  such as a
qualified    employer-sponsored    retirement   or   savings   plan   (excluding
participant-directed  employer-sponsored  retirement plans, which are ineligible
to invest in Institutional Class shares), income and capital gains distributions
paid by the funds will generally not be subject to current taxation,


28 ADDITIONAL INFORMATION YOU SHOULD KNOW           AMERICAN CENTURY INVESTMENTS


but will accumulate in your account on a tax-deferred basis.

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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  greater  than 12 months but no more than 18 months (28% rate gain)  and/or
assets held  greater  than 18 months  (20% rate gain) are  taxable as  long-term
gains  regardless of the length of time you have held the shares.  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 (28% or 20% rate gain) you with
respect to such shares.
    

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

   
    If more  than 50% of the value of a fund's  total  assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such  fiscal  year so that fund  shareholders  may be able to claim a
foreign tax credit in lieu of a deduction  for foreign  income taxes paid by the
fund.  If such an election is made,  the foreign  taxes paid by the fund will be
treated as income  received by you. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.

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

    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 (28% and/or 20% rate gain).
    

    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 a 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, we or your financial inter-


PROSPECTUS                 ADDITIONAL INFORMATION YOU SHOULD KNOW      29


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

   
    Redemption of shares of a 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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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 funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  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  portfolios of the funds
and directs the purchase and sale of their  investment  securities.  It utilizes
teams of portfolio  managers,  assistant  portfolio managers and analysts acting
together to manage the assets of the funds.  The teams meet  regularly to review
portfolio  holdings and to discuss purchase and sale activity.  The teams adjust
holdings in the funds'  portfolios  as they deem  appropriate  in pursuit of the
funds' investment  objectives.  Individual portfolio manager members of the team
may also  adjust  portfolio  holdings  of the funds as  necessary  between  team
meetings.

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

   
    JAMES E. STOWERS III, Chief Executive Officer and Portfolio Manager,  joined
American Century in 1981. He is a member of the team that manages Ultra.

    ARNOLD K. DOUVILLE,  Vice President and Portfolio  Manager,  joined American
Century in November 1997. Prior to joining American Century, Mr. Douville served
as Senior Portfolio Manager for Munder Capital Management. He is a member of the
team that manages Vista.
    

    GLENN A. FOGLE,  Vice  President  and  Portfolio  Manager,  joined  American
Century in September  1990 as an  Investment  Analyst,  a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista.

   
    C. KIM GOODWIN,  Vice  President  and  Portfolio  Manager,  joined  American
Century in October 1997. Prior to joining American  Century,  Ms. Goodwin served
as Senior Vice President and Portfolio  Manager at Putnam  Investments  from May
1996 to September  1997 and Vice  President and Portfolio  Manager at Prudential
Investments  from February 1993 to April 1996.  Prior to that,  she served as an
Assistant Vice President and Portfolio Manager at Mellon Bank  Corporation.  She
is a member of the team that manages Growth.
    

    JEAN C.  LEDFORD,  Vice  President and Portfolio  Manager,  joined  American
Century in January 1997. Prior to joining American Century, Ms. Ledford


30  ADDITIONAL INFORMATION YOU SHOULD KNOW          AMERICAN CENTURY INVESTMENTS


worked for the State of Wisconsin  Investment  Board as an  Investment  Director
from 1994 to 1996 and as an  Assistance  Investment  Director from 1983 to 1994.
Ms. Ledford is a member of the team that manages Select.

    NANCY B. PRIAL,  Vice  President  and  Portfolio  Manager,  joined  American
Century in February 1994 as a Portfolio Manager.  For more than four years prior
to joining  American  Century,  Ms.  Prial served as Senior Vice  President  and
Portfolio Manager at Frontier Capital Management Company, Boston, Massachusetts.
She is a member of the team that manages Heritage.

   
    JOHN R. SYKORA, Portfolio Manager, joined American Century in May 1994 as an
Investment  Analyst,  a position he held until August 1997.  At that time he was
promoted to Portfolio  Manager.  Prior to joining American  Century,  My. Sykora
served as a Financial  Analyst for Business Men's Assurance  Company of America,
Kansas City, Missouri,  from August 1993 to April 1994. Prior to that Mr. Sykora
attended Michigan State University where he obtained his MBA degree.  Mr. Sykora
is a member of the team that manages Ultra.
    

    BRUCE A. WIMBERLY,  Portfolio Manager,  joined American Century in September
1994 as an Investment  Analyst, a position he held until July 1996. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Wimberly attended Kellogg Graduate School of Management, Northwestern University
from August 1992 to August 1994, where he obtained his MBA degree.  Mr. Wimberly
is a member of the team that manages Ultra.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  pays all the  expenses  of the funds  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  Institutional  Class of the funds,  the
manager receives an annual fee of 0.80% of the average net assets of each of the
funds.

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

CODE OF ETHICS

    The funds and the  manager  have  adopted  a Code of Ethics  that  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 funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

    American  Century  Services  Corporation,  4500 Main  Street,  Kansas  City,
Missouri 64111, acts as transfer agent and dividend-paying  agent for the funds.
It provides  facilities,  equipment and personnel to the funds,  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  funds 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.

    Although  there is no sales  charge  levied by the  funds,  transactions  in
shares of the funds 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 funds or the
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


PROSPECTUS         ADDITIONAL INFORMATION YOU SHOULD KNOW                 31


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.

    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.

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc. (FDI) serves as the  Co-Administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The funds' shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions in the funds offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
funds are paid by the manager.
    

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American Century Mutual Funds,  Inc., the issuer of the funds, 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 funds 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  four  classes of each of the funds:  an  Investor
Class,  an  Institutional  Class,  a Service Class,  and the Advisor Class.  The
shares  offered by this  Prospectus are  Institutional  Class shares and have no
up-front charges, commissions, or 12b-1 fees.
    

    The Investor  Class is primarily  made  available to retail  investors.  The
Service Class and Advisor Class are primarily offered to institutional investors
or  through  institutional  distribution  channels,  such as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  The other  classes have  different  fees,  expenses,
and/or  minimum  investment  requirements  than  the  Institutional  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.  For information concerning
the Service or Advisor  classes of shares not offered by this  Prospectus,  call
one of our Institutional Service  Representatives at 1-800-345-3533 or contact a
sales  representative  or financial  intermediary  who offers  those  classes of
shares.

    Except as described  below,  all classes of shares of a 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


32  ADDITIONAL INFORMATION YOU SHOULD KNOW           AMERICAN CENTURY INVESTMENT


identifying designation or name, (c) each class has exclusive voting rights with
respect  to  matters  solely  affecting  such  class,  (d) each  class  may have
different exchange  privileges,  and (e) the Institutional Class may provide for
automatic  conversion  from that class into shares of the Investor  Class of the
same fund.

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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 funds 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 funds' by laws, the holders of shares  representing at
least 10% of the votes  entitled to be cast may request a 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         33



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

www.americancentury.com



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


9802           [recycled logo]
SH-BKT-11418      Recycled
<PAGE>
                                   PROSPECTUS

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

   
                                 MARCH 1, 1998
    

                                   TWENTIETH
                                    CENTURY
                                     GROUP

                               Giftrust(reg.tm)

   
INVESTOR CLASS
    


                         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
- --------------------------------------------------------------------------------
      BENHAM GROUP              AMERICAN CENTURY       TWENTIETH CENTURY 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
- --------------------------------------------------------------------------------
                                                                 Giftrust


   
                                  PROSPECTUS
                                 MARCH 1, 1998

                                   Giftrust
                                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
Twentieth Century Group that invests primarily in equity securities is described
in  this  Prospectus.  Its  investment  objective  is  listed  on page 2 of this
Prospectus. The other funds are described in separate prospectuses.

    Giftrust  is a  unique  way to give a gift to a child,  grandchild  or other
individual.  You may not  invest  in the  fund.  Rather,  your  gift,  which  is
irrevocable,  will be invested in the fund by the Giftrust Trustee in accordance
with a trust established under a "Giftrust  Agreement." The minimum initial gift
requirement for Giftrust is $500.

   
    This Prospectus  gives you  information  about Giftrust that you should know
before making an investment decision.  Please read this Prospectus carefully and
retain it for  future  reference.  Additional  information  is  included  in the
Statement  of  Additional  Information  dated March 1, 1998,  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 - TWENTIETH CENTURY GIFTRUST

    Giftrust  seeks  capital  growth.  It pursues its  investment  objective  by
investing  primarily in common stocks that are  considered by management to have
better-than-average prospects for appreciation.

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

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


2   INVESTMENT OBJECTIVE                           AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4
Financial Highlights ......................................................    5

   
INFORMATION REGARDING THE FUNDS
A Unique Gift .............................................................    6
Investment Policies of the Fund ...........................................    6
   Investment Approach ....................................................    6
Other Investment Practices, Their Characteristics
   and Risks ..............................................................    7
   Foreign Securities .....................................................    7
   Forward Currency Exchange Contracts ....................................    7
   Portfolio Turnover .....................................................    8
   Repurchase Agreements ..................................................    8
   Futures and Options ....................................................    8
   Derivative Securities ..................................................    9
   When-Issued Securities .................................................    9
   Rule 144A Securities ...................................................   10
   Investment in Companies with Limited
      Operating History ...................................................   10
   Short Sales ............................................................   10
Performance Advertising ...................................................   10
    

HOW TO ESTABLISH A GIFTRUST ACCOUNT

American Century Investments ..............................................   12
Purchase of Fund Shares ...................................................   12
      By Mail .............................................................   12
      By Telephone ........................................................   12
      By Wire .............................................................   12
      Automatic Investments ...............................................   12
      Additional Information About Gifts ..................................   13
Special Shareholder Services ..............................................   13
      Online Account Access ...............................................   13
Exchange of Fund Shares ...................................................   13
How to Redeem Shares ......................................................   13
      By Mail .............................................................   14
      By Telephone ........................................................   14
      By Check-A-Month ....................................................   14
   Signature Guarantee ....................................................   14
Redemption Proceeds .......................................................   14
      By Check ............................................................   14
      By Wire and ACH .....................................................   14
   Additional Information About Redemptions ...............................   14
Telephone Services ........................................................   14
   Investors Line .........................................................   14
   Automated Information Line .............................................   15
How to Change the Address of Record .......................................   15
Reports to Shareholders ...................................................   15
      Form 1099-DIV .......................................................   15
      Form 1099-B .........................................................   15

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   16
   When Share Price Is Determined .........................................   16
   How Share Price Is Determined ..........................................   16
   Where to Find Information About Share Price ............................   17
Distributions .............................................................   17
Taxes .....................................................................   17
Management ................................................................   19
   Investment Management ..................................................   19
   Code of Ethics .........................................................   19
   Transfer and Administrative Services ...................................   19
   Distribution of Fund Shares ............................................   20
Further Information About American Century ................................   20


PROSPECTUS                                              TABLE OF CONTENTS   3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                       Giftrust

SHAREHOLDER TRANSACTION EXPENSES(1):

Maximum Sales Load Imposed on Purchases ...............................  none
Maximum Sales Load Imposed on Reinvested Dividends ....................  none
Deferred Sales Load ...................................................  none
Redemption Fee(2) .....................................................  none
Exchange Fee ..........................................................  none

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

Management Fees ....................................................... 1.00%
12b-1 Fees ............................................................  none
Other Expenses(3) ..................................................... 0.00%
Total Fund Operating Expenses ......................................... 1.00%

EXAMPLE
A $1,000 investment in Giftrust would bear the expenses 1 year $ 10 set forth to
the right,  assuming a 5% annual  return and 3 years 32 redemption at the end of
each time period. It should be 5 years 55 noted that, in most instances,  a gift
made in the fund 10 years 122 must be made in trust  for a  minimum  term of ten
years:

 (1)A $100  administrative  fee will be charged  against each  Giftrust  account
    established  after  March 31,  1996 to help  cover the costs  incurred  as a
    result of the Giftrust reaching  maturity.  See "Investment  Policies of the
    Fund," page 6.

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

(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, were less than 0.01 of 1% of average net assets for
    the most recent  fiscal year.  Also, a $10 fee will be charged  against each
    Giftrust  account for which an annual tax return is filed. See "Taxes," page
    17.

    The purpose of the table is to help you  understand  the  various  costs and
expenses that an investment  in the fund will bear directly or  indirectly.  The
example set forth above assumes  reinvestment of all dividends and distributions
and uses a 5% annual  rate of return as  required  by  Securities  and  Exchange
Commission regulations.

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


4   TRANSACTION AND OPERATING EXPENSE TABLE         AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                   GIFTRUST
   
  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                         1997      1996      1995     1994     1993     1992     1991     1990     1989     1988

PER-SHARE DATA

<S>                                    <C>       <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>  
Net Asset Value, Beginning of Year     $25.79    $25.63    $20.50    $19.23   $13.57   $12.94    $7.25    $9.94    $6.84    $6.67
                                       ------    ------    ------    ------   ------   ------    -----    -----    -----    -----
Income From Investment Operations

  Net Investment Loss                   (0.18)(1) (0.20)(1) (0.16)(1) (0.10)   (0.09)   (0.08)   (0.06)   (0.05)   (0.04)   (0.01)

  Net Realized and Unrealized Gain
  (Loss) on Investment Transactions      0.63      2.46      6.37      3.28     7.18     1.41     5.77   (1.72)     3.35     1.04
                                       ------    ------    ------    ------   ------   ------    -----    -----    -----    -----
  Total From Investment Operations       0.45      2.26      6.21      3.18     7.09     1.33     5.71   (1.77)     3.31     1.03
                                       ------    ------    ------    ------   ------   ------    -----    -----    -----    -----
Distributions

  From Net Realized Gains on
  Investment Transactions               (0.78)    (2.10)    (1.08)    (1.91)  (1.42)   (0.70)   (0.02)   (0.92)   (0.21)   (0.86)

  In Excess of Net Realized Gains          --        --        --        --   (0.01)       --       --       --       --       --
                                       ------    ------    ------    ------   ------   ------    -----    -----    -----    -----
  Total Distributions                  (0.78)    (2.10)    (1.08)    (1.91)   (1.43)   (0.70)   (0.02)   (0.92)   (0.21)   (0.86)
                                       ------    ------    ------    ------   ------   ------    -----    -----    -----    -----
Net Asset Value, End of Year           $25.46    $25.79    $25.63   $20.50   $19.23   $13.57   $12.94    $7.25    $9.94    $6.84
                                       ======    ======    ======   ======   ======   ======   ======    =====    =====    =====

  Total Return(2)                       1.95%     9.72%    32.52%    18.75%   55.84%   10.32%   79.04%  (19.77)%  49.81%   16.28%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses
  to Average Net Assets                 1.00%     0.98%     0.98%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%

  Ratio of Net Investment Loss to
  Average Net Assets                  (0.74)%    (0.8)%    (0.7)%   (0.7)%   (0.7)%   (0.7)%   (0.6)%   (0.6)%   (0.5)%   (0.1)%

  Portfolio Turnover Rate                118%      121%      105%     115%     143%     134%     143%     137%     160%     157%

  Average Commission Paid per
  Share of Equity Security Traded     $0.0278   $0.0230   $0.0260    --(3)    --(3)    --(3)    --(3)    --(3)    --(3)    --(3)

  Net Assets, End
  of Year (in millions)                $1,024      $866      $561     $266     $154      $78      $55      $25      $23      $13
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.
    

PROSPECTUS                                             FINANCIAL HIGHLIGHTS   5


                        INFORMATION REGARDING THE FUND

A UNIQUE GIFT

    A Giftrust is a unique way to give a gift to a child or any individual.  You
cannot  establish or make investments in a Giftrust for yourself or your spouse,
nor  can a  Giftrust  be  established  that  designates  anyone  other  than  an
individual  (such as a  corporation,  partnership  or other  profit or nonprofit
organization) as a beneficiary. The minimum initial gift in Giftrust is $500.

    The shares in a Giftrust are held in trust by an  independent  trustee until
the maturity  date you specify.  The duration of the trust may be as long as you
wish, but must be at least 10 years from the time you make the first gift in the
Giftrust or until the recipient reaches the age of majority, whichever is later.
The  recipient  will then  receive the shares in the  account.  The  Giftrust is
irrevocable.  Before  the  maturity  date  you  specify,  neither  you  nor  the
beneficiary may amend the terms of the trust in any way.

    After the maturity of the Giftrust,  the beneficiary may continue to own the
Giftrust shares but,  except for  reinvestment  of  distributions,  may not make
additional Giftrust investments.

    Each Giftrust  account for which a tax return is filed will be charged a $10
fee to help off-set a portion of the cost of preparing such return. See "Taxes,"
page 17.  Additionally,  each maturing Giftrust account  established after March
31,  1996 will be  charged  a $100  administrative  fee to help  cover the costs
incurred by the Trustee as a result of the Giftrust reaching maturity.

    The tax laws  applicable to trusts in general are quite complex.  You should
consider  consulting  your tax  advisor or  attorney  before  opening a Giftrust
account. For information on Giftrust and taxes, see "Taxes," page 17.

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.

INVESTMENT APPROACH

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

    The size of companies  in which a fund invests  tends to give a fund its own
characteristics  of volatility and risk.  These  differences  come about because
developments  such as new or  improved  products  or  methods,  which  would  be
relatively  insignificant to a large company,  may have a substantial  impact on
the earnings and revenues of a small  company and create a greater  demand and a
higher value for its shares.  However, a new product failure which could readily
be  absorbed by a large  company  can cause a rapid  decline in the value of the
shares of a smaller  company.  Hence, it could be expected that Giftrust will be
relatively  more  volatile than most of our other growth funds since it tends to
invest in smaller companies.


6   INFORMATION REGARDING THE FUND                  AMERICAN CENTURY INVESTMENTS


OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

FOREIGN SECURITIES

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

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

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse  movements in exchange rates between  currencies,
the fund may, for hedging purposes only,  enter into forward  currency  exchange
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

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

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

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

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

    If the fund enters into a forward currency exchange contract, the fund, when
required,  will  instruct  its  custodian  bank  to  segregate  cash  or  liquid
high-grade securities in a separate account in an amount sufficient to cover its
obligation under the contract.  Those assets will be valued at market daily, and
if  the  value  of  the  segregated  securities  declines,  additional  cash  or
securities  will be added so that the value of the  account is not less than the
amount of the


PROSPECTUS                                    INFORMATION REGARDING THE FUND   7


fund's commitment. At any given time, no more than 10% of the fund's assets will
be  committed to a  segregated  account in  connection  with  portfolio  hedging
transactions.

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

PORTFOLIO TURNOVER

    The  portfolio  turnover  rate  of  the  fund  is  shown  in  the  financial
information on page 5 of this Prospectus.

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution of the security in question to the fund's  objectives.
The 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 a fund since short-term capital gains
are taxable as ordinary income.

REPURCHASE AGREEMENTS

    The fund may invest in repurchase  agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of the fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

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

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

   
FUTURES AND OPTIONS

    The fund may invest in financial  futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator, or security underlying the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager  is able to expose to the  market  cash that is held by the fund to meet
anticipated


8   INFORMATION REGARDING THE FUND                  AMERICAN CENTURY INVESTMENTS


redemptions or for future  investment  opportunities.  Because futures contracts
generally  settle more quickly  than their  underlying  securities,  the manager
believes that the use of futures and options thereon allows the fund to be fully
invested while maintaining the needed liquidity.
    

    The fund will not  purchase  leveraged  futures.  When a fund  enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.

DERIVATIVE SECURITIES

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

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

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

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

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

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

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

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

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

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

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

WHEN-ISSUED SECURITIES

    The fund may  sometimes  purchase new issues of  securities on a when-issued
basis  without limit when, in the opinion of the manager,  such  purchases  will
further  the  investment  objectives  of the  fund.  The  price  of  when-issued
securities is established at the time  commitment to purchase is made.  Delivery
of and  payment  for these  securities  typically  occur 15 to 45 days after the
commitment to purchase. Market


PROSPECTUS                                    INFORMATION REGARDING THE FUND   9


rates of interest on debt  securities  at the time of delivery  may be higher or
lower than those contracted for on the when-issued  security.  Accordingly,  the
value of such  security may decline  prior to delivery,  which could result in a
loss to the  fund.  A  separate  account  for  the  fund  consisting  of cash or
high-quality  liquid  debt  securities  in an  amount  at  least  equal  to  the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

    The fund may,  from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the fund's
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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).

   
INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    Giftrust will not invest more than 10% of its total assets in the securities
of issuers  with less than a  three-year  operating  history.  The manager  will
consider periods of capital formation,  incubation,  consolidation, and research
and development in determining whether a particular issuer has a record of three
years of continuous operation.
    

SHORT SALES

   
    The fund may engage in short  sales if, at the time of the short  sale,  the
fund owns or has the right to acquire  securities  equivalent in kind and amount
to the securities being sold short.  Such  transactions  allow the fund to hedge
against price fluctuations by locking in a sale price for securities it does not
wish to sell immediately.
    

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

PERFORMANCE ADVERTISING

    From time to time, the fund may advertise performance data. Fund performance
may be shown by presenting one or more performance measurements,


10   INFORMATION REGARDING THE FUND                AMERICAN CENTURY INVESTMENTS


including cumulative total return or average annual total return.

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

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

    All performance  information  advertised by the fund is historical in nature
and is not intended to represent or guarantee future results.


PROSPECTUS                                  INFORMATION REGARDING THE FUND   11


                      HOW TO ESTABLISH A GIFTRUST ACCOUNT

AMERICAN CENTURY INVESTMENTS

    Giftrust  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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

PURCHASE OF FUND SHARES

   
    The minimum initial gift to a Giftrust account is $500.  Subsequent gifts to
purchase  additional  shares made by check  without  using the  investment  slip
portion of a  confirmation  from a previous gift must be in an amount of $250 or
more. All other subsequent gifts must be in an amount of $50 or more.
    

    Once a Giftrust has matured, no future investments (other than reinvestments
of distributions) may be made.

    You may make gifts in the following ways:

BY MAIL

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

   
    ADDITIONAL  GIFTS. When making additional gifts by mail, please enclose your
check with the  investment  slip portion of the  confirmation  of your  previous
gift, if available.  If the investment  slip is not available,  indicate on your
check or a separate piece of paper your name, address and the beneficiary's name
and account number.
    

BY TELEPHONE

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

BY WIRE

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

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

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

o BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
  2804918

o 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.

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

o 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.
       

AUTOMATIC INVESTMENTS

   
    Once a  Giftrust  account  is  open,  you may make  additional  gifts to the
Giftrust  account  automatically  by authorizing us to draw on your bank account
regularly.
    

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


12   HOW TO ESTABLISH A GIFTRUST ACCOUNT           AMERICAN CENTURY INVESTMENTS


ADDITIONAL INFORMATION ABOUT GIFTS

    WE CANNOT  ACCEPT GIFTS TO A GIFTRUST  ACCOUNT  SPECIFYING A CERTAIN  PRICE,
DATE OR NUMBER OF SHARES AND WILL RETURN THESE REQUESTS.

    Once you have mailed or otherwise  transmitted  your gift instruction to us,
it may not be modified or cancelled.

    The fund  reserves  the right to suspend the offering of shares for a period
of  time,  and  the  fund  reserves  the  right  to  reject  any  specific  gift
instruction.  Additionally, gift instructions and requests may be refused if, in
the opinion of the manager, they are of a size that would disrupt the management
of the fund.

SPECIAL SHAREHOLDER SERVICES

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

    * Investments by phone; or

    * Automatic investments.

    Once a Giftrust matures, the beneficiary may authorize:

    * Exchanges or redemptions by phone; or

    * Redemptions in writing without a signature guarantee.

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

ONLINE ACCOUNT ACCESS

    You  may   contact   us  24   hours   a  day,   seven   days  a   week,   at
www.americancentury.com  to access daily share prices,  receive updates on major
market indexes and view historical performance. If you select "Full Services" on
your application, the grantor and beneficiary can use a personal access code and
account number to view account balances and account activity.

EXCHANGE OF FUND SHARES

   
    No exchanges out of a Giftrust  account may be made prior to the maturity of
the Giftrust account.

    As long as any minimum investment requirements are met, the beneficiary of a
matured  Giftrust  may  exchange his or her 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 the funds issued by the American Century Target  Maturities  Trust,
and at the close of the  Exchange  for all of our other  funds.  See "When Share
Price is Determined," page 16.

    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.
    

    Exchanges  may be requested by telephone or online  access (if such services
have  been  authorized)  or by mail.  Once an  exchange  request  is  mailed  or
otherwise  transmitted  to us,  it is  irrevocable  and may not be  modified  or
cancelled.

HOW TO REDEEM SHARES

   
    The fund will buy back ("redeem")  shares of a matured Giftrust at any time.
Redemptions will be made at the next net asset value determined after receipt of
a  redemption  request from the  beneficiary  in good order.  Proceeds  from the
redemption of shares will normally be transmitted on the first business day, but
not later than the seventh day,  following the date of redemption.  Prior to the
maturity  of a  Giftrust,  redemptions  are  allowed  only by the Trustee of the
Giftrust, who is authorized by the Giftrust
    


PROSPECTUS                              HOW TO ESTABLISH A GIFTRUST ACCOUNT   13


    Agreement to make  redemptions  for the purpose of paying  applicable  fees,
expenses and taxes of the Giftrust account.

BY MAIL

   
    The written  instructions of a matured Giftrust beneficiary to redeem shares
may be made either by a redemption  form, which we will send to you upon request
or by a letter to us.
    

    Certain  redemptions  may  require a  signature  guarantee.  See  "Signature
Guarantee," on this page.

BY TELEPHONE

   
    The beneficiary of a matured Giftrust may redeem shares by telephone if that
service has been authorized by the beneficiary.
    

BY CHECK-A-MONTH

   
    If a  Giftrust  beneficiary  has at least a  $10,000  balance  in his or her
matured  Giftrust  account,  he or she may  redeem  shares by  Check-A-Month.  A
Check-A-Month plan automatically redeems enough shares each month to provide the
beneficiary  with a check for an amount he or she chooses  (minimum $50). To set
up a Check-A-Month plan or to request a brochure, the beneficiary should call an
Investor Services Representative.
    

SIGNATURE GUARANTEE

   
    To protect  accounts  from  fraud,  some  transactions  require a  signature
guarantee.  When a  signature  guarantee  is  required,  the  signature  must be
guaranteed by a domestic  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 or call an Investor Services Representative.  See "Telephone Services," on
this page.

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

REDEMPTION PROCEEDS

   
    Redemption  proceeds may be sent to the beneficiary of a matured Giftrust 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,  the  beneficiary of a mature Giftrust should refer to our Investor
Services Guide.
    

BY WIRE AND ACH

    The  beneficiary  of  a  matured  Giftrust  may  authorize  us  to  transmit
redemption proceeds by wire or by the automated bank clearinghouse  (ACH). These
services will be effective 15 days after we receive the authorization.

   
    The  destination  bank usually  will 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  proceeds.Once the funds are transmitted,  the
time of receipt and the availability of the funds are not within our control.
    

ADDITIONAL INFORMATION ABOUT REDEMPTIONS

    If the beneficiary of a matured Giftrust experiences  difficulty in making a
telephone  redemption during periods of drastic economic or market changes,  the
redemption  request  may be  made  by  regular  or  express  mail.  It  will  be
implemented  at the net asset value next  determined  after the request has been
received, in good order, by us.

    We  reserve  the right to  revise  or  terminate  the  telephone  redemption
privilege at any time.

   
    REDEMPTIONS  SPECIFYING  A CERTAIN DATE OR PRICE CANNOT BE ACCEPTED AND WILL
BE RETURNED.  ONCE YOU HAVE MAILED OR OTHERWISE TRANSMITTED YOUR INSTRUCTIONS TO
US, THEY MAY NOT BE MODIFIED OR CANCELED.
    

    Until a  Giftrust  matures,  only the  Trustee,  as the  legal  owner of the
shares, may redeem them. The ability of the beneficiary to compel the Trustee to
redeem the shares is subject to the terms of the Giftrust.

TELEPHONE SERVICES

INVESTORS LINE

    The grantor of a Giftrust or the  beneficiary  of the Giftrust,  if of legal
age (or if not of legal age,  the  beneficiary's  parents) may reach an Investor
Services Representative by calling us at 1-800-345-2021 from


14   HOW TO ESTABLISH A GIFTRUST ACCOUNT            AMERICAN CENTURY INVESTMENTS


7 a.m. to 7 p.m. Central time Monday through Friday. You may request information
about our  funds  and a current  prospectus,  speak  with an  Investor  Services
Representative  about his/her account, or get answers to any questions about the
funds and the services we offer.

    UNUSUAL STOCK MARKET  CONDITIONS HAVE IN THE PAST RESULTED IN AN INCREASE IN
THE NUMBER OF SHAREHOLDER  TELEPHONE CALLS.  THOSE WHO EXPERIENCE  DIFFICULTY IN
REACHING  US  DURING  SUCH  PERIODS,   SHOULD   CONSIDER   SENDING   TRANSACTION
INSTRUCTIONS BY MAIL,  EXPRESS MAIL OR COURIER  SERVICE,  OR USING OUR AUTOMATED
INFORMATION LINE, IF THE CALLER HAS REQUESTED AND RECEIVED AN ACCESS CODE AND IS
NOT ATTEMPTING TO REDEEM SHARES.

AUTOMATED INFORMATION LINE

    American  Century's 24-hour Automated  Information Line allows you to access
hourly market quotes,  fund prices and total returns by calling  1-800-345-8765.
The  beneficiary of a matured  Giftrust may also obtain an access code that will
allow  him/her  to  use  the  Automated   Information   Line  to  make  exchange
transactions and obtain  information about share balance,  account value and the
most recent transaction. REDEMPTION TRANSACTIONS CANNOT BE MADE ON THE AUTOMATED
INFORMATION LINE.  Please call us at 1-800-345-2021  for more information on how
to obtain an access code for our Automated Information Line.

HOW TO CHANGE THE ADDRESS OF RECORD

    The grantor of a Giftrust or the  beneficiary  of the Giftrust,  if of legal
age (or if not of legal age, the beneficiary's parents) may notify us of changes
in the  address  of record  for the  Giftrust  account  either by  writing us or
calling our Investors Line. Because the address of record impacts every piece of
information we send to you, you are urged to notify us promptly of any change of
address.

REPORTS TO SHAREHOLDERS

   
    At the end of each calendar  quarter,  we will send to the address of record
for the Giftrust account a statement with the complete year-to-date  information
on activity in the account. The grantor, or the beneficiary, if of legal age (or
if not of legal age, the  beneficiary's  parents) may at any time also request a
statement of account activity to be sent to them.

    With the exception of most automatic transactions,  each time an investment,
redemption  or exchange of shares is made, we will send to the address of record
for the Giftrust account a confirmation of the transaction. Automatic investment
purchases and exchanges made in an automatic  exchange plan will be confirmed on
the next quarterly statement.

    PLEASE CAREFULLY REVIEW ALL THE INFORMATION  RELATING TO TRANSACTIONS IN THE
STATEMENTS  AND  CONFIRMATIONS  TO ENSURE THAT  INSTRUCTIONS  HAVE BEEN 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
THE QUARTERLY  STATEMENT IN THE CASE OF THE AUTOMATIC  TRANSACTIONS NOTED ABOVE)
WE WILL DEEM THE TRANSACTION TO BE RATIFIED.
    

    Each year, we will send to the address of record for the Giftrust account an
annual and semiannual report relating to Giftrust, each of which is incorporated
herein by reference. The annual report includes audited financial statements and
a list of  securities  in the Giftrust  portfolio as of the fiscal year end. The
semiannual  report  includes  unaudited  financial  statements for the first six
months of the fiscal year end, as well as a list of portfolio  securities at the
end of the  period.  We will  also  send an  updated  Prospectus  at least  once
annually to the address of record for the Giftrust accounts. Please review these
materials carefully as they will help you understand your fund.

   
    No later than January 31 of each year, we will send to the address of record
for each matured Giftrust account, when applicable, the following reports, which
may be used in completing U.S. income tax returns:
    

FORM 1099-DIV

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

FORM 1099-B

   
    Proceeds paid on redemptions  during the preceding year are reported on Form
1099-B.
    


PROSPECTUS                             HOW TO ESTABLISH A GIFTRUST ACCOUNT   15


                    ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
    The price of Giftrust  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.

    Gifts and requests to redeem or exchange shares will receive the share price
next determined after receipt by us of the gift, redemption or exchange request.
For example,  gifts and requests to redeem or exchange  shares received by us or
one of our agents or  designees  before the time as of which the net asset value
of the fund is  determined,  are  effective  on,  and  will  receive  the  price
determined,   that  day.  Gifts,   redemption  and  exchange  requests  received
thereafter  are effective on, and receive the price  determined as of, the close
of the Exchange on the next day the Exchange is open.
    

    Investments  are considered  received from the Trustee only when the payment
representing  gifts by a grantor are received by us. Wired funds are  considered
received on the day they are deposited in our bank account if they are deposited
before the time as of which the net asset value of the fund is determined.

    Gifts by  telephone  pursuant to an  authorization  for us to draw on a bank
account are considered received at the time of the telephone call.

    Gifts and  transaction  instructions  received by us on any  business day by
mail  prior  to the  time  as of  which  the  net  asset  value  of the  fund is
determined, will receive that day's price. Gifts and instructions received after
that time will receive the price determined on the next business day.

HOW SHARE PRICE IS DETERMINED

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

    The portfolio  securities of the fund, except as otherwise noted,  listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  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
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.


16   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains,  if any, are declared and paid annually on or before December
31, but the fund may make  distributions on a more frequent basis to comply with
the  distribution  requirements of the Internal Revenue Code, in all events in a
manner consistent with the provisions of the Investment Company Act.

    Distributions  on shares of Giftrust  accounts  will not be paid in cash and
will be reinvested.

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

    Because such gains and dividends  are included in the value of shares,  when
they are  distributed  the  value of  shares  is  reduced  by the  amount of the
distribution. If shares are bought just before the distribution,  the full price
will be paid for the shares,  and then a portion of the  purchase  price will be
distributed as a taxable distribution. See "Taxes," this page.

TAXES

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

   
    Distributions of net investment income and net short-term  capital gains are
taxable as ordinary  income.  The dividends  from net income may qualify for the
70% dividends  received  deduction for  corporations to the extent that the fund
held shares  receiving  the dividend for more than 45 days.  Distributions  from
gains on assets held greater than 12 months but no more than 18 months (28% rate
gain)  and/or  assets held greater than 18 months (20% rate gain) are taxable as
long-term gains regardless of the length of time you have held the shares.
    

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

   
    If more than 50% of the value of the fund's  total assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such  fiscal  year so that fund  shareholders  may be able to claim a
foreign tax credit in lieu of a deduction  for foreign  income taxes paid by the
fund.  If such an election is made,  the foreign  taxes paid by the fund will be
treated as income  received by  shareholders.  In order for the  shareholder  to
utilize the  foreign tax credit,  the mutual fund shares must have been held for
16 days or more  during  the  30-day  period,  beginning  15 days  prior  to the
ex-dividend date for the mutual fund shares. The mutual fund must meet a similar
holding  period  requirement  with  respect  to  foreign  securities  to which a
dividend  is  attributable.  Any  portion of the  foreign  tax  credit  which is
ineligible  as a result of the fund not meeting the holding  period  requirement
will be separately disclosed and may be eligible as an itemized deduction.

    If the fund purchases the securities of certain foreign  investment funds or
trusts called passive foreign investment companies (PFIC),  capital gains on the
sale of such  holdings  will be deemed to be ordinary  income  regardless of how
long the fund holds its investment.
    


PROSPECTUS                           ADDITIONAL INFORMATION YOU SHOULD KNOW   17


   
The fund may also be subject to corporate  income tax and an interest  charge on
certain dividends and capital gains earned from these investments, regardless of
whether  such  income  and  gains  are  distributed  to  shareholders.   In  the
alternative,   the  fund  may  elect  to  recognize  cumulative  gains  on  such
investments  as of  the  last  day of  its  fiscal  year  and  distribute  it to
shareholders. Any distributions attributable to a PFIC is ordinary income.

    Distributions  are  taxable,  even if the value of the shares is below their
cost. If shares are purchased  shortly before a distribution,  income taxes must
be paid on the distribution,  even though the value of the investment (plus cash
received, if any) will not have increased.  In addition,  the share price at the
time shares are purchased may include unrealized gains in the securities held in
the  investment  portfolio  of the  fund.  If  these  portfolio  securities  are
subsequently  sold and the gains are  realized,  they  will,  to the  extent not
offset by capital losses, be paid as a distribution of capital gains and will be
taxable as short-term or long-term capital gains (28% and/or 20% rate gain).
    

    In January  of the year  following  the  distribution,  we will  send,  when
applicable,  a Form 1099-DIV  notifying the beneficiary of a matured Giftrust of
the status of distributions for federal income tax purposes.

    Distributions may also be subject to state and local taxes, even if all or a
substantial  part  of such  distributions  are  derived  from  interest  on U.S.
government  obligations which, if received directly,  would be exempt from state
income tax.  However,  most but not all states allow this tax  exemption to pass
through to fund shareholders when a fund pays distributions to its shareholders.

    If the  beneficiary  of a matured  Giftrust  has not  complied  with certain
provisions  of the  Internal  Revenue Code and  Regulations,  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 the  beneficiary of a matured  Giftrust to certify that the
Social Security number or tax identification number provided is correct and that
he/she is not subject to 31%  withholding  for previous  under-reporting  to the
IRS. The beneficiary of a matured Giftrust will be asked to make the appropriate
certification upon maturity of the Giftrust.

   
    Redemption of Giftrust  shares  (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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months.

    Because it is a gift of a future interest,  an investment in a Giftrust does
not qualify for the annual gift tax exclusion of $10,000  (indexed for inflation
after  1998).  If you give a  Giftrust,  you must file a United  States Gift Tax
Return.  If you make  additional  investments  in subsequent  years,  a Gift Tax
Return must be filed for each  year's  gift.  No gift tax is payable  until your
cumulative lifetime gifts exceed the exemption equivalent of $625,000 (beginning
in 1998 and increasing to $1 million in 2006).  Each gift is applied against the
exemption equivalent that would otherwise be available in the future.

    The income of a Giftrust  account is exempt from federal income tax until it
exceeds  $100.  The Trustee of the Giftrust  files  federal and state income tax
returns  and pays the income tax out of the assets of the trust.  A $10 fee will
be charged against a Giftrust  account in each year that the Trustee files a tax
return on behalf of such account.  The  distribution  to the  beneficiary at the
maturity of a Giftrust  established  before  March 1, 1984 may be subject to the
throwback rules under the Internal  Revenue Code. The throwback rules may create
additional  tax liability  for a beneficiary  who is age 21 or older at the time
the  Giftrust  matures.  More  than one trust  for the same  beneficiary  may be
subject to the provisions of the Internal  Revenue Code with respect to multiple
trusts.  Distributions to beneficiaries of a Giftrust account  established after
March 1, 1984 are not subject to the throwback rules.
    

    The tax laws  applicable to trusts in general are quite complex.  You should
consider  consulting  your tax  advisor or  attorney  before  opening a Giftrust
account.

18   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


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

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

   
    CHRISTOPHER K. BOYD, Vice President and Portfolio  Manager,  joined American
Century in January  1998.  With the  exception  of 1997,  Mr. Boyd has been with
American  Century  since  March 1988 and  served as a  Portfolio  Manager  since
December 1992.  During 1997,  Mr. Boyd was in private  practice as an investment
advisor.
    

    JOHN D. SEITZER,  Portfolio Manager, joined American Century in June 1993 as
an Investment  Analyst,  a position he held until July 1996. At that time he was
promoted to Portfolio  Manager.  Prior to joining American Century,  Mr. Seitzer
attended Indiana University from August 1991 to June 1993, where he obtained his
MBA degree.

    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 fund, the manager receives an annual fee of
1% of the average net assets of the fund.

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

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  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 those funds.

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.

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

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible for (i) providing certain officers of the fund and
    


PROSPECTUS                           ADDITIONAL INFORMATION YOU SHOULD KNOW   19


   
(ii) reviewing and filing  marketing and sales literature on behalf of the fund.
The fees and expenses of FDI are paid by the manager out of its unified fee.

DISTRIBUTION OF FUND SHARES

    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
fund is paid by the manager.
    

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  phone  to  1-800-345-2021  (international
calls: 816-531-5575).

   
    American  Century  Mutual Funds  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.
    

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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 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.


20   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


                                     NOTES


                                                                     NOTES   21


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

   
WWW.AMERICANCENTURY.COM
    

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

9803           [recycled logo]
SH-BKT-11412      Recycled
<PAGE>
                                   PROSPECTUS

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

   
                                 MARCH 1, 1998
    

                                    BENHAM
                                 GROUP(reg.tm)

                                 Cash Reserve

INVESTOR CLASS

                         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
- --------------------------------------------------------------------------------
      BENHAM GROUP              AMERICAN CENTURY       TWENTIETH CENTURY 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
- --------------------------------------------------------------------------------
        Cash Reserve


   
                                  PROSPECTUS
                                 MARCH 1, 1998
    

                                 Cash Reserve
                                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 money market funds
from our Benham Group is described in this Prospectus.  Its investment objective
is  listed  on page 2 of this  Prospectus.  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 March 1, 1998,  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 CASH RESERVE FUND

    Cash  Reserve is a money market fund which seeks to obtain  maximum  current
income  consistent  with  the  preservation  of  principal  and  maintenance  of
liquidity.  The fund  intends to pursue its  investment  objective  by investing
substantially  all of its assets in a portfolio of money market  instruments and
maintaining a weighted average maturity of not more than 90 days.

    INVESTMENTS IN THE FUND ARE NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT
OR ANY  OTHER  AGENCY.  THERE IS NO  ASSURANCE  THAT  THE  FUND  WILL BE ABLE TO
MAINTAIN A $1.00 SHARE PRICE.

  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

Investment Objective of the Fund ............................................  2
Transaction and Operating Expense Table .....................................  4
Financial Highlights ........................................................  5

INFORMATION REGARDING THE FUND

   
Investment Policies of the Fund .............................................  6
   Cash Reserve .............................................................  6
Other Investment Practices, Their
   Characteristics and Risks ................................................  6
   Repurchase Agreements ....................................................  6
   Derivative Securities ....................................................  7
   Foreign Securities .......................................................  7
   When-Issued Securities ...................................................  8
   Rule 144A Securities .....................................................  8
   Investments in Companies with
      Limited Operating History .............................................  8
Performance Advertising .....................................................  8
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ................................................ 10
Investing in American Century ............................................... 10
How to Open an Account ...................................................... 10
      By Mail ............................................................... 10
      By Wire ............................................................... 10
      By Exchange ........................................................... 11
      In Person ............................................................. 11
   Subsequent Investments ................................................... 11
      By Mail ............................................................... 11
      By Telephone .......................................................... 11
      By Online Access ...................................................... 11
      By Wire ............................................................... 11
      In Person ............................................................. 11
   Automatic Investment Plan ................................................ 11
How to Exchange from One Account to Another ................................. 11
      By Mail ............................................................... 12
      By Telephone .......................................................... 12
      By Online Access ...................................................... 12
How to Redeem Shares ........................................................ 12
      By Mail ............................................................... 12
      By Telephone .......................................................... 12
      By Check-A-Month ...................................................... 12
      Other Automatic Redemptions ........................................... 12
   Redemption Proceeds ...................................................... 12
      By Check .............................................................. 12
      By Wire and ACH ....................................................... 12
   Redemption of Shares in Low-Balance Accounts ............................. 12
Signature Guarantee ......................................................... 13
Special Shareholder Services ................................................ 13
      Automated Information Line ............................................ 13
      CheckWriting .......................................................... 13
      Online Account Access ................................................. 13

      Open Order Service .................................................... 14
      Tax-Qualified Retirement Plans ........................................ 14
Important Policies Regarding Your Investments ............................... 14
Reports to Shareholders ..................................................... 15
Employer-Sponsored Retirement Plans and
   Institutional Accounts ................................................... 15

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ................................................................. 16
   When Share Price Is Determined ........................................... 16
   How Share Price Is Determined ............................................ 16
   Where to Find Yield Information .......................................... 16
Distributions ............................................................... 16
Taxes ....................................................................... 17
   Tax-Deferred Accounts .................................................... 17
   Taxable Accounts ......................................................... 17
Management .................................................................. 18
   Investment Management .................................................... 18
   Code of Ethics ........................................................... 19
   Transfer and Administrative Services ..................................... 19
Distribution of Fund Shares ................................................. 19
Further Information About American Century .................................. 20


PROSPECTUS                                                TABLE OF CONTENTS   3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                        Cash
                                                                       Reserve

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ...............................  none
Maximum Sales Load Imposed on Reinvested Dividends ....................  none
Deferred Sales Load ...................................................  none
Redemption Fee(1) .....................................................  none
Exchange Fee ..........................................................  none

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

   
Management Fees(2)(3) ................................................. 0.60%
12b-1 Fees ............................................................  none
Other Expenses(4) ..................................................... 0.00%
Total Fund Operating Expenses(2) ...................................... 0.60%
    

EXAMPLE:

You would pay the following expenses on a                     1 year     $ 6
$1,000 investment, assuming a 5% annual return and           3 years      19
redemption at the end of each time period:                   5 years      33
                                                            10 years      75

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

(2) Effective   February  1,  1998,  the  manager  has  voluntarily   agreed  to
    temporarily  waive  0.10% of the  management  fee for the fund until May 31,
    1998.  On June 1, 1998,  the annual  unified  management  fee and total fund
    operating expenses will revert to 0.60%.

(3) A  portion  of the  management  fee  may be paid by the  funds'  manager  to
    unaffiliated  third  parties who provide  recordkeeping  and  administrative
    services  that would  otherwise be performed by an affiliate of the manager.
    See "Management--Transfer and Administrative Services," page 19.
    

(4) Other expenses, which include the fees and expenses (including legal counsel
    fees) of those directors who are not "interested  persons" as defined in the
    Investment  Company Act, were less than 0.01 of 1% of average net assets for
    the most recent 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 Cash Reserve 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
two other classes of shares,  primarily to  institutional  investors,  that have
different fee  structures  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 fees will result in different  performance  for the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page 20.


4   TRANSACTION AND OPERATING EXPENSE TABLE         AMERICAN CENTURY INVESTMENTS

   
<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                 CASH RESERVE

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.


                                   1997     1996      1995      1994     1993(1)   1992(1)   1991(1)   1990(1)  1989(1)   1988(1)

PER-SHARE DATA

Net Asset Value,
<S>                                <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>  
Beginning of Year ...............  $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00    $1.00     $1.00     $1.00
                                  ------    ------    ------    ------    ------    ------    ------   ------    ------    ------
Income From Investment Operations

   Net Investment Income ........   0.05      0.05      0.05      0.03      0.02      0.04      0.06     0.07      0.08      0.07
                                  ------    ------    ------    ------    ------    ------    ------   ------    ------    ------
Distributions

   From Net Investment Income ... (0.05)    (0.05)    (0.05)    (0.03)    (0.02)    (0.04)    (0.06)   (0.07)    (0.08)    (0.07)
                                  ------    ------    ------    ------    ------    ------    ------   ------    ------    ------
Net Asset Value, End of Year ....  $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00    $1.00     $1.00     $1.00
                                  ======    ======    ======    ======    ======    ======    ======   ======    ======    ======
   Total Return(2) ..............  5.04%     4.99%     5.38%     3.21%     2.30%     3.74%     5.95%    7.67%     8.66%     6.73%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets ..............  0.68%     0.70%     0.70%     0.80%     1.00%   0.98%(3)   0.97%(3)  1.00%     1.00%     1.00%

Ratio of Net Investment
Income to Average
Net Assets ......................  4.93%     4.88%     5.27%     3.18%     2.30%     3.62%     5.75%    7.40%     8.35%     6.52%

Net Assets, End of
Year (in millions) .............. $1,176    $1,347    $1,470    $1,299    $1,256    $1,488    $1,236     $954      $639      $489
</TABLE>

(1) The data  presented  has been  restated  to give effect to a 100 for 1 stock
    split in the form of a stock dividend that occurred on November 13, 1993.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Expenses  are  shown  net of  management  fees  waived  by the  manager  for
    low-balance account fees collected during period.
    

PROSPECTUS                                             FINANCIAL HIGHLIGHTS   5


                        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  respective
investment  objectives.  These  policies  and  practices,  which  are  described
throughout this Prospectus,  are not designated as fundamental  policies and may
be changed without shareholder approval.

    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.

CASH RESERVE

    Cash  Reserve  seeks to obtain a level of  current  income  consistent  with
preservation of capital and  maintenance of liquidity.  Cash Reserve is designed
for investors who want income and no fluctuation in their principal.

    Cash Reserve expects, but cannot guarantee, that it will maintain a constant
share  price of $1.00.  The fund  follows  industry-standard  guidelines  on the
quality and  maturity of its  investments,  purchasing  only  securities  having
remaining  maturities  of not more than 13 months and by  maintaining a weighted
average portfolio maturity of not more than 90 days.

    Cash  Reserve  invests  substantially  all of its  assets  in a  diversified
portfolio of U.S.  dollar  denominated  high quality  money market  instruments,
consisting of:

  (1) Securities issued or guaranteed by the U.S. government and its agencies
      and instrumentalities;

  (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.

    These  classes  of  securities  may be  held  in any  proportion,  and  such
proportion may vary as market conditions change.

   
    All  portfolio  holdings  are limited to those which at the time of purchase
have  received  a  rating  from two  nationally  recognized  securities  ratings
organizations in one of their two highest short-term  categories  (including any
sub-categories or gradations  indicating relative standing),  or if they have no
short-term  rating or are rated by only one  rating  agency,  are of  comparable
quality to such a rated security,  as determined or ratified by the fund's Board
of Directors.
    

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

REPURCHASE AGREEMENTS

    The fund may invest in repurchase  agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of the fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

    Since  the  security  purchased  constitutes  security  for  the  repurchase
obligation,  a repurchase  agreement can be considered a loan  collateralized by
the security purchased.  The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may incur costs in disposing of the collateral, which would


6   INFORMATION REGARDING THE FUND                  AMERICAN CENTURY INVESTMENTS


reduce  the  amount  realized  thereon.  If the seller  seeks  relief  under the
bankruptcy laws, the disposition of the collateral may be delayed or limited. To
the extent the value of the  security  decreases,  the fund could  experience  a
loss.

    The fund will limit repurchase  agreement  transactions to securities issued
by the U.S. government, its agencies and instrumentalities,  and will enter into
such  transactions  with  those  banks and  securities  dealers  who are  deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

    The fund may invest in repurchase agreements with respect to any security in
which the fund is  authorized to invest,  even if the remaining  maturity of the
underlying  security  would make that security  ineligible  for purchase by such
fund.  The fund  will not  invest  more  than 10% of its  assets  in  repurchase
agreements maturing in more than seven days.

DERIVATIVE SECURITIES

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

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

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

    The fund may not invest in a derivative  security unless the reference index
or the instrument to which it relates is an eligible investment for the fund.

    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; and

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

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

FOREIGN SECURITIES

    The fund may invest an unlimited  amount of its assets 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.  The fund will limit its purchase of debt securities
to U.S. dollar denominated  obligations.  Such securities will be primarily from
developed markets.

   
    Investments in foreign securities may present certain risks, including those
resulting  from  future  political  and  economic  developments,  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.
    


PROSPECTUS                                    INFORMATION REGARDING THE FUND   7


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 1 to 14 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 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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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  manager  will  consider
appropriate  remedies to minimize the effect on the fund's  liquidity.  The fund
may not invest more than 10% 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).

   
INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    Cash  Reserve  will not  invest  more  than 5% of its  total  assets  in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.
    

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,  yield and  effective
yield.  Performance data may be quoted separately for the Investor Class and for
the other classes offered by the funds.

    Cumulative  total  return data is computed by  considering  all  elements of
return, including reinvestment of dividends and capital gains distributions,


8   INFORMATION REGARDING THE FUND                  AMERICAN CENTURY INVESTMENTS


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 a fund's  income over a stated period of time
expressed  as a  percentage  of the  fund's  share  price.  In the  case of Cash
Reserve,  yield is calculated by measuring the income generated by an investment
in the fund over a seven-day period (net of fund expenses).  This income is then
"annualized." That is, the amount of income generated by the investment over the
seven-day  period is assumed to be generated  over each similar period each week
throughout  a full  year and is shown as a  percentage  of the  investment.  The
"effective  yield" is calculated in a similar manner but, when  annualized,  the
income earned by the investment is assumed to be reinvested. The effective yield
will be slightly higher than the yield because of the compounding  effect of the
assumed reinvestment.

    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.


PROSPECTUS                                   INFORMATION REGARDING THE FUND   9


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 AMERICAN CENTURY INVESTMENTS

    The Cash Reserve Fund 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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

INVESTING IN AMERICAN CENTURY

    The  following  section  explains how to invest in American  Century  funds,
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 15.

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 IRA accounts).

    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:

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

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

o BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
  2804918

o 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.

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


10 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


o 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   Traditional  IRA,  Roth  IRA,  Education  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," on 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 a previous statement or confirmation.  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 10 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 Cash Reserve fund shares to our other  funds.  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
Trust,  and at the close of the Exchange  for all of our other funds.  See "When
Share Price is Determined," page 16.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS   11


    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 13) 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 13.

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

    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

    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 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


12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


value of the shares  held in the  account up to the  minimum See "How to Open an
Account,"  page 10. 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

    * 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.

CHECKWRITING

    We offer  CheckWriting  as a service  option for your Cash Reserve  account.
CheckWriting  allows  you to redeem  shares in your  account  by writing a draft
("check") against your account balance. (Shares held in certificate form may not
be redeemed by check.)  There is no limit on the number of checks you can write,
but each one must be for at least $100.

    When you write a check, you will continue to receive dividends on all shares
until your check is presented  for payment to our clearing  bank.  If you redeem
all shares in your account by check,  any accrued  distributions on the redeemed
shares will be paid to you in cash on the next monthly distribution date.

    If  you  want  to  add  CheckWriting  to an  existing  account  that  offers
CheckWriting,  contact us by phone or mail for an  appropriate  form.  For a new
account, you may elect CheckWriting on your purchase application by choosing the
Full Services  option.  CheckWriting is not available for any account held in an
IRA or 403(b) plan.

    CheckWriting  redemptions  may  only  be  made  on  checks  provided  by us.
Currently, there is no charge for checks or for the CheckWriting service.

    We  will  return  checks  drawn  on  insufficient  funds  or on  funds  from
investments  made by any means other than by wire  within the  previous 15 days.
Neither  the  company  nor our  clearing  bank  will be  liable  for any loss or
expenses  associated  with returned  checks.  Your account may be assessed a $15
service charge for checks drawn on insufficient funds.

    A stop payment may be ordered on a check written  against your  account.  We
will use reasonable  efforts to stop a payment,  but we cannot guarantee that we
will be able to do so. If we are successful in fulfilling a stop-payment  order,
your account may be assessed a $15 fee.

ONLINE ACCOUNT ACCESS

    You   may   contact   us  24   hours   a  day,   seven   days   a  week   at
www.americancentury.com to access daily share


PROSPECTUS                  HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS   13


prices,  receive updates on major market indexes and view historical performance
of your funds.  If you select "Full Services" on your  application,  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  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 person.  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 con-


14 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


      firm 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 Investors 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.

  (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 and CheckWriting activity,
each time you invest,  redeem,  transfer or exchange shares,  we will send you a
confirmation  of  the  transaction.  CheckWriting  activity  will  be  confirmed
monthly. 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 semiannual  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  semiannual  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
funds, 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   15


                    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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter are effective on, and receive the price determined
as of, the close of the Exchange on, the next day the Exchange is open.
    

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the fund is determined.

    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  of the fund is
determined, will receive that day's price. 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 requests to the fund's transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the fund's  procedures or any contractual  arrangement  with the
fund or the fund's distributor in order for you to receive that day's price.

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

    The securities  held by the fund are valued on the basis of amortized  cost.
This method  involves  initially  valuing a security at its cost and  thereafter
assuming a constant  amortization to maturity of any discount or premium paid at
the time of the purchase,  rather than  determining the security's  market value
from day to day.

WHERE TO FIND YIELD INFORMATION

    The yield of the  Investor  Class of Cash  Reserve  is  published  weekly in
leading  financial  publications  and  daily  in many  local  newspapers.  Yield
information  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 plus net realized gains on portfolio securities is determined and


16   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


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 made 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 16. If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption.  If all  shares  are  redeemed  (other  than by  CheckWriting),  the
distribution  on the  redeemed  shares  will be  included  with your  redemption
proceeds.

    Cash Reserve does not expect to realize any  long-term  capital  gains,  and
accordingly, does not expect to pay any capital gains distributions.

   
    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 certain IRAs 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.  The dividends from net income of the fixed income funds do not
qualify for the 70% dividends-received deduction for corporations since they are
derived from interest  income.  Distributions  from gains on assets held greater
than 12 months but no more than 18 months  (28% rate gain)  and/or  assets  held
greater than 18 months (20% rate gain) are taxable as long-term gains regardless
of the length of time you have held the  shares.  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  gains  (28% or 20% rate  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 (28% and/or 20% rate gain).
    

    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 a fund pays


PROSPECTUS                           ADDITIONAL INFORMATION YOU SHOULD KNOW   17


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 a 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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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 1958.

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

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

   
    DENISE TABACCO, Portfolio Manager, joined American Century in 1988, becoming
a member of its  portfolio  department  in 1991. In 1995 she assumed her current
position as a Portfolio Manager.

    JOHN F. WALSH,  Portfolio Manager,  joined American Century in February 1996
as an Investment Analyst, a position he held until May 1997. At that time he was
promoted to Portfolio  Manager.  Prior to joining  American  Century,  Mr. Walsh
served as an Assistant Vice President and Analyst at First  Interstate Bank, Los
Angeles,  California, from July 1993 to January 1996. Prior to that he served as
an Analyst at The Long-Term Credit Bank of Japan, Los Angeles, California.
    

    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 fund, the manager receives an annual fee of
0.60% of the average net assets of the fund. Effective February 1, 1998, the
    


18   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


   
manager  voluntarily  waived 0.10% of the  management fee for the fund until May
31, 1998.  On June 1, 1998,  the annual  unified  management  fee will revert to
0.60%.
    

    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 those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

    American  Century  Services  Corporation,  4500 Main  Street,  Kansas  City,
Missouri,  64111,  acts as transfer 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.

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

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or any other  broker-dealers  or financial  intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor. All purchase
    


PROSPECTUS                           ADDITIONAL INFORMATION YOU SHOULD KNOW   19


   
transactions  in the  fund  offered  by this  Prospectus  are  processed  by the
transfer agent, which is authorized to accept any instructions  relating to fund
accounts. All purchase orders must be accepted by the distributor.  All fees and
expenses of FDI in acting as distributor for the fund are paid by the manager.
    

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  phone  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 three  classes of the fund: an Investor  Class,  a
Service 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 classes of shares are primarily offered to institutional investors
or  through  institutional  distribution  channels,  such as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  The other  classes have  different  fees,  expenses,
and/or minimum  investment  requirements than the 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.  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 a 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 or class.

    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.


20   ADDITIONAL INFORMATION YOU SHOULD KNOW        AMERICAN CENTURY INVESTMENTS


                                     NOTES


                                                                     NOTES   21


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

   
www.americancentury.com
    

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

9802           [recycled logo]
SH-BKT-11430      Recycled
<PAGE>
                                  PROSPECTUS

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

   
                                 MARCH 1, 1998
    

                                    BENHAM
                                 GROUP(reg.tm)

                                 Cash Reserve

ADVISOR CLASS

                         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
- --------------------------------------------------------------------------------
      BENHAM GROUP              AMERICAN CENTURY       TWENTIETH CENTURY 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
- --------------------------------------------------------------------------------
        Cash Reserve


   
                                  PROSPECTUS
                                 MARCH 1, 1998
    

                                 Cash Reserve
                                 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 money
market  funds  from  our  Benham  Group is  described  in this  Prospectus.  Its
investment objective is listed on page 2 of this Prospectus. The other funds are
described in separate prospectuses.

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

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

   
    This Prospectus  gives you  information  about the fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated March 1, 1998,  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 CASH RESERVE FUND

    Cash  Reserve is a money market fund which seeks to obtain  maximum  current
income  consistent  with  the  preservation  of  principal  and  maintenance  of
liquidity.  The fund  intends to pursue its  investment  objective  by investing
substantially  all of its assets in a portfolio of money market  instruments and
maintaining a weighted average maturity of not more than 90 days.

    INVESTMENTS IN THE FUND ARE NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT
OR ANY  OTHER  AGENCY.  THERE IS NO  ASSURANCE  THAT  THE  FUND  WILL BE ABLE TO
MAINTAIN A $1.00 SHARE PRICE.



  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

   
Investment Objective of the Fund ............................................  2
Transaction and Operating Expense Table .....................................  4
Financial Highlights ........................................................  5
Performance Information of Other Class ......................................  6
    

INFORMATION REGARDING THE FUND

   
Investment Policies of the Fund .............................................  7
   Cash Reserve .............................................................  7
Other Investment Practices, Their Characteristics
   and Risks ................................................................  7
   Repurchase Agreements ....................................................  7
   Derivative Securities ....................................................  8
   Foreign Securities .......................................................  8
   When-Issued Securities ...................................................  9
   Rule 144A Securities .....................................................  9
   Investments in Companies with
      Limited Operating History .............................................  9
Performance Advertising .....................................................  9
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

How to Purchase and Sell American
   Century Funds ............................................................ 11
How to Exchange From One
   American Century Fund to Another ......................................... 11
How to Redeem Shares ........................................................ 11
Telephone Services .......................................................... 11
   Investors Line ........................................................... 11

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ................................................................. 12
   When Share Price Is Determined ........................................... 12
   How Share Price Is Determined ............................................ 12
   Where to Find Yield Information .......................................... 12
Distributions ............................................................... 12
Taxes ....................................................................... 13
   Tax-Deferred Accounts .................................................... 13
   Taxable Accounts ......................................................... 13
Management .................................................................. 14
   Investment Management .................................................... 14
   Code of Ethics ........................................................... 15
   Transfer and Administrative Services ..................................... 15
Distribution of Fund Shares ................................................. 15
   Service and Distribution Fees ............................................ 15
Further Information About American Century .................................. 16


PROSPECTUS                                               TABLE OF CONTENTS   3


                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                        Cash
                                                                       Reserve

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ..............................   none
Maximum Sales Load Imposed on Reinvested Dividends ...................   none
Deferred Sales Load ..................................................   none
Redemption Fee .......................................................   none
Exchange Fee .........................................................   none

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

   
Management Fees(1) ...................................................  0.35%
12b-1 Fees(2) ........................................................  0.50%
Other Expenses(3) ....................................................  0.00%
Total Fund Operating Expenses(1) .....................................  0.85%

EXAMPLE

You would pay the following expenses on a                   1 year     $  9
$1,000 investment, assuming a 5% annual return and         3 years       27
redemption at the end of each time period:                 5 years       47
                                                          10 years      105

(1) Effective   February  1,  1998,  the  manager  has  voluntarily   agreed  to
    temporarily  waive  0.10% of the  management  fee for the fund until May 31,
    1998.  On June 1, 1998,  the annual  unified  management  fee will revert to
    0.35% and total fund operating expenses will revert to 0.85%.
    

(2) The 12b-1 fee is designed to permit  investors  to  purchase  Advisor  Class
    shares  through   broker-dealers,   banks,  insurance  companies  and  other
    financial  intermediaries.  A portion of the fee is used to compensate  them
    for ongoing  recordkeeping and administrative  services that would otherwise
    be  performed  by an  affiliate  of the  manager,  and a portion  is used to
    compensate  them  for  distribution  and  other  shareholder  services.  See
    "Service and Distribution Fees," page 15.

(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, were less than 0.01 of 1% of average net assets for
    the most recent fiscal year.

    The purpose of this table is to help you  understand  the various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection  with an investment in the class of shares of Cash Reserve 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 two other classes of shares,  one of which is primarily made available to
retail  investors  and one that is primarily  made  available  to  institutional
investors.  The other  classes have  different fee  structures  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 16.


4  TRANSACTION AND OPERATING EXPENSE TABLE          AMERICAN CENTURY INVESTMENTS


   
                             FINANCIAL HIGHLIGHTS
                                 CASH RESERVE

  The  sale of the  Advisor  Class  of the fund  commenced  on  April  1,  1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on March 1, 1985, is presented on page 6.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                  1997(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period ......................       $1.00
                                                                  -----
Income From Investment Operations

    Net Investment Income .................................        0.03
                                                                  -----
Distributions

    From Net Investment Income ............................      (0.03)
                                                                 ------
Net Asset Value, End of Period ............................       $1.00
                                                                 ------
    TOTAL RETURN(2) .......................................       2.83%

RATIOS/SUPPLEMENTAL RATIOS

Ratio of Operating Expenses to Average Net Assets .........    0.91%(3)

Ratio of Net Investment Income to Average Net Assets ......    4.81%(3)

Net Assets, End of Period (in thousands) ..................        $607

(1) April 1, 1997 (commencement of sale) through October 31, 1997.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any. Total return is not annualized.

(3) Annualized.


PROSPECTUS                                             FINANCIAL HIGHLIGHTS   5


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                 CASH RESERVE

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31.

                                   1997     1996      1995      1994     1993(1)   1992(1)   1991(1)   1990(1)  1989(1)   1988(1)

PER-SHARE DATA

Net Asset Value,
<S>                                <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>  
Beginning of Year ..............   $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00    $1.00     $1.00     $1.00
                                  ------    ------    ------    ------    ------    ------    ------   ------    ------    ------
Income From Investment Operations

   Net Investment Income .......    0.05      0.05      0.05      0.03      0.02      0.04      0.06     0.07      0.08     0.07
                                  ------    ------    ------    ------    ------    ------    ------   ------    ------    ------
Distributions

   From Net Investment Income ..  (0.05)    (0.05)    (0.05)    (0.03)    (0.02)    (0.04)    (0.06)   (0.07)    (0.08)    (0.07)
                                  ------    ------    ------    ------    ------    ------    ------   ------    ------    ------
Net Asset Value, End of Year ...   $1.00     $1.00     $1.00     $1.00     $1.00     $1.00     $1.00    $1.00     $1.00     $1.00
                                  ======    ======    ======    ======    ======    ======    ======   ======    ======    ======
   Total Return(2) .............   5.04%     4.99%     5.38%     3.21%     2.30%     3.74%     5.95%    7.67%     8.66%     6.73%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets .............   0.68%     0.70%     0.70%     0.80%     1.00%   0.98%(3)   0.97%(3)  1.00%     1.00%     1.00%

Ratio of Net Investment
Income to Average
Net Assets .....................   4.93%     4.88%     5.27%     3.18%     2.30%     3.62%     5.75%    7.40%     8.35%     6.52%

Net Assets, End of
Year (in millions) .............  $1,176    $1,347    $1,470    $1,299    $1,256    $1,488    $1,236     $954      $639      $489


(1) The data  presented  has been  restated  to give effect to a 100 for 1 stock
    split in the form of a stock dividend that occurred on November 13, 1993.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

(3) Expenses  are  shown  net of  management  fees  waived  by the  manager  for
    low-balance account fees collected during period.
</TABLE>
    

6   PERFORMANCE INFORMATION OF OTHER CLASS         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.

CASH RESERVE

    Cash  Reserve  seeks to obtain a level of  current  income  consistent  with
preservation of capital and  maintenance of liquidity.  Cash Reserve is designed
for investors who want income and no fluctuation in their principal.

    Cash Reserve expects, but cannot guarantee, that it will maintain a constant
share  price of $1.00.  The fund  follows  industry-standard  guidelines  on the
quality and  maturity of its  investments,  purchasing  only  securities  having
remaining  maturities  of not more than 13 months and by  maintaining a weighted
average portfolio maturity of not more than 90 days.

    Cash  Reserve  invests  substantially  all of its  assets  in a  diversified
portfolio of U.S.  dollar  denominated  high quality  money market  instruments,
consisting of:

  (1) Securities issued or guaranteed by the U.S. government and its agencies
      and instrumentalities;

  (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.

    These  classes  of  securities  may be  held  in any  proportion,  and  such
proportion may vary as market conditions change.

   
    All  portfolio  holdings  are limited to those which at the time of purchase
have  received  a  rating  from two  nationally  recognized  securities  ratings
organizations in one of their two highest short-term  categories  (including any
sub-categories or gradations  indicating relative standing),  or if they have no
short-term  rating or are rated by only one  rating  agency,  are of  comparable
quality to such a rated security,  as determined or ratified by the fund's Board
of Directors.
    

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

REPURCHASE AGREEMENTS

    The fund may invest in repurchase  agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of the fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

    Since  the  security  purchased  constitutes  security  for  the  repurchase
obligation,  a repurchase  agreement can be considered a loan  collateralized by
the security purchased.  The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may incur costs in disposing of the collateral, which would


PROSPECTUS                                   INFORMATION REGARDING THE FUNDS   7


reduce  the  amount  realized  thereon.  If the seller  seeks  relief  under the
bankruptcy laws, the disposition of the collateral may be delayed or limited. To
the extent the value of the  security  decreases,  the fund could  experience  a
loss.

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

    The fund may invest in repurchase agreements with respect to any security in
which the fund is  authorized to invest,  even if the remaining  maturity of the
underlying  security  would make that security  ineligible  for purchase by such
fund.  The fund  will not  invest  more  than 10% of its  assets  in  repurchase
agreements maturing in more than seven days.

DERIVATIVE SECURITIES

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

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

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

    The fund may not invest in a derivative  security unless the reference index
or the instrument to which it relates is an eligible investment for the fund.

    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; and
       

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

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

FOREIGN SECURITIES

    The fund may invest an unlimited  amount of its assets 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.  The fund will limit its purchase of debt securities
to U.S. dollar denominated  obligations.  Such securities will be primarily from
developed markets.

   
    Investments in foreign securities may present certain risks, including those
resulting  from  future  political  and  economic  developments,  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.
    

8   INFORMATION REGARDING THE FUNDS                 AMERICAN CENTURY INVESTMENTS


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 the  commitment  to  purchase  is made.
Delivery of and payment for these securities typically occurs 1 to 14 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 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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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 10% 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).

   
INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    Cash  Reserve  will not  invest  more  than 5% of its  total  assets  in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.
    

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,  yield and  effective
yield.  Performance data may be quoted  separately for the Advisor Class and for
the other classes offered by the fund.

    Cumulative  total  return data is computed by  considering  all  elements of
return, including reinvestment of dividends and capital gains distributions,


PROSPECTUS                                   INFORMATION REGARDING THE FUNDS   9


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 a fund's income over a stated period expressed
as a percentage of the fund's share price. In the case of Cash Reserve, yield is
calculated by measuring the income generated by an investment in the fund over a
seven-day period (net of fund expenses).  This income is then "annualized." That
is, the amount of income  generated by the investment over the seven-day  period
is assumed to be generated over each similar period each week  throughout a full
year and is shown as a percentage of the  investment.  The "effective  yield" is
calculated in a similar  manner but, when  annualized,  the income earned by the
investment is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  of  the  assumed
reinvestment.

    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.


10   INFORMATION REGARDING THE FUNDS               AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

    The following section explains how to purchase,  exchange and redeem Advisor
Class shares of the Cash Reserve 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 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
how to select American Century funds.

    If you have questions about the fund, see "Investment Policies of the Fund,"
page  7,  or  call  one  of  our  Institutional   Service   Representatives   at
1-800-345-3533.

    Orders to purchase shares are effective on the day we receive payment. See
"When Share Price is Determined," page 12.

    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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

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 12. 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 Representatives at 1-800-345-3533.


PROSPECTUS                  HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS   11


                    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 the American Century Target
Maturities  Trust, net asset value is determined at 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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares of a fund  received  by us or one of our agents or  designees  before the
time as of which the net asset value of the fund is  determined,  are  effective
on, and will receive the price determined, that day. Investment,  redemption and
exchange  requests  received  thereafter are effective on, and receive the price
determined  as of, the close of the  Exchange  on the next day the  Exchange  is
open.

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which net asset value of the
fund is determined.

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

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fundis net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

    The securities  held by the fund are valued on the basis of amortized  cost.
This method  involves  initially  valuing a security at its cost and  thereafter
assuming a constant  amortization to maturity of any discount or premium paid at
the time of the purchase,  rather than  determining the security's  market value
from day to day.

WHERE TO FIND YIELD INFORMATION

    The yield of the  Investor  Class of Cash  Reserve  is  published  weekly in
leading financial  publications and daily in many local newspapers.  Because the
total  expense  ratio for the  Advisor  Class  shares is 0.25%  higher  than the
Investor Class shares,  the yield will be lower than the Investor  Class.  Yield
information of the Advisor Class may be obtained by calling us.

DISTRIBUTIONS

    At the close of each day,  including  Saturdays,  Sundays and holidays,  net
income  plus net  realized  gains on  portfolio  securities  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,"  above.  If you
redeem  shares,  you will receive the  distribution  declared for the day of the
redemption. If all shares are redeemed,


12   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


the  distribution  on the redeemed  shares will be included with your redemption
proceeds.

    Cash Reserve does not expect to realize any  long-term  capital  gains,  and
accordingly, does not expect to pay any capital gains distributions.

   
    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 certain IRAs 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.
    

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 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.  The dividends from net income of the fixed income funds do not
qualify for the 70% dividends-received deduction for corporations since they are
derived from interest  income.  Distributions  from gains on assets held greater
than 12 months but no more than 18 months  (28% rate gain)  and/or  assets  held
greater than 18 months (20% rate gain) are taxable as long-term gains regardless
of the length of time you have held the  shares.  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  gains  (28% or 20% rate  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 (28% and/or 20% rate gain).
    

    In  January of the year  following  the  distribution,  if you own shares in
taxable accounts,  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 a 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 is required by
federal law to withhold and remit to the IRS 31% of reportable  payments  (which
may include  dividends,  capital gains  distributions  and  redemptions).  Those
regulations  require  you to  certify  that the  Social  Security  number or tax
identification number you provide is correct and that you are not subject to 31%
withholding for previ-


PROSPECTUS                           ADDITIONAL INFORMATION YOU SHOULD KNOW   13


ous  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 a 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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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 a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the portfolio and the asset mix as it deems appropriate in pursuit of the fund's
investment objectives. Individual portfolio manager members of the team may also
adjust  portfolio  holdings  of the fund or of sectors 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:

   
    DENISE TABACCO, Portfolio Manager, joined American Century in 1988, becoming
a member of its  portfolio  department  in 1991. In 1995 she assumed her current
position as a Portfolio Manager.

    JOHN F. WALSH,  Portfolio Manager,  joined American Century in February 1996
as an Investment Analyst, a position he held until May 1997. At that time he was
promoted to Portfolio  Manager.  Prior to joining  American  Century,  Mr. Walsh
served as an Assistant Vice President and Analyst at First  Interstate Bank, Los
Angeles,  California, from July 1993 to January 1996. Prior to that he served as
an Analyst at The Long-Term Credit Bank of Japan, Los Angeles, California.
    

    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 fund, the manager receives an annual fee of
0.35% of the average  net assets of the fund.  Effective  February 1, 1998,  the
manager  voluntarily  waived 0.10% of the  management fee for the fund until May
31, 1998.  On June 1, 1998,  the annual  unified  management  fee will revert to
0.35%.
    

    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).


14   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


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.

    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.

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

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
fund is paid by the manager.
    

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")  with the  manager.
Pursuant  to  the  Plan,  the  fund  pays  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 the manager,  as paying
agent for the fund, 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.


PROSPECTUS                           ADDITIONAL INFORMATION YOU SHOULD KNOW   15


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 three  classes of the fund: an Investor  Class,  a
Service Class,  and the Advisor Class. The shares offered by this Prospectus are
Advisor Class shares.
    

    The Investor  Class is primarily  made  available to retail  investors.  The
Service  Class 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 classes have 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.  For information concerning the Service Class
of  shares,   call  one  of  our  Institutional   Service   Representatives   at
1-800-345-3533 or contact a sales  representative or financial  intermediary who
offers that class of shares.

    Except as described  below,  all classes of shares of a 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 or class.

    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.  The manager 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.


16   ADDITIONAL INFORMATION YOU SHOULD KNOW        AMERICAN CENTURY INVESTMENTS


                                     NOTES


                                                                     NOTES   17


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

   
WWW.AMERICANCENTURY.COM
    

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

9802           [recycled logo]
SH-BKT-11431      Recycled
<PAGE>
                                   PROSPECTUS

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

   
                                  MARCH 1, 1998
    

                                     BENHAM
                                  GROUP(reg.tm)

                                Limited-Term Bond
                             Intermediate-Term Bond
                                   Benham Bond

INVESTOR CLASS


                         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
- -------------------------------------------------------------------------------
        Benham                American Century         Twentieth Century
        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
- -------------------------------------------------------------------------------
   Limited-Term Bond
 Intermediate-Term Bond
      Benham Bond


   
                                  PROSPECTUS
                                 MARCH 1, 1998
    

                               Limited-Term Bond
                     Intermediate-Term Bond * Benham Bond

                                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.  Three of the funds from our
Benham  Group that invest  primarily  in fixed  income or debt  instruments  are
described in this Prospectus.  Their investment  objectives are listed on page 2
of this Prospectus. 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 funds 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 March 1, 1998,  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 OBJECTIVES OF THE FUNDS

AMERICAN CENTURY - BENHAM
LIMITED-TERM BOND FUND

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

AMERICAN CENTURY - BENHAM
INTERMEDIATE-TERM BOND FUND

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

AMERICAN CENTURY - BENHAM BOND FUND

   
The Benham  Bond Fund seeks a high level of income.  The fund  intends to pursue
its  investment  objective  by  investing  in bonds and other debt  obligations.
Although the fund has no weighted average  portfolio  maturity  requirement,  it
invests primarily in intermediate and long-term bonds.
    

                There is no assurance that the funds will achieve
                     their respective investment objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  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 FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.


2      INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

Investment Objectives of the Funds ........................................    2
Transaction and Operating Expense Table ...................................    4
Financial Highlights ......................................................    5

INFORMATION REGARDING THE FUNDS

   
Investment Policies of the Funds ..........................................    8
    Limited-Term Bond, Intermediate-Term Bond
       and Benham Bond ....................................................    8
Fundamentals of Fixed Income Investing ....................................   10
Other Investment Practices, Their
  Characteristics and Risks ...............................................   10
    Portfolio Turnover ....................................................   10
    Repurchase Agreements .................................................   11
    Derivative Securities .................................................   11
    Foreign Securities ....................................................   12
    When-Issued Securities ................................................   12
    Rule 144A Securities ..................................................   12
    Investments in Companies with
       Limited Operating History ..........................................   13
    Interest Rate Futures Contracts and
       Options Thereon ....................................................   13
Performance Advertising ...................................................   14
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ..............................................   15
Investing In American Century .............................................   15
How to Open an Account ....................................................   15
       By Mail ............................................................   15
       By Wire ............................................................   15
       By Exchange ........................................................   16
       In Person ..........................................................   16
    Subsequent Investments ................................................   16
       By Mail ............................................................   16
       By Telephone .......................................................   16
       By Online Access ...................................................   16
       By Wire ............................................................   16
       In Person ..........................................................   16
    Automatic Investment Plan .............................................   16
How to Exchange from One Account to Another ...............................   16
       By Mail ............................................................   17
       By Telephone .......................................................   17
       By Online Access ...................................................   17
How to Redeem Shares ......................................................   17
       By Mail ............................................................   17
       By Telephone .......................................................   17
       By Check-A-Month ...................................................   17
       Other Automatic Redemptions ........................................   17
    Redemption Proceeds ...................................................   17
        By Check ..........................................................   17
        By Wire and ACH ...................................................   17
    Redemption of Shares in Low-Balance Accounts ..........................   18
Signature Guarantee .......................................................   18
Special Shareholder Services ..............................................   18
    Automated Information Line ............................................   18
    Online Account Access .................................................   18
    Open Order Service ....................................................   18
    Tax-Qualified Retirement Plans ........................................   19
Important Policies Regarding Your Investments .............................   19
Reports to Shareholders ...................................................   20
Employer-Sponsored Retirement Plans
  and Institutional Accounts ..............................................   20

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   21
    When Share Price Is Determined ........................................   21
    How Share Price Is Determined .........................................   21
    Where to Find Information About Share Price ...........................   22
Distributions .............................................................   22
Taxes .....................................................................   22
    Tax-Deferred Accounts .................................................   22
    Taxable Accounts ......................................................   23
Management ................................................................   24
    Investment Management .................................................   24
    Code of Ethics ........................................................   24
    Transfer and Administrative Services ..................................   24
Distribution of Fund Shares ...............................................   25
Further Information About American Century ................................   25


PROSPECTUS                                        TABLE OF CONTENTS      3


<TABLE>
<CAPTION>
                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                            Limited-Term   Intermediate-Term    Benham
                                                                Bond             Bond            Bond

SHAREHOLDER TRANSACTION EXPENSES:
<S>                                                            <C>              <C>             <C>  
Maximum Sales Load Imposed on Purchases ......................  none             none            none
Maximum Sales Load Imposed on Reinvested Dividends ...........  none             none            none
Deferred Sales Load ..........................................  none             none            none
Redemption Fee(1) ............................................  none             none            none
Exchange Fee .................................................  none             none            none

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

Management Fees(2) ........................................... 0.70%            0.75%           0.80%
12b-1 Fees ...................................................  none             none            none
Other Expenses(3) ............................................ 0.00%            0.00%           0.00%
Total Fund Operating Expenses ................................ 0.70%            0.75%           0.80%

EXAMPLE

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

   
(1)  REDEMPTION PROCEEDS SENT BY WIRE ARE SUBJECT TO A $10 PROCESSING FEE.

(2)  A  PORTION  OF THE  MANAGEMENT  FEE MAY BE PAID BY THE  FUNDS'  MANAGER  TO
     UNAFFILIATED  THIRD PARTIES WHO PROVIDE  RECORDKEEPING  AND  ADMINISTRATIVE
     SERVICES THAT WOULD  OTHERWISE BE PERFORMED BY AN AFFILIATE OF THE MANAGER.
     SEE "MANAGEMENT - TRANSFER AND ADMINISTRATIVE SERVICES," PAGE 24.
    

(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, WERE LESS THAN 0.01 OF 1% OF AVERAGE
     NET ASSETS FOR THE MOST RECENT 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
funds  offered  by  this  Prospectus.   The  example  set  forth  above  assumes
reinvestment  of all  dividends and  distributions  and uses a 5% annual rate of
return as required by Securities and Exchange Commission regulations.

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

     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 funds offer
two other classes of shares to investors,  primarily to institutional investors,
that have different fee structures  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 fees will result in different  performance  for the other
classes.  For additional  information  about the various  classes,  see "FURTHER
INFORMATION ABOUT AMERICAN CENTURY," page 25.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS

   
<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                               LIMITED-TERM BOND

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                        1997          1996          1995          1994(1)

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>            <C>           <C>           <C>       
Beginning of Period .............   $     9.93     $     9.96    $     9.68    $    10.00
                                    ----------     ----------    ----------    ----------
Income From Investment Operations

  Net Investment Income .........         0.56           0.56          0.56          0.31

  Net Realized and
  Unrealized Gain (Loss) on
  Investment Transactions .......         0.05          (0.03)         0.28         (0.32)
                                    ----------     ----------    ----------    ----------
  Total from
  Investment Operations .........         0.61           0.53          0.84         (0.01)
                                    ----------     ----------    ----------    ----------
Distributions

  From Net
  Investment Income .............        (0.56)         (0.56)        (0.56)        (0.31)
                                    ----------     ----------    ----------    ----------
Net Asset Value,
End of Period ...................   $     9.98     $     9.93    $     9.96    $     9.68
                                    ==========     ==========    ==========    ==========
  TOTAL RETURN(2) ...............         6.30%          5.48%         8.89%        (0.08)%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating
  Expenses to Average
  Net Assets ....................         0.69%          0.68%         0.69%         0.70%(3)

  Ratio of Net
  Investment Income
  to Average Net Assets .........         5.63%          5.63%         5.70%         4.79%(3)

  Portfolio Turnover Rate .......          109%           121%          116%           48%

  Net Assets, End of
  Period (in thousands) .........   $   15,269     $    8,092    $    7,193    $    4,375
</TABLE>

(1)  MARCH 1, 1994 (INCEPTION) THROUGH OCTOBER 31, 1994.

(2)  TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(3)  ANNUALIZED.
    

PROSPECTUS                                     FINANCIAL HIGHLIGHTS       5

   
<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                            INTERMEDIATE-TERM BOND

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                      1997           1996          1995        1994(1)


PER-SHARE DATA

Net Asset Value,
<S>                              <C>            <C>            <C>            <C>       
Beginning of Period ..........   $     9.91     $    10.07     $     9.53     $    10.00
                                 ----------     ----------     ----------     ----------
Income From
Investment Operations

  Net Investment Income ......         0.59           0.58           0.59           0.34

  Net Realized and
  Unrealized Gain (Loss) on
  Investment Transactions ....         0.16          (0.06)          0.54          (0.47)
                                 ----------     ----------     ----------     ----------
  Total from
  Investment Operations ......         0.75           0.52           1.13          (0.13)
                                 ----------     ----------     ----------     ----------
Distributions

  From Net
  Investment Income ..........        (0.59)         (0.58)         (0.59)         (0.34)

  From Net Realized
  Gains on
  Investment Transactions ....         --            (0.10)          --             --
                                 ----------     ----------     ----------     ----------
  Total Distributions ........        (0.59)         (0.68)         (0.59)         (0.34)
                                 ----------     ----------     ----------     ----------
Net Asset Value,
End of Period ................   $    10.07     $     9.91     $    10.07     $     9.53
                                 ==========     ==========     ==========     ==========
  TOTAL RETURN(2) ............         7.87%          5.36%         12.19%         (1.24)%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating
  Expenses to Average
  Net Assets .................         0.75%          0.74%          0.74%          0.75%(3)

  Ratio of Net
  Investment Income
  to Average Net Assets ......         5.99%          5.90%          6.05%          5.23%(3)

  Portfolio Turnover Rate ....           99%            87%           133%            48%

  Net Assets,
  End of Period (in thousands)   $   18,126     $   15,626     $   12,827     $    4,262
</TABLE>

(1)  MARCH 1, 1994 (INCEPTION) THROUGH OCTOBER 31, 1994.

(2)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(3)  ANNUALIZED.
    

6      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS

   
<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                  BENHAM BOND

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                   1997      1996      1995      1994     1993(1)   1992(1)  1991(1)  1990(1)  1989(1)   1988(1)

PER-SHARE DATA

Net Asset Value,
<S>                               <C>       <C>       <C>      <C>        <C>       <C>       <C>      <C>       <C>      <C>  
Beginning of Period ............. $9.63     $9.78     $8.91    $10.21     $9.92     $9.56     $8.90    $9.54     $9.19    $8.96
                                 -------   -------   -------  -------    -------   -------   -------  -------   -------  -------
Income From
Investment Operations

  Net Investment
  Income ........................  0.60      0.60      0.61      0.58      0.66      0.63      0.75     0.80      0.82      0.84

  Net Realized and
  Unrealized Gain(Loss) on
  Investment Transactions .......  0.19     (0.14)     0.87     (1.12)     1.88      0.35      0.66    (0.64)     0.35      0.23
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
  Total from
  Investment Operations .........  0.79      0.46      1.48     (0.54)     2.54      0.98      1.41     0.16      1.17      1.07
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
Distributions

  From Net
  Investment Income ............. (0.60)    (0.60)    (0.61)    (0.58)    (0.66)    (0.62)    (0.75)   (0.79)    (0.82)   (0.84)

  From Net
  Realized Gains on
  Investment Transactions ....... (0.09)    (0.01)      --      (0.18)    (1.59)      --        --     (0.01)      --        --
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
  Total Distributions ........... (0.69)    (0.61)    (0.61)    (0.76)    (2.25)    (0.62)    (0.75)   (0.80)    (0.82)   (0.84)
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
Net Asset Value,
End of Period ...................  $9.73     $9.63     $9.78     $8.91    $10.21     $9.92     $9.56    $8.90     $9.54    $9.19
                                 =======   =======   =======   =======   =======   =======   =======  =======   =======  =======
  TOTAL RETURN(2) ...............  8.57%     4.91%    17.16%    (5.47)%   11.81%    10.40%    16.44%    1.93%    13.51%   12.31%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating
  Expenses to Average
  Net Assets ....................  0.80%     0.79%     0.78%     0.88%     1.00%   0.98%(3)   0.96%(3)  1.00%     1.00%    1.00%

  Ratio of Net
  Investment Income
  to Average Net Assets .........  6.25%     6.18%     6.53%     6.07%     6.54%     6.30%     8.06%    8.81%     8.83%    9.15%

  Portfolio Turnover Rate .......   52%      100%      105%       78%      113%      186%      219%      98%      216%      280%

  Net Assets, End of
  Period (in thousands) .........$126,580 $142,567  $149,223  $121,012  $172,120  $154,031  $114,342  $77,270   $62,302   $25,788
</TABLE>


(1)  THE DATA  PRESENTED  HAS BEEN  RESTATED  TO GIVE EFFECT TO A 10 FOR 1 STOCK
     SPLIT IN THE FORM OF A STOCK DIVIDEND THAT OCCURRED ON NOVEMBER 13, 1993.

(2)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(3)  EXPENSES  ARE SHOWN  NET OF  MANAGEMENT  FEES  WAIVED  BY THE  MANAGER  FOR
     LOW-BALANCE ACCOUNT FEES COLLECTED DURING PERIOD.
    

PROSPECTUS                                     FINANCIAL HIGHLIGHTS       7


                        INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

    The funds have adopted certain investment restrictions that are set forth in
the  Statement of Additional  Information.  Those  restrictions,  as well as the
investment objectives of the funds 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 funds have implemented additional investment policies
and  practices  to guide their  activities  in the  pursuit of their  respective
investment  objectives.  These  policies  and  practices,  which  are  described
throughout this Prospectus,  are not designated as fundamental  policies and may
be changed without shareholder approval.

    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.

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

   
    These funds seek to provide  investors  with income  through  investments in
bonds and other debt instruments.

    The  three  funds  differ  in  the  weighted  average  maturities  of  their
portfolios  and  accordingly  in their  degree  of risk and  potential  level of
income.  Generally,  the longer the weighted  average  maturity,  the higher the
yield and the greater the price volatility.
    

    Limited-Term  Bond will  invest  primarily  in  investment  grade  corporate
securities and other debt  instruments  and will  maintain,  under normal market
conditions,  a weighted  average  maturity  of five  years or less.  The fund is
designed  for  investors  seeking a  competitive  level of current  income  with
limited price volatility.

    Intermediate-Term  Bond will invest  primarily in investment grade corporate
securities and other debt  instruments  and will  maintain,  under normal market
conditions,  a  weighted  average  maturity  of three to 10  years.  The fund is
designed  for  investors  seeking  a higher  level  of  current  income  than is
generally  available from shorter-term  corporate and government  securities and
who are willing to accept a greater degree of price fluctuation.

   
    Benham Bond will invest  primarily in investment  grade  corporate bonds and
other debt instruments. Although there is no weighted average portfolio maturity
requirement, the fund will primarily invest in intermediate and long-term bonds.
The fund is designed  for  investors  whose  primary  goal is a level of current
income  higher  than is  generally  provided  by  money  market  or  short-  and
intermediate-term  securities  and who can accept the  generally  greater  price
volatility associated with longer-term bonds.
    

    The value of the  shares of all three of these  funds  will vary from day to
day. See "FUNDAMENTALS OF FIXED INCOME INVESTING," page 10.

    Under normal market conditions,  each fund will maintain at least 65% of the
value of its total assets in investment grade bonds and other debt  instruments.
Under normal  market  conditions,  each of the funds may invest up to 35% of its
assets,  and for  temporary  defensive  purposes,  up to 100% of its assets,  in
short-term money market instruments.

    The manager will  actively  manage the  portfolios,  adjusting  the weighted
average  portfolio  maturities  as necessary in response to expected  changes in
interest rates.  During periods of rising interest rates,  the weighted  average
maturity  of a fund may be moved to the  shorter  end of its  maturity  range in
order to reduce the effect of bond price declines on the fund's net asset value.
When interest rates are falling and bond prices are rising, the weighted average
portfolio maturity may be moved toward the longer end of its maturity range.

   
    To achieve their objectives,  the funds may invest in diversified portfolios
of high- and medium-grade debt securities payable in United States currency. The
funds  may  invest in  securities  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  manager,  as  follows:
short-term notes within the two highest
    


8     INFORMATION REGARDING THE FUNDS          AMERICAN CENTURY INVESTMENTS


categories,  e.g., at least MIG-2 by Moody's  Investor  Services  ("Moody's") or
SP-2  by  Standard  and  Poor's  Corporation   ("S&P");   corporate,   sovereign
government, and municipal bonds within the four highest categories (for example,
at  least  Baa by  Moody's  or BBB by  S&P);  securities  of the  United  States
government and its agencies and instrumentalities (described below); other types
of securities rated at least P-2 by Moody's or A-2 by S&P. According to Moody's,
bonds rated Baa are medium-grade and possess some speculative characteristics. A
BBB rating by S&P indicates S&Ps belief that a security  exhibits a satisfactory
degree of safety and capacity for repayment,  but is more  vulnerable to adverse
economic conditions or changing circumstances.

    The government  securities in which the funds 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  United  States  government  that  are
established  under an act of Congress.  The securities of some of these agencies
and instrumentalities, such as the Government National Mortgage Association, are
guaranteed  as to  principal  and  interest  by the  U.S.  Treasury,  and  other
securities  are  supported by the right of the issuer,  such as the Federal Home
Loan Banks,  to borrow from the Treasury.  Other  obligations,  including  those
issued by the Federal  National  Mortgage  Association and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the instrumentality.

    Mortgage-related   securities   in  which  the  funds  may  invest   include
collateralized mortgage obligations ("CMOs") issued by a United States agency or
instrumentality.  A CMO is a debt security that is collateralized by a portfolio
or pool of mortgages or mortgage-backed  securities.  The issuer's obligation to
make  interest  and  principal  payments  is secured by the  underlying  pool or
portfolio of mortgages or securities.

    The market  value of  mortgage-related  securities,  even those in which the
underlying  pool of mortgage  loans is guaranteed as to the payment of principal
and interest by the United  States  government,  is not insured.  When  interest
rates rise, the market value of those securities may decrease in the same manner
as other debt,  but when  interest  rates  decline,  their  market value may not
increase as much as other debt  instruments  because of the  prepayment  feature
inherent in the  underlying  mortgages.  If such  securities  are purchased at a
premium,  the fund will suffer a loss if the obligation is prepaid.  Prepayments
will be reinvested at prevailing rates,  which may be less than the rate paid by
the prepaid obligation.

    For the purpose of determining the weighted  average  portfolio  maturity of
the funds,  the  manager  shall  consider  the  maturity  of a  mortgage-related
security to be the remaining expected average life of the security.  The average
life of such  securities  is likely to be  substantially  less than the original
maturity as a result of prepayments  of principal on the  underlying  mortgages,
especially  in  a  declining  interest  rate  environment.  In  determining  the
remaining  expected  average  life,  the  manager  makes  assumptions  regarding
prepayments  on underlying  mortgages.  In a rising  interest rate  environment,
those  prepayments  generally  decrease,  and may  decrease  below  the  rate of
prepayment  assumed  by the  manager  when  purchasing  those  securities.  Such
slowdown may cause the remaining maturity of those securities to lengthen, which
will increase the relative  volatility of those  securities and, hence, the fund
holding the securities. See "FUNDAMENTALS OF FIXED INCOME INVESTING," page 10.

    As noted,  each fund may invest up to 35% of its assets,  and for  temporary
defensive  purposes as  determined  by the manager,  up to 100% of its assets in
short-term money market instruments.

    Those instruments may include:

     (1)  Securities  issued  or  guaranteed  by the  U.S.  government  and  its
          agencies and instrumentalities;

     (2)  Commercial Paper;

     (3)  Certificates of Deposit and Euro Dollar Certificates of Deposit;

     (4)  Bankers' Acceptances;

     (5)  Short-term notes, bonds, debentures, or other debt instruments; and

     (6)  Repurchase agreements.

    These  investments  must meet the rating  standards  for the  funds.  To the
extent a fund assumes a defensive position, the weighted average maturity of its
portfolio may not fall within the ranges stated for the fund.


PROSPECTUS                          INFORMATION REGARDING THE FUNDS       9

[line chart - data below]

FUNDAMENTALS OF FIXED INCOME INVESTING

   
HISTORICAL YIELDS

          30-YEAR     20-YEAR      3-MONTH
         TREASURY    TAX-EXEMPT    TREASURY
          BONDS        BONDS        BILLS

1/93        7%           6%           3%
2/93        7%           5%           3%
3/93        7%           6%           3%
4/93        7%           6%           3%
5/93        7%           6%           3%
6/93        7%           5%           3%
7/93        7%           5%           3%
8/93        6%           5%           3%
9/93        6%           5%           3%
10/93       6%           5%           3%
11/93       6%           5%           3%
12/93       6%           5%           3%
1/94        6%           5%           3%
2/94        7%           5%           3%
3/94        7%           6%           4%
4/94        7%           6%           4%
5/94        7%           6%           4%
6/94        8%           6%           4%
7/94        7%           6%           4%
8/94        7%           6%           5%
9/94        8%           6%           5%
10/94       8%           6%           5%
11/94       8%           7%           6%
12/94       8%           6%           6%
1/95        8%           6%           6%
2/95        7%           6%           6%
3/95        7%           6%           6%
4/95        7%           6%           6%
5/95        7%           6%           6%
6/95        7%           6%           6%
7/95        7%           6%           6%
8/95        7%           6%           5%
9/95        7%           6%           5%
10/95       6%           5%           6%
11/95       6%           5%           5%
12/95       6%           5%           5%
1/96        6%           5%           5%
2/96        6%           5%           5%
3/96        7%           6%           5%
4/96        7%           6%           5%
5/96        7%           6%           5%
6/96        7%           6%           5%
7/96        7%           6%           5%
8/96        7%           6%           5%
9/96        7%           6%           5%
10/96       7%           6%           5%
11/96       6%           6%           5%
12/96       7%           6%           5%
1/97        7%           6%           5%
2/97        7%           6%           5%
3/97        7%           6%           5%
4/97        7%           6%           5%
5/97        7%           6%           5%
6/97        7%           6%           5%
7/97        6%           5%           5%
8/97        7%           5%           5%
9/97        6%           5%           5%
10/97       6%           5%           5%
11/97       6%           5%           5%
12/97       6%           5%           5%
    


BOND PRICE VOLATILITY

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

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

      1 year         $100.00               $99.06            -0.94%
     3 years          100.00                97.38            -2.62%
    10 years          100.00                93.20            -6.80%
    30 years          100.00                88.69           -11.31%


   
YEARS TO MATURITY
(bar graph - data below)

LIMITED-TERM BOND
Likely Maturities of Individual Holdings                          0-8 years
Expected Weighted Average Portfolio Maturity Range           6 mos.-5 years

INTERMEDIATE-TERM BOND
Likely Maturities of Individual Holdings                         0-20 years
Expected Weighted Average Portfolio Maturity Range               3-20 years

BENHAM BOND
Likely Maturities of Individual Holdings                         0-30 years
Expected Weighted Average Portfolio Maturity Range               8-20 years
    

    Over time, the level of interest rates available in the marketplace changes.
As prevailing rates fall, the prices of bonds and other securities that trade on
a yield basis rise. On the other hand, when prevailing interest rates rise, bond
prices fall.

    Generally,  the longer the maturity of a debt security, the higher its yield
and the greater its price volatility.  Conversely, the shorter the maturity, the
lower the yield but the greater the price stability.

    These factors  operating in the  marketplace  have a similar  impact on bond
portfolios.  A change in the level of interest  rates causes the net asset value
per share of any bond fund,  except money market funds, to change.  If sustained
over time, it would also have the impact of raising or lowering the yield of the
fund.

    In addition to the risk arising from fluctuating  interest rate levels, debt
securities  are  subject to credit  risk.  When a  security  is  purchased,  its
anticipated  yield is  dependent  on the timely  payment by the borrower of each
interest and principal  installment.  Credit analysis and resultant bond ratings
take into account the relative  likelihood  that such timely payment will occur.
As a  result,  lower-rated  bonds  tend to  sell at  higher  yield  levels  than
top-rated bonds of similar maturity.


                            AUTHORIZED QUALITY RANGES

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

Limited-Term Bond         x     x     x     x
Intermediate-Term
   Bond                   x     x     x     x
Benham Bond               x     x     x     x

    In  addition,  as economic,  political  and  business  developments  unfold,
lower-quality  bonds,  which possess  lower levels of protection  with regard to
timely payment,  usually exhibit more price  fluctuation than do  higher-quality
bonds of like maturity.

    The  investment  practices of our fixed income funds take into account these
relationships. The maturity and asset quality of each fund have implications for
the degree of price volatility and the yield level to be expected from each.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

    For additional information,  see "ADDITIONAL INVESTMENT RESTRICTIONS" in the
Statement of Additional Information.

PORTFOLIO TURNOVER

   
    The  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5-7 of this Prospectus.
    

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution  of the security in question to the particular  fund's
objectives. The


10      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


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

REPURCHASE AGREEMENTS

    Each fund may invest in repurchase agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of that fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

    The funds will limit repurchase agreement  transactions to securities issued
by the U.S. government, its agencies and instrumentalities,  and will enter into
such  transactions  with  those  banks and  securities  dealers  who are  deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

    Each of the funds may invest in  repurchase  agreements  with respect to any
security  in which  that fund is  authorized  to invest,  even if the  remaining
maturity of the  underlying  security  would make that security  ineligible  for
purchase  by such  fund.  No fund will  invest  more  than 15% of its  assets in
repurchase agreements maturing in more than seven days.

DERIVATIVE SECURITIES

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

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

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

    No fund may invest in a derivative  security  unless the reference  index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a bond  whose  interest  rate is  indexed  to the  return on  two-year
treasury  securities  would be a permissible  investment  (assuming it otherwise
meets the other  requirements for the funds),  while a security whose underlying
value is linked to the price of oil would not be a permissible  investment since
the funds may not invest in oil and gas leases or futures.

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

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


PROSPECTUS                          INFORMATION REGARDING THE FUNDS       11


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

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

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

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

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

FOREIGN SECURITIES

    Each of the  funds  may  invest an  unlimited  amount  of its  assets in the
securities  of  foreign  issuers,  including  foreign  governments,  when  these
securities meet their standards of selection.  Securities of foreign issuers may
trade in the U.S.  or foreign  securities  markets.  The funds will limit  their
purchase  of  debt  securities  to  U.S.  dollar  denominated  investment  grade
obligations. Such securities will be primarily from developed markets.

    Investments in foreign securities may present certain risks, including those
resulting from  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.

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The funds may, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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.


12      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


    Since the  secondary  market  for such  securities  is  limited  to  certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

   
INVESTMENTS IN COMPANIES  WITH LIMITED OPERATING HISTORY

    The funds may invest in the  securities  of issuers with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

    The  funds  will not  invest  more  than 5% of  their  total  assets  in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.
    

INTEREST RATE FUTURES CONTRACTS  AND OPTIONS THEREON

    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 options sold, a fund will segregate cash or high-quality debt securities
equal to the value of  securities  underlying  the  option  unless the option is
otherwise covered.

    A fund  will  deposit  in a  segregated  account  with  its  custodian  bank
high-quality debt obligations in an amount equal to the fluctuating market value
of long futures  contracts it has  purchased,  less any margin  deposited on its
long position. It may hold cash or acquire such debt obligations for the purpose
of making these deposits.

    A fund will purchase or sell futures  contracts and options thereon only for
the  purpose of hedging  against  changes in the market  value of its  portfolio
securities  or  changes in the market  value of  securities  that it may wish to
include in its portfolio.  A fund will enter into future and option transactions
only to the extent that the sum of the amount of margin deposits on its existing
futures  positions and premiums paid for related options do not exceed 5% of its
assets.

    Since futures  contracts and options thereon can replicate  movements in the
cash markets for the  securities in which a fund invests  without the large cash
investments  required  for dealing in such  markets,  they may subject a fund to
greater and more volatile risks than might  otherwise be the case. The principal
risks related to the use of such instruments are (1) the offsetting  correlation
between  movements in the market  price of the  portfolio  investments  (held or
intended) being hedged and in the price of the futures contract or option may be
imperfect;  (2)  possible  lack of a liquid  secondary  market for  closing  out
futures or option positions;  (3) the need for additional  portfolio  management
skills  and  techniques;  and  (4)  losses  due to  unanticipated  market  price
movements.  For a hedge to be  completely  effective,  the  price  change of the
hedging instrument should equal the price change of the securities being hedged.
Such  equal  price  changes  are not  always  possible  because  the  investment
underlying the hedging  instrument may not be the same  investment that is being
hedged.

    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 manager may be incorrect in its expectations as to the


PROSPECTUS                           INFORMATION REGARDING THE FUNDS     13


extent of various  interest  rate  movements  or the time span within  which the
movements take place.

    See the Statement of Additional  Information for further  information  about
these instruments and their risks.

PERFORMANCE ADVERTISING

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

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

    The funds may also include in advertisements data comparing performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance  including  the  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 funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.


14      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

    The funds  offered by this  Prospectus  are 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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

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 20.

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.


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       15


*  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  Traditional  IRA, Roth IRA,  Education 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 a previous statement or confirmation.  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 15 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


16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


issued by the Benham Target  Maturities  Trust, and at the close of the Exchange
for all of our other funds. See "WHEN SHARE PRICE IS DETERMINED," page 21.

    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 18) 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 18.

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


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS      17


charges,  which  is  deducted  from  redemption  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. See "HOW
TO OPEN AN  ACCOUNT,"  page 15. 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 daily share prices,  receive updates on major
market  indexes and view  historical  performance  of your funds.  If you select
"Full Services" on your  application,  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


18 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


your behalf.  If you close or re-register  the account 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 person.  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

    Each 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.

  (9)    If  you  fail  to  provide  us  with  the  correct  certified  taxpayer
         identification number, we may


PROSPECTUS            HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS        19


         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 semiannual  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  semiannual  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
funds, 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.


20 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 a 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 a
fund  received  by us or one of our  agents or  designees  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 time of which the net asset  value of
the fund is determined.
    

    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 funds' transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the funds'  procedures or any contractual  arrangement  with the
funds or the funds' distributor in order for you to receive that day's price.

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times. Based on these representations,  the funds have authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the funds' net asset  value next  determined
after acceptance on the funds' behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

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

    The portfolio  securities of each fund, except as otherwise noted, listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  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


PROSPECTUS                      ADDITIONAL INFORMATION YOU SHOULD KNOW     21


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
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 a fund's net asset  value is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination  of the prices of many of the  portfolio  securities  used in such
calculation  and the value of a fund's  portfolio  may be  affected on days when
shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net asset  values of the  Investor  Class of the funds  offered  by this
Prospectus are 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  funds  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 21. 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 funds 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 certain IRAs 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

    Each 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 funds will generally not be subject to current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

    Employer-sponsored retirement and savings plans are governed by complex tax
rules. If you elect to


22    ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


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  income.  Distributions  from
gains on assets held greater than 12 months but no more than 18 months (28% rate
gain)  and/or  assets held greater than 18 months (20% rate gain) are taxable as
long-term  gains  regardless  of the  length of time you have  held the  shares.
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 (28% or 20% rate
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 (28% and/or 20% rate gain).
    

    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 a 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 a 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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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.
    


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       23


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 funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  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 funds and
directs the purchase and sale of their investment securities.  It utilizes teams
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the funds.  The teams meet regularly to review portfolio
holdings and to discuss purchase and sale activity. The teams adjust holdings in
the  funds'  portfolios  as they  deem  appropriate  in  pursuit  of the  funds'
investment  objectives.  Individual  portfolio  manager members of the teams may
also adjust portfolio holdings of the funds as necessary between team meetings.

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

    NORMAN E.  HOOPS,  Senior  Vice  President  and  Portfolio  Manager,  joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April 1993, he became Senior Vice President.

    JEFFREY L. HOUSTON, Portfolio Manager, has worked for American Century since
November 1990.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  pays all the  expenses  of the funds  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 funds,  the manager
receives an annual fee at the following rates:

    *    0.70% of the average net assets of Limited-Term Bond;

    *    0.75% of the average net assets of Intermediate-Term Bond; and

    *    0.80% of the average net assets of Benham Bond.

    On the first business day of each month,  each fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by multiplying  the applicable fee for such fund by
the  aggregate  average daily closing value of each fund's net assets during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

CODE OF ETHICS

    The funds 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 funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

    American  Century  Services  Corporation,  4500 Main  Street,  Kansas  City,
Missouri, 64111, acts as transfer agent and dividend-paying agent for the funds.
It provides  facilities,  equipment  and  personnel to the funds 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  funds 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


24    ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


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  funds,  transactions  in
shares of the funds 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 funds 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.

    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.

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc. (FDI) serves as the  Co-Administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The funds' shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
funds are paid by the manager.
    

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American Century Mutual Funds,  Inc., the issuer of the funds, 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 funds 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  three  classes of each of the funds:  an Investor
Class,  a Service  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 classes of shares are primarily offered to institutional investors
or  through  institutional  distribution  channels,  such as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  The other  classes have  different  fees,  expenses,
and/or minimum  investment  requirements than the 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


PROSPECTUS                    ADDITIONAL INFORMATION YOU SHOULD KNOW      25


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 a 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 funds 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 funds' by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast may  request  the funds 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.


26     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


                                     NOTES


                                                                 NOTES       27


                                     NOTES


28      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                     NOTES


                                                                 NOTES       29


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

   
WWW.AMERICANCENTURY.COM
    

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

9802           [recycled logo]
SH-BKT-11432      Recycled
<PAGE>
                                   PROSPECTUS

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

   
                                  MARCH 1, 1998
    

                                     BENHAM
                                  GROUP(reg.tm)

                                Limited-Term Bond
                             Intermediate-Term Bond
                                   Benham Bond

ADVISOR CLASS


                         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
- -------------------------------------------------------------------------------
        Benham                American Century         Twentieth Century
        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
- -------------------------------------------------------------------------------
   Limited-Term Bond
 Intermediate-Term Bond
      Benham Bond


   
                                  PROSPECTUS
                                 MARCH 1, 1998
    

                               Limited-Term Bond
                     Intermediate-Term Bond * Benham Bond

                                 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.  Three of the funds
from our Benham Group that invest  primarily in fixed income or debt instruments
are described in this Prospectus. Their investment objectives are listed on page
2 of this Prospectus. The other funds are described in separate prospectuses.

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

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

   
    This Prospectus  gives you information  about the funds 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 March 1, 1998,  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 OBJECTIVES OF THE FUNDS

AMERICAN CENTURY - BENHAM
LIMITED-TERM BOND FUND

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

AMERICAN CENTURY - BENHAM
INTERMEDIATE-TERM BOND FUND

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

AMERICAN CENTURY - BENHAM BOND FUND

   
The Benham  Bond Fund seeks a high level of income.  The fund  intends to pursue
its  investment  objective  by  investing  in bonds and other debt  obligations.
Although the fund has no weighted average  portfolio  maturity  requirement,  it
invests primarily in intermediate and long-term bonds.
    

                There is no assurance that the funds will achieve
                     their respective investment objectives.

NO  PERSON  IS  AUTHORIZED  BY THE  FUNDS  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 FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.


2      INVESTMENT OBJECTIVES                  AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

   
Investment Objectives of the Funds .........................................   2
Transaction and Operating Expense Table ....................................   4
Financial Highlights .......................................................   5
Performance Information of Other Class .....................................   7
    

INFORMATION REGARDING THE FUNDS

   
Investment Policies of the Funds ...........................................  10
    Limited-Term Bond, Intermediate-Term Bond
       and Benham Bond .....................................................  10
Fundamentals of Fixed Income Investing .....................................  12
Other Investment Practices, Their Characteristics
    and Risks ..............................................................  12
    Portfolio Turnover .....................................................  12
    Repurchase Agreements ..................................................  13
    Derivative Securities ..................................................  13
    Foreign Securities .....................................................  14
    When-Issued Securities .................................................  14
    Rule 144A Securities ...................................................  14
    Investments in Companies
       with Limited Operating History ......................................  15
    Interest Rate Futures Contracts and
       Options Thereon .....................................................  15
Performance Advertising ....................................................  16
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

How to Purchase and Sell American
    Century Funds ..........................................................  17
How to Exchange from One American Century
    Fund to Another ........................................................  17
How to Redeem Shares .......................................................  17
Telephone Services .........................................................  17
    Investors Line .........................................................  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
    Service and Distribution Fees ..........................................  22
Further Information About American Century .................................  22


PROSPECTUS                                        TABLE OF CONTENTS       3


<TABLE>
<CAPTION>
                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                               Benham     Intermediate-Term  Limited-Term
                                                                Bond             Bond            Bond
<S>                                                            <C>              <C>             <C>  
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Load Imposed on Purchases ......................  none             none            none
Maximum Sales Load Imposed on Reinvested Dividends ...........  none             none            none
Deferred Sales Load ..........................................  none             none            none
Redemption Fee ...............................................  none             none            none
Exchange Fee .................................................  none             none            none

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

Management Fees .............................................. 0.55%            0.50%           0.45%
12b-1 Fees(1) ................................................ 0.50%            0.50%           0.50%
Other Expenses(2) ............................................ 0.00%            0.00%           0.00%
Total Fund Operating Expenses ................................ 1.05%            1.00%           0.95%

EXAMPLE

You would pay the following expenses on a               1 year   $11              $10             $10
$1,000 investment, assuming a 5% annual return and     3 years    33               32              30
redemption at the end of each time period:             5 years    58               55              53
                                                      10 years   128              122             117
</TABLE>

(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 22.

(2)OTHER EXPENSES,  WHICH INCLUDE THE FEES AND EXPENSES (INCLUDING LEGAL COUNSEL
   FEES) OF THOSE DIRECTORS WHO ARE NOT  "INTERESTED  PERSONS" AS DEFINED IN THE
   INVESTMENT  COMPANY ACT,  WERE LESS THAN 0.01 OF 1% OF AVERAGE NET ASSETS FOR
   THE MOST RECENT 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
funds  offered  by  this  Prospectus.   The  example  set  forth  above  assumes
reinvestment  of all  dividends and  distributions  and uses a 5% annual rate of
return as required by Securities and Exchange Commission regulations.

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

    The shares offered by this  Prospectus  are Advisor Class shares.  The funds
offer two other classes of shares,  one of which is primarily  made available to
retail  investors  and one that is primarily  made  available  to  institutional
investors.  The other  classes have  different fee  structures  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 22.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


   
                             FINANCIAL HIGHLIGHTS
                            INTERMEDIATE-TERM BOND

  The sale of the  Advisor  Class of the fund  commenced  on  August  14,  1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on March 1, 1994, is presented on page 8.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                     1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period ...........................  $    9.96
                                                                  ---------
Income From Investment Operations

  Net Investment Income ........................................       0.12

  Net Realized and Unrealized Gain on Investment Transactions ..       0.11
                                                                  ---------
  Total From Investment Operations .............................       0.23
                                                                  ---------
Distributions

  From Net Investment Income ...................................      (0.12)
                                                                  ---------
Net Asset Value, End of Period .................................  $   10.07
                                                                  =========
  TOTAL RETURN(2) ..............................................       2.33%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses to Average Net Assets ............       1.00%(3)

  Ratio of Net Investment Income to Average Net Assets .........       6.05%(3)

  Portfolio Turnover Rate ......................................         99%

  Net Assets, End of Period (in thousands) .....................  $   2,017

(1)  AUGUST 14, 1997 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 1997.

(2)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURN IS NOT ANNUALIZED.

(3)  ANNUALIZED.
    

PROSPECTUS                                     FINANCIAL HIGHLIGHTS       5


   
                             FINANCIAL HIGHLIGHTS
                                  BENHAM BOND

  The sale of the  Advisor  Class of the  fund  commenced  on  August  8,  1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on March 2, 1987, is presented on page 9.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                       1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period ............................   $  9.55
                                                                    -------
Income From Investment Operations

  Net Investment Income .........................................      0.13

  Net Realized and Unrealized Gain on Investment Transactions ...      0.18
                                                                    -------
  Total From Investment Operations ..............................      0.31
                                                                    -------
Distributions

  From Net Investment Income ....................................     (0.13)
                                                                    -------
Net Asset Value, End of Period ..................................   $  9.73
                                                                    =======
  TOTAL RETURN(2) ...............................................      3.27%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating Expenses to Average Net Assets .............      1.05%(3)

  Ratio of Net Investment Income to Average Net Assets ..........      5.92%(3)

  Portfolio Turnover Rate .......................................        52%

  Net Assets, End of Period (in thousands) ......................   $   462

(1)  AUGUST 8, 1997 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 1997.

(2)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURN IS NOT ANNUALIZED.

(3)  ANNUALIZED.
    

6    FINANCIAL HIGHLIGHTS                    AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
   
                    PERFORMANCE INFORMATION OF OTHER CLASS
                               LIMITED-TERM BOND

  The Advisor Class of the fund was  established  September 3, 1996,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects the  performance of the fund's  Investor  Class of shares,  which has a
total expense ratio that is 0.25% lower than the Advisor Class.  Had the Advisor
Class been in existence for the fund for the time periods presented,  the fund's
performance information would be lower as a result of the additional expense.

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                        1997          1996          1995          1994(1)

PER-SHARE DATA

Net Asset Value,
<S>                                 <C>            <C>           <C>           <C>       
Beginning of Period .............   $     9.93     $     9.96    $     9.68    $    10.00
                                    ----------     ----------    ----------    ----------
Income From Investment Operations

  Net Investment Income .........         0.56           0.56          0.56          0.31

  Net Realized and
  Unrealized Gain (Loss) on
  Investment Transactions .......         0.05          (0.03)         0.28         (0.32)
                                    ----------     ----------    ----------    ----------
  Total from
  Investment Operations .........         0.61           0.53          0.84         (0.01)
                                    ----------     ----------    ----------    ----------
Distributions

  From Net
  Investment Income .............        (0.56)         (0.56)        (0.56)        (0.31)
                                    ----------     ----------    ----------    ----------
Net Asset Value,
End of Period ...................   $     9.98     $     9.93    $     9.96    $     9.68
                                    ==========     ==========    ==========    ==========
  TOTAL RETURN(2) ...............         6.30%          5.48%         8.89%        (0.08)%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating
  Expenses to Average
  Net Assets ....................         0.69%          0.68%         0.69%         0.70%(3)

  Ratio of Net
  Investment Income
  to Average Net Assets .........         5.63%          5.63%         5.70%         4.79%(3)

  Portfolio Turnover Rate .......          109%           121%          116%           48%

  Net Assets, End of
  Period (in thousands) .........   $   15,269     $    8,092    $    7,193    $    4,375
</TABLE>

(1)  MARCH 1, 1994 (INCEPTION) THROUGH OCTOBER 31, 1994.

(2)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(3)  ANNUALIZED.
    

PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS       7


<TABLE>
<CAPTION>
   
                    PERFORMANCE INFORMATION OF OTHER CLASS
                            INTERMEDIATE-TERM BOND

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                      1997           1996          1995        1994(1)


PER-SHARE DATA

Net Asset Value,
<S>                              <C>            <C>            <C>            <C>       
Beginning of Period ..........   $     9.91     $    10.07     $     9.53     $    10.00
                                 ----------     ----------     ----------     ----------
Income From
Investment Operations

  Net Investment Income ......         0.59           0.58           0.59           0.34

  Net Realized and
  Unrealized Gain (Loss) on
  Investment Transactions ....         0.16          (0.06)          0.54          (0.47)
                                 ----------     ----------     ----------     ----------
  Total from
  Investment Operations ......         0.75           0.52           1.13          (0.13)
                                 ----------     ----------     ----------     ----------
Distributions

  From Net
  Investment Income ..........        (0.59)         (0.58)         (0.59)         (0.34)

  From Net Realized
  Gains on
  Investment Transactions ....         --            (0.10)          --             --
                                 ----------     ----------     ----------     ----------
  Total Distributions ........        (0.59)         (0.68)         (0.59)         (0.34)
                                 ----------     ----------     ----------     ----------
Net Asset Value,
End of Period ................   $    10.07     $     9.91     $    10.07     $     9.53
                                 ==========     ==========     ==========     ==========
  TOTAL RETURN(2) ............         7.87%          5.36%         12.19%         (1.24)%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating
  Expenses to Average
  Net Assets .................         0.75%          0.74%          0.74%          0.75%(3)

  Ratio of Net
  Investment Income
  to Average Net Assets ......         5.99%          5.90%          6.05%          5.23%(3)

  Portfolio Turnover Rate ....           99%            87%           133%            48%

  Net Assets,
  End of Period (in thousands)   $   18,126     $   15,626     $   12,827     $    4,262
</TABLE>

(1)  MARCH 1, 1994 (INCEPTION) THROUGH OCTOBER 31, 1994.

(2)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(3)  ANNUALIZED.
    

8    PERFORMANCE INFORMATION OF OTHER CLASS      AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
   
                    PERFORMANCE INFORMATION OF OTHER CLASS
                                  BENHAM BOND

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                   1997      1996      1995      1994     1993(1)   1992(1)  1991(1)  1990(1)  1989(1)   1988(1)

PER-SHARE DATA

Net Asset Value,
<S>                               <C>       <C>       <C>      <C>        <C>       <C>       <C>      <C>       <C>      <C>  
Beginning of Period ...........   $9.63     $9.78     $8.91    $10.21     $9.92     $9.56     $8.90    $9.54     $9.19    $8.96
                                 -------   -------   -------  -------    -------   -------   -------  -------   -------  -------
Income From
Investment Operations

  Net Investment
  Income ......................    0.60      0.60      0.61      0.58      0.66      0.63      0.75     0.80      0.82      0.84

  Net Realized and
  Unrealized Gain
  (Loss) on Investment
  Transactions ................    0.19     (0.14)     0.87     (1.12)     1.88      0.35      0.66    (0.64)     0.35      0.23
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
  Total from
  Investment Operations .......    0.79      0.46      1.48     (0.54)     2.54      0.98      1.41     0.16      1.17      1.07
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
Distributions

  From Net
  Investment Income ...........   (0.60)    (0.60)    (0.61)    (0.58)    (0.66)    (0.62)    (0.75)   (0.79)    (0.82)   (0.84)

  From Net
  Realized Gains on
  Investment Transactions .....   (0.09)    (0.01)      --      (0.18)    (1.59)      --        --     (0.01)      --        --
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
  Total Distributions .........   (0.69)    (0.61)    (0.61)    (0.76)    (2.25)    (0.62)    (0.75)   (0.80)    (0.82)   (0.84)
                                 -------   -------   -------   -------   -------   -------   -------   -------  -------  -------
Net Asset Value,
End of Period .................    $9.73     $9.63     $9.78     $8.91    $10.21     $9.92     $9.56    $8.90     $9.54    $9.19
                                 =======   =======   =======   =======   =======   =======   =======  =======   =======  =======
  TOTAL RETURN(2) .............    8.57%     4.91%    17.16%    (5.47)%   11.81%    10.40%    16.44%    1.93%    13.51%   12.31%

RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating
  Expenses to Average
  Net Assets ..................    0.80%     0.79%     0.78%     0.88%     1.00%   0.98%(3)   0.96%(3)  1.00%     1.00%    1.00%

  Ratio of Net
  Investment Income
  to Average Net Assets .......    6.25%     6.18%     6.53%     6.07%     6.54%     6.30%     8.06%    8.81%     8.83%    9.15%

  Portfolio Turnover Rate .....     52%      100%      105%       78%      113%      186%      219%      98%      216%      280%

  Net Assets, End of
  Period (in thousands) .......  $126,580  $142,567  $149,223  $121,012  $172,120  $154,031  $114,342  $77,270  $62,302  $25,788
</TABLE>

(1)  THE DATA  PRESENTED  HAS BEEN  RESTATED  TO GIVE EFFECT TO A 10 FOR 1 STOCK
     SPLIT IN THE FORM OF A STOCK DIVIDEND THAT OCCURRED ON NOVEMBER 13, 1993.

(2)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(3)  EXPENSES  ARE SHOWN  NET OF  MANAGEMENT  FEES  WAIVED  BY THE  MANAGER  FOR
     LOW-BALANCE ACCOUNT FEES COLLECTED DURING PERIOD.
    

PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS       9


                        INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

    The funds have adopted certain investment restrictions that are set forth in
the  Statement of Additional  Information.  Those  restrictions,  as well as the
investment objectives of the funds 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 funds have implemented additional investment policies
and  practices  to guide their  activities  in the  pursuit of their  respective
investment  objectives.  These  policies  and  practices,  which  are  described
throughout this Prospectus,  are not designated as fundamental  policies and may
be changed without shareholder approval.

    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.

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

    These funds seek to provide  investors  with income  through  investments in
bonds and other debt instruments.

   
    The  three  funds  differ  in  the  weighted  average  maturities  of  their
portfolios  and  accordingly  in their  degree  of risk and  potential  level of
income.  Generally,  the longer the weighted  average  maturity,  the higher the
yield and the greater the price volatility.
    

    Limited-Term  Bond will  invest  primarily  in  investment  grade  corporate
securities and other debt  instruments  and will  maintain,  under normal market
conditions,  a weighted  average  maturity  of five  years or less.  The fund is
designed  for  investors  seeking a  competitive  level of current  income  with
limited price volatility.

    Intermediate-Term  Bond will invest  primarily in investment grade corporate
securities and other debt  instruments  and will  maintain,  under normal market
conditions,  a  weighted  average  maturity  of three to 10  years.  The fund is
designed  for  investors  seeking  a higher  level  of  current  income  than is
generally  available from shorter-term  corporate and government  securities and
who are willing to accept a greater degree of price fluctuation.

   
    Benham Bond will invest  primarily in investment  grade  corporate bonds and
other debt instruments. Although there is no weighted average portfolio maturity
requirement, the fund will primarily invest in intermediate and long-term bonds.
The fund is designed  for  investors  whose  primary  goal is a level of current
income  higher  than is  generally  provided  by  money  market  or  short-  and
intermediate-term  securities  and who can accept the  generally  greater  price
volatility associated with longer-term bonds.
    

    The value of the  shares of all three of these  funds  will vary from day to
day. See "FUNDAMENTALS OF FIXED INCOME INVESTING," page 12.

    Under normal market conditions,  each fund will maintain at least 65% of the
value of its total assets in investment grade bonds and other debt  instruments.
Under normal  market  conditions,  each of the funds may invest up to 35% of its
assets,  and for  temporary  defensive  purposes,  up to 100% of its assets,  in
short-term money market instruments.

    The manager will  actively  manage the  portfolios,  adjusting  the weighted
average  portfolio  maturities  as necessary in response to expected  changes in
interest rates.  During periods of rising interest rates,  the weighted  average
maturity  of a fund may be moved to the  shorter  end of its  maturity  range in
order to reduce the effect of bond price declines on the fund's net asset value.
When interest rates are falling and bond prices are rising, the weighted average
portfolio maturity may be moved toward the longer end of its maturity range.

   
    To achieve their objectives,  the funds may invest in diversified portfolios
of high- and medium-grade debt securities payable in United States currency. The
funds  may  invest in  securities  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  manager,  as  follows:
short-term notes within the two highest
    


10    INFORMATION REGARDING THE FUNDS       AMERICAN CENTURY INVESTMENTS


categories,  e.g., at least MIG-2 by Moody's  Investor  Services  ("Moody's") or
SP-2  by  Standard  and  Poor's  Corporation   ("S&P");   corporate,   sovereign
government, and municipal bonds within the four highest categories (for example,
at  least  Baa by  Moody's  or BBB by  S&P);  securities  of the  United  States
government and its agencies and instrumentalities (described below); other types
of securities rated at least P-2 by Moody's or A-2 by S&P. According to Moody's,
bonds rated Baa are medium-grade and possess some speculative characteristics. A
BBB rating by S&P indicates S&Ps belief that a security  exhibits a satisfactory
degree of safety and capacity for repayment,  but is more  vulnerable to adverse
economic conditions or changing circumstances.

    The government  securities in which the funds 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  United  States  government  that  are
established  under an act of Congress.  The securities of some of these agencies
and instrumentalities, such as the Government National Mortgage Association, are
guaranteed  as to  principal  and  interest  by the  U.S.  Treasury,  and  other
securities  are  supported by the right of the issuer,  such as the Federal Home
Loan Banks,  to borrow from the Treasury.  Other  obligations,  including  those
issued by the Federal  National  Mortgage  Association and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the instrumentality.

    Mortgage-related   securities   in  which  the  funds  may  invest   include
collateralized mortgage obligations ("CMOs") issued by a United States agency or
instrumentality.  A CMO is a debt security that is collateralized by a portfolio
or pool of mortgages or mortgage-backed  securities.  The issuer's obligation to
make  interest  and  principal  payments  is secured by the  underlying  pool or
portfolio of mortgages or securities.

    The market  value of  mortgage-related  securities,  even those in which the
underlying  pool of mortgage  loans is guaranteed as to the payment of principal
and interest by the United  States  government,  is not insured.  When  interest
rates rise, the market value of those securities may decrease in the same manner
as other debt,  but when  interest  rates  decline,  their  market value may not
increase as much as other debt  instruments  because of the  prepayment  feature
inherent in the  underlying  mortgages.  If such  securities  are purchased at a
premium,  the fund will suffer a loss if the obligation is prepaid.  Prepayments
will be reinvested at prevailing rates,  which may be less than the rate paid by
the prepaid obligation.

    For the purpose of determining the weighted  average  portfolio  maturity of
the funds,  the  manager  shall  consider  the  maturity  of a  mortgage-related
security to be the remaining expected average life of the security.  The average
life of such  securities  is likely to be  substantially  less than the original
maturity as a result of prepayments  of principal on the  underlying  mortgages,
especially  in  a  declining  interest  rate  environment.  In  determining  the
remaining  expected  average  life,  the  manager  makes  assumptions  regarding
prepayments  on underlying  mortgages.  In a rising  interest rate  environment,
those  prepayments  generally  decrease,  and may  decrease  below  the  rate of
prepayment  assumed  by the  manager  when  purchasing  those  securities.  Such
slowdown may cause the remaining maturity of those securities to lengthen, which
will increase the relative  volatility of those  securities and, hence, the fund
holding the securities. See "FUNDAMENTALS OF FIXED INCOME INVESTING," page 12.

    As noted,  each fund may invest up to 35% of its assets,  and for  temporary
defensive  purposes as  determined  by the manager,  up to 100% of its assets in
short-term money market instruments.

    Those instruments may include:

     (1)  Securities  issued  or  guaranteed  by the  U.S.  government  and  its
          agencies and instrumentalities;

     (2)  Commercial Paper;

     (3)  Certificates of Deposit and Euro Dollar Certificates of Deposit;

     (4)  Bankers' Acceptances;

     (5)  Short-term notes, bonds, debentures, or other debt instruments; and

     (6)  Repurchase agreements.

    These  investments  must meet the rating  standards  for the  funds.  To the
extent a fund assumes a defensive position, the weighted average maturity of its
portfolio may not fall within the ranges stated for the fund.


PROSPECTUS                          INFORMATION REGARDING THE FUNDS       11

[line graph - data below]

FUNDAMENTALS OF FIXED INCOME INVESTING

   
HISTORICAL YIELDS

          30-YEAR     20-YEAR      3-MONTH
         TREASURY    TAX-EXEMPT    TREASURY
          BONDS        BONDS        BILLS

1/93        7%           6%           3%
2/93        7%           5%           3%
3/93        7%           6%           3%
4/93        7%           6%           3%
5/93        7%           6%           3%
6/93        7%           5%           3%
7/93        7%           5%           3%
8/93        6%           5%           3%
9/93        6%           5%           3%
10/93       6%           5%           3%
11/93       6%           5%           3%
12/93       6%           5%           3%
1/94        6%           5%           3%
2/94        7%           5%           3%
3/94        7%           6%           4%
4/94        7%           6%           4%
5/94        7%           6%           4%
6/94        8%           6%           4%
7/94        7%           6%           4%
8/94        7%           6%           5%
9/94        8%           6%           5%
10/94       8%           6%           5%
11/94       8%           7%           6%
12/94       8%           6%           6%
1/95        8%           6%           6%
2/95        7%           6%           6%
3/95        7%           6%           6%
4/95        7%           6%           6%
5/95        7%           6%           6%
6/95        7%           6%           6%
7/95        7%           6%           6%
8/95        7%           6%           5%
9/95        7%           6%           5%
10/95       6%           5%           6%
11/95       6%           5%           5%
12/95       6%           5%           5%
1/96        6%           5%           5%
2/96        6%           5%           5%
3/96        7%           6%           5%
4/96        7%           6%           5%
5/96        7%           6%           5%
6/96        7%           6%           5%
7/96        7%           6%           5%
8/96        7%           6%           5%
9/96        7%           6%           5%
10/96       7%           6%           5%
11/96       6%           6%           5%
12/96       7%           6%           5%
1/97        7%           6%           5%
2/97        7%           6%           5%
3/97        7%           6%           5%
4/97        7%           6%           5%
5/97        7%           6%           5%
6/97        7%           6%           5%
7/97        6%           5%           5%
8/97        7%           5%           5%
9/97        6%           5%           5%
10/97       6%           5%           5%
11/97       6%           5%           5%
12/97       6%           5%           5%
    

                             BOND PRICE VOLATILITY

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

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

       1 year        $100.00            $99.06           -0.94%
      3 years         100.00             97.38           -2.62%
     10 years         100.00             93.20           -6.80%
     30 years         100.00             88.69          -11.31%

   
YEARS TO MATURITY
(bar graph - data below)

LIMITED-TERM BOND
Likely Maturities of Individual Holdings                          0-8 years
Expected Weighted Average Portfolio Maturity Range           6 mos.-5 years

INTERMEDIATE-TERM BOND
Likely Maturities of Individual Holdings                         0-20 years
Expected Weighted Average Portfolio Maturity Range               3-20 years

BENHAM BOND
Likely Maturities of Individual Holdings                         0-30 years
Expected Weighted Average Portfolio Maturity Range               8-20 years
    

    Over time, the level of interest rates available in the marketplace changes.
As prevailing rates fall, the prices of bonds and other securities that trade on
a yield basis rise. On the other hand, when prevailing interest rates rise, bond
prices fall.

    Generally,  the longer the maturity of a debt security, the higher its yield
and the greater its price volatility.  Conversely, the shorter the maturity, the
lower the yield but the greater the price stability.

    These factors  operating in the  marketplace  have a similar  impact on bond
portfolios.  A change in the level of interest  rates causes the net asset value
per share of any bond fund,  except money market funds, to change.  If sustained
over time, it would also have the impact of raising or lowering the yield of the
fund.

    In addition to the risk arising from fluctuating  interest rate levels, debt
securities  are  subject to credit  risk.  When a  security  is  purchased,  its
anticipated  yield is  dependent  on the timely  payment by the borrower of each
interest and principal  installment.  Credit analysis and resultant bond ratings
take into account the relative  likelihood  that such timely payment will occur.
As a  result,  lower-rated  bonds  tend to  sell at  higher  yield  levels  than
top-rated bonds of similar maturity.

                           AUTHORIZED QUALITY RANGES

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

Limited-Term Bond         x     x     x     x
Intermediate-Term
   Bond                   x     x     x     x
Benham Bond               x     x     x     x

    In  addition,  as economic,  political  and  business  developments  unfold,
lower-quality  bonds,  which possess  lower levels of protection  with regard to
timely payment,  usually exhibit more price  fluctuation than do  higher-quality
bonds of like maturity.

    The  investment  practices of our fixed income funds take into account these
relationships. The maturity and asset quality of each fund have implications for
the degree of price volatility and the yield level to be expected from each.

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

    For additional information,  see "ADDITIONAL INVESTMENT RESTRICTIONS" in the
Statement of Additional Information.

PORTFOLIO TURNOVER

   
    The  portfolio  turnover  rates of the  funds  are  shown  in the  financial
information on pages 5-9 of this Prospectus.
    

    With respect to each series of shares,  investment decisions to purchase and
sell  securities are based on the  anticipated  contribution  of the security in
question to the particular fund's objectives. The manager


12     INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


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

REPURCHASE AGREEMENTS

    Each fund may invest in repurchase agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of that fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

    The funds will limit repurchase agreement  transactions to securities issued
by the U.S. government, its agencies and instrumentalities,  and will enter into
such  transactions  with  those  banks and  securities  dealers  who are  deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

    Each of the funds may invest in  repurchase  agreements  with respect to any
security  in which  that fund is  authorized  to invest,  even if the  remaining
maturity of the  underlying  security  would make that security  ineligible  for
purchase  by such  fund.  No fund will  invest  more  than 15% of its  assets in
repurchase agreements maturing in more than seven days.

DERIVATIVE SECURITIES

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

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

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

    No fund may invest in a derivative  security  unless the reference  index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a bond  whose  interest  rate is  indexed  to the  return on  two-year
treasury  securities  would be a permissible  investment  (assuming it otherwise
meets the other  requirements for the funds),  while a security whose underlying
value is linked to the price of oil would not be a permissible  investment since
the funds may not invest in oil and gas leases or futures.

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

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


PROSPECTUS                          INFORMATION REGARDING THE FUNDS       13


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

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

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

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

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

FOREIGN SECURITIES

    Each of the  funds  may  invest an  unlimited  amount  of its  assets in the
securities  of  foreign  issuers,  including  foreign  governments,  when  these
securities meet their standards of selection.  Securities of foreign issuers may
trade in the U.S.  or foreign  securities  markets.  The funds will limit  their
purchase  of  debt  securities  to  U.S.  dollar  denominated  investment  grade
obligations. Such securities will be primarily from developed markets.

   
    Investments in foreign securities may present certain risks, including those
resulting from  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.
    

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The funds may, from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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.


14      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


    Since the  secondary  market  for such  securities  is  limited  to  certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize  the effect on such  fund's  liquidity.  No fund may invest
more than 15% of its assets in illiquid  securities  (securities that may not be
sold within seven days at  approximately  the price used in determining  the net
asset value of fund shares).

   
INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

    The funds may invest in the  securities  of issuers with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition,  financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

    The  funds  will not  invest  more  than 5% of  their  total  assets  in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.
    

INTEREST RATE FUTURES CONTRACTS AND  OPTIONS THEREON

    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 options sold, a fund will segregate cash or high-quality debt securities
equal to the value of  securities  underlying  the  option  unless the option is
otherwise covered.

    A fund  will  deposit  in a  segregated  account  with  its  custodian  bank
high-quality debt obligations in an amount equal to the fluctuating market value
of long futures  contracts it has  purchased,  less any margin  deposited on its
long position. It may hold cash or acquire such debt obligations for the purpose
of making these deposits.

    A fund will purchase or sell futures  contracts and options thereon only for
the  purpose of hedging  against  changes in the market  value of its  portfolio
securities  or  changes in the market  value of  securities  that it may wish to
include in its portfolio.  A fund will enter into future and option transactions
only to the extent that the sum of the amount of margin deposits on its existing
futures  positions and premiums paid for related options do not exceed 5% of its
assets.

    Since futures  contracts and options thereon can replicate  movements in the
cash markets for the  securities in which a fund invests  without the large cash
investments  required  for dealing in such  markets,  they may subject a fund to
greater and more volatile risks than might  otherwise be the case. The principal
risks related to the use of such instruments are (1) the offsetting  correlation
between  movements in the market  price of the  portfolio  investments  (held or
intended) being hedged and in the price of the futures contract or option may be
imperfect;  (2)  possible  lack of a liquid  secondary  market for  closing  out
futures or option positions;  (3) the need for additional  portfolio  management
skills  and  techniques;  and  (4)  losses  due to  unanticipated  market  price
movements.  For a hedge to be  completely  effective,  the  price  change of the
hedging instrument should equal the price change of the securities being hedged.
Such  equal  price  changes  are not  always  possible  because  the  investment
underlying the hedging  instrument may not be the same  investment that is being
hedged.

    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


PROSPECTUS                         INFORMATION REGARDING THE FUNDS        15


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.

    See the Statement of Additional  Information for further  information  about
these instruments and their risks.

PERFORMANCE ADVERTISING

    From  time  to  time,  the  funds  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 classes offered by the funds.

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

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

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

    The funds may also include in advertisements data comparing performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically  or may be presented  in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance  including  the  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 funds is historical in nature
and is not intended to represent or guarantee future results.  The value of fund
shares when redeemed may be more or less than their original cost.


16      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

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

HOW TO PURCHASE AND SELL AMERICAN
CENTURY FUNDS

    One or more of the funds  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 a fund, see "INVESTMENT  POLICIES OF THE FUNDS,"
page  10,  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 18.

    We may  discontinue  offering shares  generally in the funds  (including any
class  of  shares  of a 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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

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 a 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 18. 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 Representatives at 1-800-345-3533.


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 a fund's  assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding.  For all  American  Century  funds,  except the funds issued by the
American Century Target  Maturities  Trust, net asset value is determined at 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 value for the 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 a
fund  received  by us or one of our  agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter 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 account
if they are  deposited  before  the time as of which the net asset  value of the
fund is determined.

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

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times. Based on these representations,  the funds have authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the funds' net asset  value next  determined
after acceptance on the funds' behalf by such intermediary.
    

HOW SHARE PRICE IS DETERMINED

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

    The portfolio  securities of each fund, except as otherwise noted, listed or
traded on a domestic  securities  exchange  are valued at the last sale price on
that  exchange.  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


18    ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


converted to dollars at the prevailing foreign  exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
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 a fund's net asset  value is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination  of the prices of many of the  portfolio  securities  used in such
calculation  and the value of a fund's  portfolio  may be  affected on days when
shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net asset  values of the  Investor  Class of the funds are  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  funds  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 funds may make  distributions  on a more
frequent  basis to comply with the  distribution  requirements  of the  Internal
Revenue Code, in all events in a manner  consistent  with the  provisions of the
Investment Company Act.

   
    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 made by check or ACH may be held up to 15 days. You may
elect to have distributions on shares held in certain IRAs 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.
    

TAXES

    Each 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 Advisor Class 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 funds will generally not be subject to current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.

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

TAXABLE ACCOUNTS

    If  Advisor   Class  shares  are   purchased   through   taxable   accounts,
distributions of net investment income


PROSPECTUS                  ADDITIONAL INFORMATION YOU SHOULD KNOW         19


   
and net short-term  capital gains are taxable to you as ordinary income,  except
as described  below.  The dividends from net income of the fixed income funds do
not qualify for the 70% dividends received deduction for corporations since they
are  derived  from  interest  income.  Distributions  from gains on assets  held
greater than 12 months but no more than 18 months (28% rate gain) and/or  assets
held  greater  than 18 months  (20% rate gain) are  taxable as  long-term  gains
regardless of the length of time you have held the shares.  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  (28% or 20%  rate  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 (28% and/or 20% rate gain).

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

   
    Redemption of shares of a 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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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 funds.  Acting pursuant
to an  investment  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  Its principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory


20   ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


services to investment companies and institutional  clients since it was founded
in 1958.

    The manager supervises and manages the investment portfolio of the funds and
directs the purchase and sale of their investment securities.  It utilizes teams
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the funds.  The teams meet regularly to review portfolio
holdings and to discuss purchase and sale activity. The teams adjust holdings in
the funds'  portfolios  and the  funds'  asset mix as they deem  appropriate  in
pursuit  of the  funds'  investment  objectives.  Individual  portfolio  manager
members  of the  teams may also  adjust  portfolio  holdings  of the funds or of
sectors of the funds as necessary between team meetings.

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

    NORMAN E.  HOOPS,  Senior  Vice  President  and  Portfolio  Manager,  joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April 1993, he became Senior Vice President.

    JEFFREY L. HOUSTON, Portfolio Manager, has worked for American Century since
November 1990.

    The  activities  of the manager are subject only to directions of the funds'
Board of  Directors.  The  manager  pays all the  expenses  of the funds  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 funds,  the manager
receives an annual fee at the following rates:

    *    0.45% of the average net assets of Limited-Term Bond;

    *    0.50% of the average net assets of Intermediate-Term Bond; and

    *    0.55% of the average net assets of Benham Bond.

    On the first business day of each month,  each fund pays a management fee to
the  manager  for the  previous  month at the  specified  rate.  The fee for the
previous month is calculated by multiplying  the applicable fee for such fund by
the  aggregate  average daily closing value of each fund's net assets during the
previous  month by a fraction,  the  numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).

CODE OF ETHICS

    The funds 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 funds' portfolios
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

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

    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.

    The manager and the 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.

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc. (FDI) serves as the  Co-Administrator  for the funds.  FDI is
responsible for (i) providing  certain  officers of the funds and (ii) reviewing
and filing  marketing and sales  literature on behalf of the funds. The fees and
expenses of FDI are paid by the manager out of its unified fee.
    


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       21


DISTRIBUTION OF FUND SHARES

   
    The funds' shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions in the funds offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
funds are paid by the manager.
    

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 funds' Board of Directors and the initial shareholder
of  the  funds'  Advisor  Class  shares  have  approved  and  adopted  a  Master
Distribution and Shareholder  Services Plan (the "Plan").  Pursuant to the Plan,
each fund pays 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,   as  paying   agent  for  the  funds,   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., issuer of the funds, 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 funds 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  three  classes of each of the funds:  an Investor
Class,  a Service  Class,  and the  Advisor  Class.  The shares  offered by this
Prospectus are Advisor Class shares.

    The Investor  Class is primarily  made  available to retail  investors.  The
Service  Class 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 classes have 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


22    ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


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

    Except as described  below,  all classes of shares of a 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
for those  matters  which must be voted on  separately by the series or class of
shares affected.  Matters affecting only one series or class are voted upon only
by that series or class.

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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 funds 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 funds' by-laws,  the holders of shares representing at
least  10% of the  votes  entitled  to be cast may  request  the funds to hold a
special meeting of  shareholders.  The manager 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


                                     NOTES


                                                         NOTES       25


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

   
WWW.AMERICANCENTURY.COM
    

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

9802           [recycled logo]
SH-BKT-11433      Recycled
<PAGE>
                                   PROSPECTUS

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

   
                                  MARCH 1, 1998
    

                                    AMERICAN
                                     CENTURY
                                      GROUP

                                    Balanced

INVESTOR CLASS

                         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(reg. tm)                 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
- -------------------------------------------------------------------------------
                                  Balanced


                                  PROSPECTUS

   
                                 MARCH 1, 1998
    

                                   Balanced

                                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 that seeks
capital  growth  and  current  income  is  described  in  this  Prospectus.  Its
investment objective is listed on page 2 of this Prospectus. 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 March 1, 1998,  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 BALANCED FUND

The Balanced fund seeks capital growth and current  income.  It is  management's
intention to maintain  approximately  60% of the fund's  assets in common stocks
that are  considered  by management  to have  better-than-average  prospects for
appreciation and the remainder in bonds and other fixed income securities.

There is no assurance that the fund will achieve its investment 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

Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4
Financial Highlights ......................................................    5

INFORMATION REGARDING THE FUND
Investment Policies of the Fund ...........................................    6
   Investment Approach ....................................................    6
   Equity Investments .....................................................    6
   Fixed Income Investments ...............................................    6

   
Other Investment Practices, Their Characteristics
   and Risks ..............................................................    7
   Foreign Securities .....................................................    7
   Forward Currency Exchange Contracts ....................................    7
   Portfolio Turnover .....................................................    8
   Repurchase Agreements ..................................................    8
   Futures and Options ....................................................    9
   Derivative Securities ..................................................    9
   When-Issued Securities .................................................   10
   Rule 144A Securities ...................................................   10
      Investments in Companies with
           Limited Operating History ......................................   10
      Short Sales .........................................................   11
 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 ..............................   14
           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 ................................................   15
      Special Requirements for Large Redemptions ..........................   15
      Redemption of Shares in Low-Balance Accounts ........................   15
 Signature Guarantee ......................................................   15

 Special Shareholder Services .............................................   16
           Automated Information Line .....................................   16
           Online Account Access ..........................................   16
           Open Order Service .............................................   16
           Tax-Qualified Retirement Plans .................................   16

 Important Policies Regarding Your Investments ............................   16
 Reports to Shareholders ..................................................   17
Employer-Sponsored Retirement Plans and
   Institutional Accounts .................................................   18

ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ...............................................................   19
   When Share Price Is Determined .........................................   19
   How Share Price Is Determined ..........................................   19
   Where to Find Information About Share Price ............................   20

Distributions .............................................................   20
Taxes .....................................................................   20
   Tax-Deferred Accounts ..................................................   20
   Taxable Accounts .......................................................   21
Management ................................................................   22
   Investment Management ..................................................   22
   Code of Ethics .........................................................   23
   Transfer and Administrative Services ...................................   23
Distribution of Fund Shares ...............................................   24
Further Information About American Century ................................   24


   PROSPECTUS                                          TABLE OF CONTENTS    3


                    TRANSACTION AND OPERATING EXPENSE TABLE
                                                                       Balanced
 SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases ...............................  none
Maximum Sales Load Imposed on Reinvested Dividends ....................  none
Deferred Sales Load ...................................................  none
Redemption Fee(1) .....................................................  none
Exchange Fee ..........................................................  none

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

Management Fees(2) .................................................... 1.00%
12b-1 Fees ............................................................  none
Other Expenses(3) ..................................................... 0.00%
Total Fund Operating Expenses ......................................... 1.00%

 EXAMPLE:

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

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

   
(2) A  portion  of the  management  fee  may be paid by the  funds'  manager  to
    unaffiliated  third  parties who provide  recordkeeping  and  administrative
    services  that would  otherwise be performed  by an affiliate  manager.  See
    "Management -- Transfer and Administrative Services," page 23.
    

(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, were less than 0.01 of 1% of average net assets for
    the most recent fiscal year.

    The purpose of this table is to help you  understand  the various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of Balanced 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
three other classes of shares, primarily to institutional  investors,  that have
different fee  structures  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 fees will result in different  performance  for the other classes.
For additional  information about the various classes,  see "Further Information
About American Century," page 24.


4    TRANSACTION AND OPERATING EXPENSE TABLE        AMERICAN CENTURY INVESTMENTS
   
<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                   BALANCED

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                    1997     1996      1995      1994      1993      1992      1991      1990      1989     1988(1)
PER-SHARE DATA

Net Asset Value,
<S>                                <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>   
Beginning of Period .............  $18.55   $17.70    $15.94    $16.52    $14.89    $15.11    $10.89    $11.84    $10.13    $10.22
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
Income From Investment
Operations

  Net Investment
  Income ........................  0.40(2)  0.44(2)  0.48(2)     0.42      0.38      0.33      0.38       0.41      0.37     0.01

  Net Realized and
  Unrealized Gain (Loss)
  on Investment
  Transactions ..................  2.41      1.88      2.03     (0.58)     1.62     (0.23)     4.22     (0.62)     1.71     (0.10)
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

  Total From Investment
  Operations ....................  2.81      2.32      2.51     (0.16)     2.00      0.10      4.60     (0.21)     2.08     (0.09)
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Distributions

  From Net Investment
  Income ........................  (0.43)   (0.46)    (0.48)    (0.42)    (0.37)    (0.32)    (0.38)    (0.42)    (0.37)       --

  From Net Realized
  Gains on Investment
  Transactions ..................  (1.38)   (1.01)    (0.27)       --       --        --        --      (0.32)      --         --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

  Total Distributions ...........  (1.81)   (1.47)    (0.75)    (0.42)    (0.37)    (0.32)    (0.38)    (0.74)    (0.37)       --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Net Asset Value,
End of Period ................... $19.55    $18.55    $17.70    $15.94    $16.52    $14.89    $15.11    $10.89    $11.84    $10.13
                                  =======   =======   =======   =======   =======   =======   =======   =======   =======   =======

  Total Return(3) ............... 16.34%    14.04%    16.36%    (0.93)%    13.64%    0.63%    42.92%    (2.10)%   20.94%    (0.88)%

 RATIOS/SUPPLEMENTAL DATA

  Ratio of Operating 
  Expenses to
  Average Net Assets ............  1.00%     0.99%     0.98%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%(4)

  Ratio of Net
  Investment Income to
  Average Net Assets ............  2.15%     2.5%      2.9%      2.7%      2.4%      2.4%      3.1%      3.8%       4.2%     4.4%(4)

  Portfolio Turnover Rate .......   110%      130%      85%       94%       95%      100%      116%      104%       171%      99%(4)

  Average Commission
  Paid per Share of 
  Equity Security Traded ........$0.0371   $0.0400   $0.0390     --(5)     --(5)     --(5)     --(5)     --(5)     --(5)      --(5)

  Net Assets, End of
  Period (in millions) ..........  $926       $879     $816      $704      $706      $654       $255      $66       $30       $3

</TABLE>
(1) October 20, 1988 (Inception) through October 31, 1988.

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

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

(4) Annualized.

(5) Disclosure of average  commission  paid per share of equity  security traded
    was not required prior to the year ended October 31, 1995.
    

    PROSPECTUS                                      FINANCIAL HIGHLIGHTS     5


                        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.

INVESTMENT APPROACH

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

EQUITY INVESTMENTS

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

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

FIXED INCOME INVESTMENTS

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

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

    It is the manager's  intention to invest the fund's fixed income holdings in
high-grade  securities.  At least 80% of fixed income assets will be invested in
securities which at the time of purchase are rated


6     INFORMATION REGARDING THE FUND             AMERICAN CENTURY INVESTMENTS


within the three  highest  categories  by a  nationally  recognized  statistical
rating organization [at least A by Moody's Investors Service,  Inc. (Moody's) or
Standard & Poor's Corp. (S&P)].

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

 OTHER INVESTMENT PRACTICES, THEIR  CHARACTERISTICS AND RISKS

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

FOREIGN SECURITIES

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

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

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse  movements in exchange rates between  currencies,
the fund may, for hedging purposes only,  enter into forward  currency  exchange
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

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

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


   PROSPECTUS                            INFORMATION REGARDING THE FUND      7


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

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

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

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

PORTFOLIO TURNOVER

   
    The  portfolio  turnover  rate  of  the  fund  is  shown  in  the  financial
information on page 5 of this Prospectus.
    

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution of the security in question to the fund's  objectives.
The 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.

REPURCHASE AGREEMENTS

    The fund may invest in repurchase  agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of the fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

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

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


8     INFORMATION REGARDING THE FUND             AMERICAN CENTURY INVESTMENTS


   
FUTURES AND OPTIONS

    The fund may invest in financial  futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator, or security underlying the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager  is able to expose to the  market  cash that is held by the fund to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager  believes that the use of futures and options thereon allows the fund to
be fully invested while maintaining the needed liquidity.

    The fund will not  purchase  leveraged  futures.  When a fund  enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.
    

DERIVATIVE SECURITIES

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

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

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

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

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

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

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


PROSPECTUS                                  INFORMATION REGARDING THE FUND    9


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

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

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

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

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The fund may,  from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the fund's
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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
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).

   
INVESTMENTS IN COMPANIES WITH  LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition, financial and other informa-


10     INFORMATION REGARDING THE            FUND AMERICAN CENTURY INVESTMENTS


tion regarding such issuers, when available, may be incomplete or inaccurate.

    Balanced will not invest more than 5% of its total assets in the  securities
of issuers  with less than a  three-year  operating  history.  The manager  will
consider periods of capital formation,  incubation,  consolidation, and research
and development in determining whether a particular issuer has a record of three
years of continuous operation.
    

SHORT SALES

   
    The fund may engage in short  sales if, at the time of the short  sale,  the
fund owns or has the right to acquire  securities  equivalent in kind and amount
to the securities being sold short.  Such  transactions  allow the fund to hedge
against price fluctuations by locking in a sale price for securities it does not
wish to sell immediately.
    

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

 PERFORMANCE ADVERTISING

    From time to time, the fund may advertise performance data. Fund performance
may be shown  by  presenting  one or more  performance  measurements,  including
cumulative total return, average annual total return and yield. Performance data
may be quoted separately for the Investor Class and 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 a fund's  income over a stated period of time
expressed as a percentage of the fund's share price.

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

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

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

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


   PROSPECTUS                            INFORMATION REGARDING THE FUND      11


                 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 AMERICAN CENTURY INVESTMENTS

    The Balanced Fund 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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

 INVESTING IN AMERICAN CENTURY

    The  following  section  explains how to invest in American  Century  funds,
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 the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 18.

 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 IRA and Uniform Gifts/Transfers
to Minors Acts  ("UGMA/UTMA")  accounts].  These  minimums will be waived if you
establish an automatic investment plan to your account that is the equivalent of
at least $50 per month. See "Automatic Investment Plan," page 13.

    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


12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


   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.

* 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  Traditional  IRA, Roth IRA,  Education 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 page
14 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 a previous statement or confirmation.  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.


   PROSPECTUS            HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS    13


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  Trust, and at the close of the Exchange for
all of our other funds. See "When Share Price is Determined," page 19.

    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.

    If, in any 90-day period,  the total of your exchanges and your  redemptions
from any one account  exceeds the lesser of $250,000 or 1% of the fund's assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions.  See "Special  Requirements for Large Redemptions,"
page 15.

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 can make exchanges over the telephone  (either with an Investor Services
Representative  or using our Automated  Information  Line -- see page 16) 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 get 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 complete  redemption request
is received. (For large redemptions, please read "Special Requirements for Large
Redemptions," page 15.)

    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 or request a  brochure,  please  call an
Investor Services Representative.

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 to 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


14 HOW TO INVEST WITH AMERICAN CENTURY  INVESTMENTS AMERICAN CENTURY INVESTMENTS


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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

    We have elected to be governed by  Rule18f-1  under the  Investment  Company
Act, which obligates the fund make certain redemptions in cash. This requirement
to pay redemptions in cash applies to situations where one shareholder  redeems,
during any 90-day  period,  up to the lesser of  $250,000 or 1% of the assets of
the fund.  Although  redemptions in excess of this limitation will also normally
be paid in cash, we reserve the right under unusual circumstances to honor these
redemptions  by  making  payment  in  whole  or in  part in  readily  marketable
securities (a "redemption-in-kind").

    If payment is made in  securities,  the  securities  will be selected by the
fund,  will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

    If your redemption would exceed this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

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

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 to either bring the value
of the shares held in the account up to the minimum or to establish an automatic
investment that is the equivalent of at least $50 per month. See "How to Open an
Account,"  page 12. 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  would be
required when:

    *    redeeming more than $25,000; or

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

    You can 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.


    PROSPECTUS           HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS    15


    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 daily share prices,  receive updates on major
market  indexes and view  historical  performance  of your funds.  If you select
"Full Services" on your  application,  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  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 person.  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 on the following  page, as well as further  detail about the
services we offer.


16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


  (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.

  (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.


  PROSPECTUS             HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS   17


    Each year,  we will send you an annual and a semiannual  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  semiannual  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  an  Institutional   Service  Repre-  sentative  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.


18 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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares  received by us or one of our agents or  designees  before the time as of
which the net asset value of the fund is determined,  are effective on, and will
receive the price  determined,  that day.  Investment,  redemption  and exchange
requests received  thereafter are effective on, and receive the price determined
as of, the close of the Exchange on, the next day the Exchange is open.
    

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the fund is determined.

    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  of the fund is
determined, will receive that day's price. 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 requests to the fund's transfer agent prior to the applicable cut-off
time for receiving  orders and to make payment for any purchase  transactions in
accordance with the fund's  procedures or any contractual  arrangements with the
fund or the fund's distributor in order for you to receive that day's price.

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.
    

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.


    PROSPECTUS                    ADDITIONAL INFORMATION YOU SHOULD KNOW    19


    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 exchanged to dollars at the  prevailing  foreign
exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

 DISTRIBUTIONS

    Distributions  from net investment  income are declared and paid  quarterly.
Distributions from net realized  securities gains, if any, are declared and paid
once a year,  but the fund may make  distributions  on a more frequent  basis to
comply with the  distribution  requirements  of the  Internal  Revenue  Code 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 certain IRAs 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.
    

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

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

 TAXES

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

TAX-DEFERRED ACCOUNTS

    If 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 funds will generally not be subject to current
taxation,  but will  accumulate in your account under the plan on a tax-deferred
basis.


20   ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


    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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  greater  than 12 months but no more than 18 months (28% rate gain)  and/or
assets held  greater  than 18 months  (20% rate gain) are  taxable as  long-term
gains  regardless of the length of time you have held the shares.  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 (28% or 20% rate gain) to you with
respect to such shares.
    

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

   
    If more than 50% of the value of the fund's  total assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such  fiscal  year so that fund  shareholders  may be able to claim a
foreign tax credit in lieu of a deduction  for foreign  income taxes paid by the
fund.  If such an election is made,  the foreign  taxes paid by the fund will be
treated as income  received by you. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.

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

    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 (28% and/or 20% rate gain).
    

    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 a fund pays


 PROSPECTUS                       ADDITIONAL INFORMATION YOU SHOULD KNOW      21


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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. If a loss is realized on the redemption of fund shares, the reinvestment
in additional  fund shares within 30 days before or after the  redemption may be
subject to the "wash sale" rules of the Code, resulting in a postponement of the
recognition of such loss for federal income tax purposes.
    

 MANAGEMENT

INVESTMENT MANAGEMENT

    Under  the  laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible  for managing the business and affairs of the fund.  Acting pursuant
to an investment advisory agreement entered into with the fund, 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 a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the  portfolio  as it deems  appropriate  in pursuit  of the  fund's  investment
objectives.  Individual  portfolio  manager  members of the team may also adjust
portfolio holdings of the fund as necessary between team meetings.

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

   
    JAMES E. STOWERS III, Chief Executive Officer and Portfolio Manager,  joined
American  Century in 1981.  He is a member of the team that  manages  the equity
portion of Balanced.
    

    BRUCE A. WIMBERLY,  Portfolio Manager,  joined American Century in September
1994 as an Investment  Analyst, a position he held until July 1996. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Wimberly attended Kellogg Graduate School of Management, Northwestern University
from  August 1992 to August  1994,  where he  obtained  his MBA degree.  He is a
member of the team that manages the equity portion of Balanced.

   
    JOHN R. SYKORA, Portfolio Manager, joined American Century in May 1994 as an
Investment  Analyst,  a position he held until August 1997.  At that time he was
promoted to Portfolio  Manager.  Prior to joining American  Century,  My. Sykora
served as a Financial  Analyst for Business Men's Assurance  Company of America,
Kansas City, Missouri,  from August 1993 to April 1994. Prior to that Mr. Sykora
attended  Michigan State  University  where he obtained his MBA degree.  He is a
member of the team that manages the equity portion of Balanced.
    


22    ADDITIONAL INFORMATION YOU SHOULD KNOW      AMERICAN CENTURY INVESTMENTS


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

    JEFFREY L. HOUSTON, Portfolio Manager, has worked for American Century since
November  1990. He is a member of the team that manages the fixed income portion
of Balanced.

    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 of 1% of the average net assets.

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

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  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 those funds.

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.

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

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible
    


  PROSPECTUS                 ADDITIONAL INFORMATION YOU SHOULD KNOW       23


   
for (i)  providing  certain  officers of the fund and (ii)  reviewing and filing
marketing and sales  literature on behalf of the fund.  The fees and expenses of
FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
fund are paid by the manager.
    

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American Century Mutual Funds,  Inc., the issuer of the funds, 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  phone  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 four classes of the fund:  an Investor  Class,  an
Institutional  Class, a Service 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 classes of shares are primarily offered to institutional investors
or  through  institutional  distribution  channels,  such as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  The other  classes have  different  fees,  expenses,
and/or minimum  investment  requirements than the 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.  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 a fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only  differences  among the various classes are (a) each class
may be subject to different  expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely  affecting such class,  (d) each class may
have different exchange privileges,  and (e) the Institutional Class may provide
for automatic  conversion  from that class into shares of the Investor  Class of
the same fund.
    

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the votes cast in an election of directors can elect all of the
directors if they choose to do so, and in such event


  24  ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


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.


   PROSPECTUS                     ADDITIONAL INFORMATION YOU SHOULD KNOW   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

   
WWW.AMERICANCENTURY.COM
    


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

9803           [recycled logo]
SH-BKT-11415      Recycled
<PAGE>
                                  PROSPECTUS

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

   
                                 MARCH 1, 1998
    

                                   AMERICAN
                                    CENTURY
                                     GROUP

                                   Balanced

ADVISOR CLASS

                         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
- -------------------------------------------------------------------------------
        Benham                American Century           Twentieth Century
     Group(reg. tm)                 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
- -------------------------------------------------------------------------------
                                  Balanced


   
                                  PROSPECTUS
                                 MARCH 1, 1998
    

                                   Balanced
                                 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
that seeks capital  growth and current  income is described in this  Prospectus.
Its investment objective is listed on page 2 of this Prospectus. 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 Rule 12b-1  shareholder  services  and  distribution
fees as described in this Prospectus.

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

   
    This Prospectus  gives you  information  about the fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.  Additional  information  is included in the  Statement of Additional
Information  dated March 1, 1998,  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 BALANCED FUND

    The  Balanced  fund  seeks  capital  growth  and  current   income.   It  is
management's  intention to maintain  approximately  60% of the fund's  assets in
common stocks that are  considered  by  management  to have  better-than-average
prospects  for  appreciation  and the  remainder in bonds and other fixed income
securities.


  There is no assurance that the fund will achieve its investment 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

   
Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4
Financial Highlights ......................................................    5
Performance Information of Other Class ....................................    6

INFORMATION REGARDING THE FUND
Investment Policies of the Fund ...........................................    7
   Investment Approach ....................................................    7
   Equity Investments .....................................................    7
   Fixed Income Investments ...............................................    7
Other Investment Practices, Their Characteristics
and Risks .................................................................    8
   Foreign Securities .....................................................    8
   Forward Currency Exchange Contracts ....................................    8
   Portfolio Turnover .....................................................    9
   Repurchase Agreements ..................................................    9
   Futures and Options ....................................................   10
   Derivative Securities ..................................................   10
   When-Issued Securities .................................................   11
   Rule 144A Securities ...................................................   11
      Investments in Companies with
           Limited Operating History ......................................   11
      Short Sales .........................................................   12
 Performance Advertising ..................................................   12
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
How to Purchase and Sell American
Century Funds .............................................................   13
How to Exchange from One American Century
Fund to Another ...........................................................   13
How to Redeem Shares ......................................................   13
   Special Requirements for Large Redemptions .............................   13
Telephone Services ........................................................   14
   Investors Line .........................................................   14

ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ...............................................................   15
   When Share Price Is Determined .........................................   15
   How Share Price Is Determined ..........................................   15
   Where to Find Information About Share Price ............................   16
Distributions .............................................................   16
Taxes .....................................................................   16
   Tax-Deferred Accounts ..................................................   16
   Taxable Accounts .......................................................   17
Management ................................................................   18
   Investment Management ..................................................   18
   Code of Ethics .........................................................   19
   Transfer and Administrative Services ...................................   19
Distribution of Fund Shares ...............................................   19
   Service and Distribution Fees ..........................................   19
Further Information About American Century ................................   20


  PROSPECTUS                                        TABLE OF CONTENTS     3


                    TRANSACTION AND OPERATING EXPENSE TABLE

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

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

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

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

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

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

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

     The shares offered by this  Prospectus  are Advisor Class shares.  The fund
offers three other classes of shares,  one of which is primarily  made available
to retail  investors and two that are primarily made available to  institutional
investors.  The other  classes have  different fee  structures  than the Advisor
Class.  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 20.


   4   TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


   
                             FINANCIAL HIGHLIGHTS

                                   BALANCED

  The sale of the  Advisor  Class of the fund  commenced  on  January  6,  1997.
Performance  information  of the  original  class  of  shares,  which  commenced
operations on October 20, 1988, is presented on page 6.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                       1997(1)

PER-SHARE DATA

Net Asset Value at Beginning of Period ......................   $     17.46
                                                                -----------

Income from Investment Operations
  Net Investment Income(2) ..................................          0.29
  Net Realized and Unrealized Loss on Investment Transactions          2.04
                                                                -----------
  Total From Investment Operations ..........................          2.33
                                                                -----------

Distributions
  From Net Investment Income ................................         (0.24)
                                                                -----------

Net Asset Value, End of Period ..............................   $     19.55
                                                                ===========

TOTAL RETURN(3) .............................................         13.42%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...........          1.25%(4)

Ratio of Net Investment Income to Average Net Assets ........          1.90%(4)

Portfolio Turnover Rate .....................................           110%

Average Commission Paid per Share of Equity Security Traded .   $    0.0371

Net Assets, End of Period (in thousands) ....................   $     5,724


(1)  January 6, 1997 (commencement of sale) through October 31, 1997.

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

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

(4)  Annualized.


    PROSPECTUS                                     FINANCIAL HIGHLIGHTS    5


<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                   BALANCED

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

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge. The Financial Highlights for the fiscal years ended on or before October
31, 1996, have been audited by other  independent  auditors whose report thereon
is incorporated by reference into the Statement of Additional  information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                    1997      1996      1995      1994      1993      1992      1991      1990      1989    1988(1)
PER-SHARE DATA

Net Asset Value,
<S>                               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>   
Beginning of Period ..............$18.55    $17.70    $15.94    $16.52    $14.89    $15.11    $10.89    $11.84    $10.13    $10.22
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Income From Investment Operations

  Net Investment Income ..........0.40(2)   0.44(2)   0.48(2)     0.42      0.38      0.33      0.38      0.41      0.37      0.01

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions .....  2.41      1.88      2.03    (0.58)      1.62     (0.23)     4.22     (0.62)     1.71     (0.10)
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
  Total From Investment
  Operations .....................  2.81      2.32      2.51     (0.16)     2.00      0.10      4.60     (0.21)     2.08     (0.09)
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Distributions

  From Net Investment Income ..... (0.43)    (0.46)    (0.48)    (0.42)    (0.37)    (0.32)    (0.38)    (0.42)    (0.37)     --

  From Net Realized Gains
  on Investment Transactions ..... (1.38)    (1.01)    (0.27)     --        --        --        --       (0.32)     --        --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

  Total Distributions ............ (1.81)    (1.47)    (0.75)    (0.42)    (0.37)    (0.32)    (0.38)    (0.74)    (0.37)     --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Net Asset Value, End of Period ...$19.55    $18.55    $17.70    $15.94    $16.52    $14.89    $15.11    $10.89    $11.84    $10.13
                                  =======   =======   =======   =======   =======   =======   =======   =======   =======   =======

  Total Return(3) ................ 16.34%    14.04%    16.36%   (0.93)%    13.64%     0.63%    42.92%   (2.10)%    20.94%   (0.88)%

 RATIOS/SUPPLEMENTAL DATA
  Ratio of Operating Expenses to
  Average Net Assets .............  1.00%    0.99%     0.98%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%(4)

  Ratio of Net Investment
  Income to Average Net Assets ... 2.15%      2.5%      2.9%      2.7%      2.4%      2.4%      3.1%      3.8%      4.2%     4.4%(4)

  Portfolio Turnover Rate ........  110%      130%       85%       94%       95%      100%      116%      104%      171%      99%(4)

  Average Commission 
  Paid per Share of 
  Equity Security Traded ........$0.0371   $0.0400   $0.0390     --(5)     --(5)     --(5)     --(5)     --(5)    --(5)     --(5)

  Net Assets, End of
  Period (in millions) ...........  $926      $879      $816      $704      $706      $654      $255       $66       $30        $3
</TABLE>

(1)  October 20, 1988 (inception) through October 31, 1988.

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

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

(4)  Annualized.

(5)  Disclosure of average  commission  paid per share of equity security traded
     was not required prior to the year ended October 31, 1995.
    

   6  PERFORMANCE INFORMATION OF OTHER CLASS   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.

INVESTMENT APPROACH

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

EQUITY INVESTMENTS

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

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

FIXED INCOME INVESTMENTS

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

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

    It is the manager's  intention to invest the fund's fixed income holdings in
high-grade securities. At least 80% of fixed income assets will be invested in


    PROSPECTUS                         INFORMATION REGARDING THE FUND    7


securities  which at the time of  purchase  are rated  within the three  highest
categories by a nationally recognized  statistical rating organization [at least
A by Moody's  Investors  Service,  Inc.  (Moody's)  or  Standard & Poor's  Corp.
(S&P)].

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

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS AND RISKS

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

FOREIGN SECURITIES

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

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

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse  movements in exchange rates between  currencies,
the fund may, for hedging purposes only,  enter into forward  currency  exchange
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

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

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


    8  INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


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

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

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

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

PORTFOLIO TURNOVER

    The  portfolio  turnover  rate  of  the  fund  is  shown  in  the  financial
information on pages 5 and 6 of this Prospectus.

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution of the security in question to 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.

REPURCHASE AGREEMENTS

    The fund may invest in repurchase  agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of the fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

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

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


     PROSPECTUS                           INFORMATION REGARDING THE FUND  9


   
FUTURES AND OPTIONS

    The fund may invest in financial  futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator, or security underlying the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager  is able to expose to the  market  cash that is held by the fund to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager  believes that the use of futures and options thereon allows the fund to
be fully invested while maintaining the needed liquidity.

    The fund will not  purchase  leveraged  futures.  When a fund  enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.
    

DERIVATIVE SECURITIES

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

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

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

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

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

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

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


   10   INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


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

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

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

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

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The fund may,  from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the fund's
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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).

   
INVESTMENTS IN COMPANIES WITH  LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition, financial


   PROSPECTUS                          INFORMATION REGARDING THE FUND    11


and other information regarding such issuers, when available,  may be incomplete
or inaccurate.

    Balanced will not invest more than 5% of its total assets in the  securities
of issuers  with less than a  three-year  operating  history.  The manager  will
consider periods of capital formation,  incubation,  consolidation, and research
and development in determining whether a particular issuer has a record of three
years of continuous operation.
    

SHORT SALES

   
    The fund may engage in short  sales if, at the time of the short  sale,  the
fund owns or has the right to acquire  securities  equivalent in kind and amount
to the securities being sold short.  Such  transactions  allow the fund to hedge
against price fluctuations by locking in a sale price for securities it does not
wish to sell immediately.
    

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

PERFORMANCE ADVERTISING

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

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

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

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

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

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

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


    12  INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

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

HOW TO PURCHASE AND SELL AMERICAN CENTURY FUNDS

    The  Balanced  Fund  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 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
how to select American Century funds.

    If you have questions about the fund, see "Investment Policies of the Fund,"
page 7, or call an 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 15.

    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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

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.

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

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 15. If you have any questions  about how to redeem,
contact  your  plan   administrator,   employee   benefits  office,  or  service
representative at your financial intermediary, as applicable.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

    We have elected to be governed by  Rule18f-1  under the  Investment  Company
Act, which obligates the fund to redeem shares in cash, with respect to any


     PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS    13


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

    If you  expect  to make a large  redemption  and  would  like to  avoid  any
possibility of being paid in  securities,  you may do so by providing us with an
unconditional  instruction to redeem at least 15 days prior to the date on which
the redemption  transaction is to occur. The instruction must specify the dollar
amount  or number of  shares  to be  redeemed  and the date of the  transaction.
Receipt of your  instruction 15 days prior to the transaction  provides the fund
with  sufficient  time  to  raise  the  cash  in an  orderly  manner  to pay the
redemption  and thereby  minimizes the effect of the  redemption on the fund and
its remaining shareholders.

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

TELEPHONE SERVICES

INVESTORS LINE

    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 an Institutional Service Representative at 1-800-345-3533.


14 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 the 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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares of a fund  received  by us or one of our agents or  designees  before the
time as of which the net asset value of the fund is  determined,  are  effective
on, and will receive the price determined, that day. Investment,  redemption and
exchange  requests  received  thereafter are effective on, and receive the price
determined as of, 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 time as of which the net asset value of the
fund is determined.

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

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.
    

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


    PROSPECTUS ADDITIONAL                INFORMATION YOU SHOULD KNOW    15


Stock Exchange,  if that is earlier.  That value is then exchanged to dollars at
the prevailing foreign exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

DISTRIBUTIONS

    Distributions  from net investment  income are declared and paid  quarterly.
Distributions from net realized  securities gains, if any, are declared and paid
once a year,  but the fund may make  distributions  on a more frequent  basis to
comply with the  distribution  requirements of the Internal Revenue Code, in all
events in a manner consistent with the provisions of the Investment Company Act.

   
    Participants in employer-sponsored retirement or savings plans must reinvest
all  distributions.   For  shareholders   investing  through  taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distribution  made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs 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.
    

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

    If 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.


   16 ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  greater  than 12 months but no more than 18 months (28% rate gain)  and/or
assets held  greater  than 18 months  (20% rate gain) are  taxable as  long-term
gains  regardless of the length of time you have held the shares.  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 (28% or 20% rate gain) to you with
respect to such shares.
    

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

   
    If more than 50% of the value of the fund's  total assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such  fiscal  year so that fund  shareholders  may be able to claim a
foreign tax credit in lieu of a deduction  for foreign  income taxes paid by the
fund.  If such an election is made,  the foreign  taxes paid by the fund will be
treated as income  received by you. In order for the  shareholder to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.

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

    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 (28% and/or 20% rate gain).

    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 a 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, either we or your


    PROSPECTUS                ADDITIONAL INFORMATION YOU SHOULD KNOW    17


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

   
    Redemption of shares of the fund (including  redemptions made in an exchange
transaction)  will be a taxable  transaction for federal income tax purposes and
shareholders  will  generally  recognize  gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. If a loss is realized on the redemption of fund shares, the reinvestment
in additional  fund shares within 30 days before or after the  redemption may be
subject to the "wash sale" rules of the Code, resulting in a postponement of the
recognition of such loss for federal income tax purposes.
    

MANAGEMENT

INVESTMENT MANAGEMENT

    Under  the  laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible  for managing the business and affairs of the fund.  Acting pursuant
to an investment advisory agreement entered into with the fund, 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 a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the  portfolio  as it deems  appropriate  in pursuit  of the  fund's  investment
objectives.  Individual  portfolio  manager  members of the team may also adjust
portfolio holdings of the fund as necessary between team meetings.

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

   
    JAMES E. STOWERS III, Chief Executive Officer and Portfolio Manager,  joined
American  Century in 1981.  He is a member of the team that  manages  the equity
portion of Balanced.
    

    BRUCE A. WIMBERLY,  Portfolio Manager,  joined American Century in September
1994 as an Investment  Analyst, a position he held until July 1996. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Wimberly attended Kellogg Graduate School of Management, Northwestern University
from  August 1992 to August  1994,  where he  obtained  his MBA degree.  He is a
member of the team that manages the equity portion of Balanced.

   
    JOHN R. SYKORA, Portfolio Manager, joined American Century in May 1994 as an
Investment  Analyst,  a position he held until August 1997.  At that time he was
promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr. Sykora
served as a Financial  Analyst for Business Men's Assurance  Company of America,
Kansas City, Missouri,  from August 1993 to April 1994. Prior to that Mr. Sykora
attended  Michigan State  University  where he obtained his MBA degree.  He is a
member of the team that manages the equity portion of Balanced.
    

    NORMAN E.  HOOPS,  Senior  Vice  President  and  Portfolio  Manager,  joined
American Century as Vice President and Portfolio Manager in November 1989.


   18  ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


In April 1993, he became Senior Vice President.  He is a member of the team that
manages the fixed income portion of Balanced.

    JEFFREY L. HOUSTON, Portfolio Manager, has worked for American Century since
November  1990. He is a member of the team that manages the fixed income portion
of Balanced.

    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 of 0.75% of the average net assets of the fund.

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

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  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 portfolio
obtain  preclearance before executing personal trades. With respect to Portfolio
Managers  and  other  investment   personnel,   the  Code  of  Ethics  prohibits
acquisition  of securities  in an initial  public  offering,  as well as profits
derived from the purchase and sale of the same security within 60 calendar days.
These provisions are designed to ensure that the interests of fund  shareholders
come before the interests of the people who manage those funds.

TRANSFER AND ADMINISTRATIVE SERVICES

    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.

    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

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

    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager out of its unified fee.

 DISTRIBUTION OF FUND SHARES

   
    The funds' shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions in the funds offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
funds are paid by the manager.
    

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


    PROSPECTUS                    ADDITIONAL INFORMATION YOU SHOULD KNOW   19


   
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 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, as paying agent
for the  fund,  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 four classes of the fund:  an Investor  Class,  an
Institutional  Class, a Service Class, and the Advisor Class. The shares offered
by this Prospectus are Advisor Class shares.

    The Investor  Class is primarily  made  available to retail  investors.  The
Institutional  Class and Service  Class are primarily  offered to  institutional
investors   or   through   institutional    distribution   channels,   such   as
employer-sponsored retirement plans or through banks, broker-dealers,  insurance
companies or other  financial  intermediaries.  The other classes have different
fees, expenses,  and/or minimum investment  requirements than the Advisor Class.
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.  For information concerning
the  Institutional or Service classes of shares,  call an Institutional  Service
Representative at 1-800-345-3533 or contact a sales  representative or financial
intermediary who offers those classes of shares.

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

    Each share, irrespective of series or class, is


   20 ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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.


     PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW  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

   
WWW.AMERICANCENTURY.COM
    

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

9803
SH-BKT-11415
<PAGE>
                                   PROSPECTUS

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

   
                                 MARCH 1, 1998
    

                                   AMERICAN

                                    CENTURY

                                     GROUP

                                   Balanced

INSTITUTIONAL CLASS

                         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
- -------------------------------------------------------------------------------
        Benham                American Century       Twentieth Century(reg. tm)
     Group(reg. tm)                 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
- -------------------------------------------------------------------------------
                                  Balanced


   
                                  PROSPECTUS
                                 MARCH 1, 1998
    

                                   Balanced
                              INSTITUTIONAL 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 that seeks
capital  growth  and  current  income  is  described  in  this  Prospectus.  Its
investment objective is listed on page 2 of this Prospectus. The other funds are
described in separate prospectuses.

    The fund's shares offered in this Prospectus (the  Institutional  Class) are
sold at their net asset value with no sales charges or commissions.

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

   
    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 March 1, 1998,  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 BALANCED FUND

    The  Balanced  fund  seeks  capital  growth  and  current   income.   It  is
management's  intention to maintain  approximately  60% of the fund's  assets in
common stocks that are  considered  by  management  to have  better-than-average
prospects  for  appreciation  and the  remainder in bonds and other fixed income
securities.

  There is no assurance that the fund will achieve its investment 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

Investment Objective of the Fund ............................................  2
Transaction and Operating Expense Table .....................................  4
Performance Information of Other Class ......................................  5

   
INFORMATION REGARDING THE FUND
Investment Policies of the Fund .............................................  6
   Investment Approach ......................................................  6
   Equity Investments .......................................................  6
   Fixed Income Investments .................................................  6
Other Investment Practices, Their Characteristics and Risks .................  7
   Foreign Securities .......................................................  7
   Forward Currency Exchange Contracts ......................................  7
   Portfolio Turnover .......................................................  8
   Repurchase Agreements ....................................................  8
   Futures and Options ......................................................  9
   Derivative Securities ....................................................  9
   When-Issued Securities ................................................... 10
   Rule 144A Securities ..................................................... 10
      Investments in Companies with
           Limited Operating History ........................................ 10
      Short Sales ........................................................... 11
 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 ...................................................... 12
           In Person ........................................................ 13
      Subsequent Investments ................................................ 13
           By Mail .......................................................... 13
           By Telephone ..................................................... 13
           By Wire .......................................................... 13
           In Person ........................................................ 13
      Automatic Investment Plan ............................................. 13
Minimum Investment .......................................................... 13
How to Exchange from One Account to Another ................................. 13
          By Mail ........................................................... 14
          By Telephone ...................................................... 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
     Special Requirements for Large Redemptions ............................. 14
Signature Guarantee ......................................................... 15
Special Shareholder Services ................................................ 15
          Open Order Service ................................................ 15
          Tax-Qualified Retirement Plans .................................... 16
Important Policies Regarding Your Investments ............................... 16
Reports to Shareholders ..................................................... 17
Customers of Banks, Broker-Dealers
and Other Financial Intermediaries .......................................... 17

ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ................................................................. 18
   When Share Price Is Determined ........................................... 18
   How Share Price Is Determined ............................................ 18
   Where to Find Information About Share Price .............................. 19
Distributions ............................................................... 19
Taxes ....................................................................... 19
   Tax-Deferred Accounts .................................................... 19
   Taxable Accounts ......................................................... 20
Management .................................................................. 21
   Investment Management .................................................... 21
   Code of Ethics ........................................................... 22
   Transfer and Administrative Services ..................................... 22
Distribution of Fund Shares ................................................. 22
Further Information About American Century .................................. 23


   PROSPECTUS                                        TABLE OF CONTENTS    3


                   TRANSACTION AND OPERATING EXPENSE TABLE

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

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

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

(1)OTHER EXPENSES,  WHICH INCLUDE THE FEES AND EXPENSES (INCLUDING LEGAL COUNSEL
   FEES) OF THOSE DIRECTORS WHO ARE NOT  "INTERESTED  PERSONS" AS DEFINED IN THE
   INVESTMENT  COMPANY ACT, WERE LESS THAN 0.01% OF 1% OF AVERAGE NET ASSETS FOR
   THE MOST RECENT FISCAL YEAR.

    The purpose of this table is to help you  understand  the various  costs and
expenses  that you,  as a  shareholder,  will bear  directly  or  indirectly  in
connection with an investment in the class of shares of Balanced 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  Institutional  Class shares.  The
fund  offers  three  other  classes of shares,  one of which is  primarily  made
available  to retail  investors  and two that are  primarily  made  available to
institutional  investors.  The other classes have different fee structures  than
the Institutional  Class. 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 23.


  4   TRANSACTION AND OPERATING EXPENSE TABLE     AMERICAN CENTURY INVESTMENTS
   

<TABLE>
<CAPTION>
                    PERFORMANCE INFORMATION OF OTHER CLASS

                                   BALANCED

  The Institutional Class of the fund was established September 3, 1996, however
no shares have been issued prior the the fund's  fiscal year end. The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects the  performance of the fund's  Investor  Class of shares,  which has a
total expense ratio that is 0.20% higher than the  Institutional  Class. Had the
Institutional Class been in existence for the time periods presented, the fund's
performance information would be higher as a result of the lower expenses.

  The Financial Highlights for the fiscal year ended October 31, 1997, have been
audited by Deloitte & Touche LLP,  independent  auditors,  whose report  thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information and will be made available without charge upon request.
The  Financial  Highlights  for the fiscal years ended on or before  October 31,
1996,  have been audited by other  independent  auditors whose report thereon is
incorporated  by reference  into the  Statement of Additional  Information.  The
information  presented  is for a share  outstanding  throughout  the years ended
October 31, except as noted.

                                    1997      1996      1995      1994      1993      1992      1991      1990      1989     1988(1)

 PER-SHARE DATA

Net Asset Value,
<S>                                <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>   
Beginning of Period .............  $18.55    $17.70    $15.94    $16.52    $14.89    $15.11    $10.89    $11.84    $10.13    $10.22
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Income From Investment Operations

  Net Investment Income ......... 0.40(2)   0.44(2)   0.48(2)     0.42      0.38      0.33      0.38      0.41      0.37      0.01

  Net Realized and
  Unrealized Gain (Loss)
  on Investment Transactions ....    2.41     1.88     2.03      (0.58)     1.62     (0.23)     4.22     (0.62)     1.71     (0.10)
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------


  Total From Investment
  Operations ....................   2.81      2.32     2.51      (0.16)     2.00      0.10      4.60     (0.21)     2.08     (0.09)
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Distributions

  From Net Investment Income ....  (0.43)    (0.46)    (0.48)    (0.42)    (0.37)    (0.32)    (0.38)    (0.42)    (0.37)     --

  From Net Realized Gains
  on Investment Transactions ....  (1.38)    (1.01)    (0.27)     --         --       --        --       (0.32)      --       --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

  Total Distributions ...........  (1.81)    (1.47)    (0.75)    (0.42)    (0.37)    (0.32)    (0.38)    (0.74)    (0.37)     --
                                  -------   -------   -------   -------   -------   -------   -------   -------   -------   -------

Net Asset Value,
End of Period ...................  $19.55    $18.55    $17.70    $15.94    $16.52    $14.89    $15.11    $10.89    $11.84    $10.13
                                  =======   =======   =======   =======   =======   =======   =======   =======   =======   =======

  Total Return(3) ...............  16.34%    14.04%    16.36%   (0.93)%    13.64%     0.63%    42.92%   (2.10)%    20.94%   (0.88)%

 RATIOS/SUPPLEMENTAL DATA
  Ratio of Operating Expenses to
  Average Net Assets ............   1.00%    0.99%      0.98%     1.00%     1.00%     1.00%     1.00%     1.00%    1.00%    1.00%(4)

  Income to Average Net Assets ..   2.15%     2.5%       2.9%      2.7%      2.4%      2.4%      3.1%      3.8%     4.2%     4.4%(4)

  Portfolio Turnover Rate .......    110%     130%        85%       94%       95%      100%      116%      104%     171%      99%(4)

  Average Commission Paid per
  Share of Equity 
  Security Traded ............... $0.0371  $0.0400    $0.0390      --(5)     --(5)     --(5)     --(5)     --(5)     --(5)     --(5)

  Net Assets, End of
  Period (in millions) ..........   $926      $879      $816      $704      $706      $654      $255       $66       $30        $3
</TABLE>

(1)  OCTOBER 20, 1988 (INCEPTION) THROUGH OCTOBER 31, 1988.

(2)  COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3)  TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS  AND  CAPITAL  GAINS
     DISTRIBUTIONS, IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
     ANNUALIZED.

(4)  ANNUALIZED.

(5)  DISCLOSURE OF AVERAGE  COMMISSION  PAID PER SHARE OF EQUITY SECURITY TRADED
     WAS NOT REQUIRED PRIOR TO THE YEAR ENDED OCTOBER 31, 1995.
    

   PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS      5


                        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.

INVESTMENT APPROACH

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

EQUITY INVESTMENTS

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

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

FIXED INCOME INVESTMENTS

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

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

    It is the manager's  intention to invest the fund's fixed income holdings in
high-grade  securities.  At least 80% of fixed income assets will be invested in
securities which at the time of purchase are rated


   6     INFORMATION REGARDING THE FUND        AMERICAN CENTURY INVESTMENTS


within the three  highest  categories  by a  nationally  recognized  statistical
rating organization [at least A by Moody's Investors Service,  Inc. (Moody's) or
Standard & Poor's Corp. (S&P)].

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

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS AND RISKS

    For additional information,  see "ADDITIONAL INVESTMENT RESTRICTIONS" in the
Statement of Additional Information.

FOREIGN SECURITIES

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

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

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse  movements in exchange rates between  currencies,
the fund may, for hedging purposes only,  enter into forward  currency  exchange
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

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

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


     PROSPECTUS                           INFORMATION REGARDING THE FUND      7


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

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

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

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

PORTFOLIO TURNOVER

    The  portfolio  turnover  rate  of  the  fund  is  shown  in  the  financial
information on page 5 of this Prospectus.

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution of the security in question to the fund's  objectives.
The 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.

REPURCHASE AGREEMENTS

    The fund may invest in repurchase  agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of the fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

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

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


  8    INFORMATION REGARDING THE FUND           AMERICAN CENTURY INVESTMENTS


   
FUTURES AND OPTIONS

    The fund may invest in financial  futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator, or security underlying the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager  is able to expose to the  market  cash that is held by the fund to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager  believes that the use of futures and options thereon allows the fund to
be fully invested while maintaining the needed liquidity.

    The fund will not  purchase  leveraged  futures.  When a fund  enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.
    

DERIVATIVE SECURITIES

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

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

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

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

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

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

    *    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;

     PROSPECTUS                           INFORMATION REGARDING THE FUND      9

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

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

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

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The fund may,  from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the fund's
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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).

   
INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    Balanced will not invest more than 5% of its total assets in the  securities
of issuers  with less than a  three-year  operating  history.  The manager  will
consider periods of capital formation, incubation,
    


   10   INFORMATION REGARDING THE FUND            AMERICAN CENTURY INVESTMENTS


   
consolidation,  and research and development in determining whether a particular
issuer has a record of three years of continuous operation.
    

SHORT SALES

   
    The fund may engage in short  sales if, at the time of the short  sale,  the
fund owns or has the right to acquire  securities  equivalent in kind and amount
to the securities being sold short.  Such  transactions  allow the fund to hedge
against price fluctuations by locking in a sale price for securities it does not
wish to sell immediately.
    

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

 PERFORMANCE ADVERTISING

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

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

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

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

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

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

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


   PROSPECTUS                           INFORMATION REGARDING THE FUND     11


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

    The Balanced Fund 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  1-800-345-3533  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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

INVESTING IN AMERICAN CENTURY

    The  following  section  explains how to invest in American  Century  funds,
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  a  bank,
broker-dealer or other financial  intermediary,  the following sections, as well
as the information  contained in our Investor  Services Guide,  may not apply to
you.  Please  read  "MINIMUM  INVESTMENT,"  page  13 and  "CUSTOMERS  OF  BANKS,
BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES," 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.

    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 64141

*  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.

*  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  Traditional  IRA, Roth IRA,  Education IRA,  SEP-IRA,
         SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.
    

BY EXCHANGE

    Call 1-800-345-3533 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 page
13 for more information on exchanges.


12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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 a previous statement or confirmation.  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 Institutional Service Representative.

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 an Institutional Service Representative.

MINIMUM INVESTMENT

    The  minimum  investment  is $5  million  ($3  million  for  endowments  and
foundations).  If you  invest  with us  through a bank,  broker-dealer  or other
financial  intermediary,  the  minimum  investment  requirement  may  be  met by
aggregating the  investments of various clients of your financial  intermediary.
The  minimum  investment  requirement  may be  waived  if you or your  financial
intermediary,  if applicable, has an aggregate investment in our family of funds
of $10 million or more ($5  million for  endowments  and  foundations).  If your
balance or the balance of your  financial  intermediary,  if  applicable,  falls
below the minimum  investment  requirements due to redemptions or exchanges,  we
reserve the right to convert  your shares to Investor  Class  shares of the same
fund.  The  Investor  Class shares have a unified  management  fee that is 0.20%
higher than the Institutional Class shares.

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  Trust, and at the close of the Exchange for
all of our other funds. See "WHEN SHARE PRICE IS DETERMINED," page 18.


   PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS     13


    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.

    If, in any 90-day period,  the total of your exchanges and your  redemptions
from any one account  exceeds the lesser of $250,000 or 1% of the fund's assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions.  See "SPECIAL  REQUIREMENTS FOR LARGE REDEMPTIONS,"
this page.

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 can make  exchanges  over the  telephone  if you have  authorized  us to
accept  telephone  instructions.  You  can  authorize  this by  selecting  "Full
Services"  on  your   application  or  by  calling  an   Institutional   Service
Representative at 1-800-345-3533 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 complete  redemption request
is received. For large redemptions,  please read "SPECIAL REQUIREMENTS FOR LARGE
REDEMPTIONS," this page.

    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 Institutional Service Representative.

BY CHECK-A-MONTH

    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

    You may elect to make  redemptions  automatically  by authorizing us to send
funds to you or to your account at a bank or other financial institution. To set
up automatic redemptions, call an Institutional Service Representative.

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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

    We have elected to be governed by  Rule18f-1  under the  Investment  Company
Act, which obligates the fund make certain redemptions in cash. This


14 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


requirement  to  pay  redemptions  in  cash  applies  to  situations  where  one
shareholder  redeems,  during any 90-day period, up to the lesser of $250,000 or
1% of the assets of the fund. Although  redemptions in excess of this limitation
will  also  normally  be paid in  cash,  we  reserve  the  right  under  unusual
circumstances  to honor these  redemptions by making payment in whole or in part
in readily marketable securities (a "redemption-in-kind").

    If payment is made in  securities,  the  securities  will be selected by the
fund,  will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

    If your redemption would exceed this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

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

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  would be
required when:

    *    redeeming more than $25,000; or

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

    You can 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:

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  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


   PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS      15


person. 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

    This 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.

    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.

  (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.


16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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 semiannual  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  semiannual  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.

CUSTOMERS OF BANKS, BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

    Information   contained  in  our  Investor   Services   Guide   pertains  to
shareholders  who invest  directly with American  Century  rather than through a
bank, broker-dealer or other financial intermediary.

    If you  own or are  considering  purchasing  fund  shares  through  a  bank,
broker-dealer  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  an   Institutional   Service   Representative   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 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  receipt by us of the  investment,  redemption  or
exchange  request.  For example,  investments and requests to redeem or exchange
shares of a fund  received  by us or one of our agents or  designees  before the
time as of which the net asset value of the fund is  determined,  are  effective
on, and will receive the price determined, that day. Investment,  redemption and
exchange  requests  received  thereafter are effective on, and receive the price
determined as of, 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 time as of which the net asset value of
the fund is determined.

    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  of the fund is
determined, will receive that day's price. Investments and instructions received
after that time will receive the price determined on the next business day.

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

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.
    

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.


  18    ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


    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 exchanged to dollars at the  prevailing  foreign
exchange rate.

    Trading in securities on European and Far Eastern  securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net  asset  value of the  Investor  Class of the  fund is  published  in
leading newspaper daily. The net asset value of the  Institutional  Class may be
obtained by calling us.

DISTRIBUTIONS

    Distributions  from net investment  income are declared and paid  quarterly.
Distributions from net realized  securities gains, if any, are declared and paid
once a year,  but the fund may make  distributions  on a more frequent  basis to
comply with the  distribution  requirements of the Internal Revenue Code, in all
events in a manner consistent with the provisions of the Investment Company Act.

   
    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 certain  IRAs 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.
    

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

    If fund  shares  are  purchased  through  tax-deferred  accounts,  such as a
qualified    employer-sponsored    retirement   or   savings   plan   (excluding
participant-directed  employer-sponsored  retirement plans, which are ineligible
to invest in Institutional Class shares), income and capital gains distributions
paid


   PROSPECTUS                  ADDITIONAL INFORMATION YOU SHOULD KNOW      19


by the  fund  will  generally  not be  subject  to  current  taxation,  but will
accumulate in your account on a tax-deferred basis.

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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  greater  than 12 months but no more than 18 months (28% rate gain)  and/or
assets held  greater  than 18 months  (20% rate gain) are  taxable as  long-term
gains  regardless of the length of time you have held the shares.  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 (28% or 20% rate gain) to you with
respect to such shares.
    

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

   
    If more than 50% of the value of the fund's  total assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such  fiscal  year so that fund  shareholders  may be able to claim a
foreign tax credit in lieu of a deduction  for foreign  income taxes paid by the
fund.  If such an election is made,  the foreign  taxes paid by the fund will be
treated as income  received by you.In order for the  shareholder  to utilize the
foreign  tax  credit,  the mutual fund shares must have been held for 16 days or
more during the 30-day period,  beginning 15 days prior to the ex-dividend  date
for the mutual fund shares.  The mutual fund must meet a similar  holding period
requirement  with  respect  to  foreign   securities  to  which  a  dividend  is
attributable.  Any portion of the foreign tax credit  which is  ineligible  as a
result of the fund not meeting the holding period requirement will be separately
disclosed and may be eligible as an itemized deduction.

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

    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 (28% and/or 20% rate gain).
    

    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 a fund pays  distributions  to its
shareholders.  You should  consult your tax advisor about the tax status of such
distributions in your own state.


   20   ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


    If you have not complied  with certain  provisions  of the Internal  Revenue
Code,  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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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 a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of the fund. The team meets  regularly to review  portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
the fund's portfolio as it deems appropriate in pursuit of the fund's investment
objectives.  Individual  portfolio  manager  members of the team may also adjust
portfolio holdings of the fund as necessary between team meetings.

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

   
    JAMES E. STOWERS III, Chief Executive Officer and Portfolio Manager,  joined
American  Century in 1981.  He is a member of the team that  manages  the equity
portion of Balanced.
    

    BRUCE A. WIMBERLY,  Portfolio Manager,  joined American Century in September
1994 as an Investment  Analyst, a position he held until July 1996. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Wimberly attended Kellogg Graduate School of Management, Northwestern University
from  August 1992 to August  1994,  where he  obtained  his MBA degree.  He is a
member of the team that manages the equity portion of Balanced.

   
    JOHN R. SYKORA, Portfolio Manager, joined American Century in May 1994 as an
Investment  Analyst,  a position he held until August 1997.  At that time he was
promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr. Sykora
served as a Financial  Analyst for Business Men's Assurance  Company of America,
Kansas City, Missouri,  from August 1993 to April 1994. Prior to that Mr. Sykora
attended  Michigan State  University  where he obtained his MBA degree.  He is a
member of the team that manages the equity portion of Balanced.
    

    NORMAN E.  HOOPS,  Senior  Vice  President  and  Portfolio  Manager,  joined
American Century as Vice President and Portfolio Manager in November 1989.


    PROSPECTUS ADDITIONAL               INFORMATION YOU SHOULD KNOW       21


In April 1993, he became Senior Vice President.  He is a member of the team that
manages the fixed income portion of Balanced.

    JEFFREY L. HOUSTON, Portfolio Manager, has worked for American Century since
November  1990. He is a member of the team that manages the fixed income portion
of Balanced.

    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  Institutional  Class of the  fund,  the
manager receives an annual fee of 0.80% of the average net assets of the fund.

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

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  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 portfolio
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.

    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.

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

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

 DISTRIBUTION OF FUND SHARES

   
    The funds' shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned indirect


  22   ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


subsidiary of Boston  Institutional Group, Inc. FDI's principal business address
is 60 State Street, Suite 1300, Boston, Massachusetts 02109.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions in the funds offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
funds are paid by the manager.
    

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American Century Mutual Funds,  Inc., 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 four classes of the fund:  an Investor  Class,  an
Institutional  Class, a Service Class, and the Advisor Class. The shares offered
by this Prospectus are Institutional  Class shares and have no up-front charges,
commissions, or 12b-1 fees.

    The Investor  Class is primarily  made  available to retail  investors.  The
Service Class and Advisor Class are primarily offered to institutional investors
or  through  institutional  distribution  channels,  such as  employer-sponsored
retirement plans or through banks, broker-dealers,  insurance companies or other
financial  intermediaries.  The other  classes have  different  fees,  expenses,
and/or  minimum  investment  requirements  than  the  Institutional  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.  For information concerning
the  Service  or  Advisor  Classes  of  shares,  call an  Institutional  Service
Representative 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 a fund have  identical
voting,  dividend,   liquidation  and  other  rights,  preferences,   terms  and
conditions.  The only  differences  among the various classes are (a) each class
may be subject to different  expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely  affecting such class,  (d) each class may
have different exchange privileges,  and (e) the Institutional Class may provide
for automatic  conversion  from that class into shares of the Investor  Class of
the same fund.

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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 bylaws, the holders of shares representing


   PROSPECTUS                ADDITIONAL INFORMATION YOU SHOULD KNOW        23


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.


   24  ADDITIONAL INFORMATION YOU SHOULD KNOW    AMERICAN CENTURY INVESTMENTS


                                     NOTES


                                                                 NOTES     25


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

   
WWW.AMERICANCENTURY.COM
    

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

9703           [recycled logo]
SH-BKT-11414      Recycled
<PAGE>
                                   PROSPECTUS

   
                                  MARCH 1, 1998
    

                                     BENHAM
                                  GROUP(reg.tm)

                                   High-Yield

INVESTOR CLASS


                          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
- -------------------------------------------------------------------------------
        Benham                American Century           Twentieth Century
         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
                                  MARCH 1, 1998
    

                                   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 March 1, 1998,  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

   
Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4
Financial Highlights ......................................................    5
INFORMATION REGARDING THE FUND
Investment Policies of the Fund ...........................................    6
Investment Strategy .......................................................    6
   High-Yield and Corporate Bonds .........................................    6
   Zero-Coupon, Step-Coupon and
      Pay-In-Kind Securities ..............................................    7
   Convertible Securities .................................................    7
   Foreign Securities .....................................................    7
   Loan Interests .........................................................    8
   Money Market Instruments ...............................................    8
   United States Government Securities ....................................    8
Fundamentals of Fixed-Income Investing ....................................    8
Other Investment Practices, Their
Characteristics and Risks .................................................    9
   Portfolio Turnover .....................................................    9
   Derivative Securities ..................................................    9
   Covered Call Options ...................................................   10
   When-Issued Securities .................................................   10
   Rule 144A Securities ...................................................   10
   Investments in Companies with
      Limited Operating History ...........................................   11
   Interest Rate Futures Contracts and
      Options Thereon .....................................................   11
Performance Advertising ...................................................   12
HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
American Century Investments ..............................................   13
Investing in American Century .............................................   13
How to Open an Account ....................................................   13
           By Mail ........................................................   13
           By Wire ........................................................   13
           By Exchange ....................................................   14
           In Person ......................................................   14
      Subsequent Investments ..............................................   14
           By Mail ........................................................   14
           By Telephone ...................................................   14
           By Online Access ...............................................   14
           By Wire ........................................................   14
           In Person ......................................................   14
      Automatic Investment Plan ...........................................   14
 How to Exchange From One Account to Another ..............................   14
           By Mail ........................................................   15
           By Telephone ...................................................   15
           By Online Access ...............................................   15
 How to Redeem Shares .....................................................   15
           By Mail ........................................................   15
           By Telephone ...................................................   15
           By Check-A-Month ...............................................   15
           Other Automatic Redemptions ....................................   15
      Redemption Proceeds .................................................   15
           By Check .......................................................   15
           By Wire and ACH ................................................   15
      Redemption of Shares in Low-Balance Accounts ........................   16
 Signature Guarantee ......................................................   16
 Special Shareholder Services .............................................   16
           Automated Information Line .....................................   16
           Online Account Access ..........................................   16
           Open Order Service .............................................   16
           Tax-Qualified Retirement Plans .................................   17
 Important Policies Regarding Your Investments ............................   17
 Reports to Shareholders ..................................................   18
 Employer-Sponsored Retirement Plans
 and Institutional Accounts ...............................................   18
ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ...............................................................   19
   When Share Price Is Determined .........................................   19
   How Share Price Is Determined ..........................................   19
   Where to Find Information About Share Price ............................   20
Distributions .............................................................   20
Taxes .....................................................................   20
   Tax-Deferred Accounts ..................................................   20
   Taxable Accounts .......................................................   21
Management ................................................................   21
   Investment Management ..................................................   21
   Code of Ethics .........................................................   22
   Transfer and Administrative Services ...................................   22
Distribution of Fund Shares ...............................................   23
Further Information About American Century ................................   23
    


     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 22.

   
(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, were less than 0.01 of 1% of average net assets for
    the most recent 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 23.


4    TRANSACTION AND OPERATING EXPENSE TABLE      AMERICAN CENTURY INVESTMENTS

   
                              FINANCIAL HIGHLIGHTS

                                   HIGH-YIELD

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                       1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period .......................     $    10.00
                                                                 ----------
Income From Investment Operations

  Net Investment Income ....................................           0.06

  Net Unrealized Loss on Investments .......................          (0.09)
                                                                 ----------
Total From Investment Operations ...........................          (0.03)
                                                                 ----------
Distributions

  From Net Investment Income ...............................          (0.06)
                                                                 ----------
Net Asset Value, End of Period .............................     $     9.91
                                                                 ==========
Total Return(2) ............................................          (0.27)%

 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ..........           0.90%(3)

Ratio of Net Investment Income to Average Net Assets .......           7.39%(3)

Portfolio Turnover Rate ....................................           --

Net Assets, End of Period (in thousands) ...................     $   11,072

(1) September 30, 1997 (inception) through October 31, 1997.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any. Total return is not annualized.

(3) Annualized.
    

     PROSPECTUS                                     FINANCIAL HIGHLIGHTS      5


                         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
    

    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.


6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


    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 20.

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
9.)

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


     PROSPECTUS                           INFORMATION REGARDING THE FUND      7


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


8      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


    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

   
    The  portfolio  turnover  rate  of  the  fund  is  shown  in  the  financial
information on page 5 of this Prospectus.
    

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution of the security in question to the fund's  objectives.
The 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
considered


        PROSPECTUS                        INFORMATION REGARDING THE FUND       9


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.
       

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 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


10     INFORMATION REGARDING           THE FUND AMERICAN CENTURY INVESTMENTS


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).

   
INVESTMENTS IN COMPANIES WITH  LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    High-Yield  will  not  invest  more  than  15% of its  total  assets  in the
securities  of  issuers  with less than a three-  year  operating  history.  The
manager will consider periods of capital formation,  incubation,  consolidation,
and research and  development in determining  whether a particular  issuer has a
record of three years of continuous operation.
    
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.


        PROSPECTUS                        INFORMATION REGARDING THE FUND      11


    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 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.


12      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


                               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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

 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 18.

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:

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

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

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

(a)  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.

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


     PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS     13


   
(a)  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  Traditional  IRA, Roth IRA,  Education 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 a previous statement or confirmation.  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 13 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


14 HOW TO INVEST WITH AMERICAN CENTURY  INVESTMENTS AMERICAN CENTURY INVESTMENTS


Trust,  and at the close of the Exchange  for all of our other funds.  See "When
Share Price is Determined," page 19.

    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 16) 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 16.

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


      PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS    15


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


16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


    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.


     PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS     17


  (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.


18 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 or designees  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.

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.
    

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


     PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW     19


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
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 19. 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 certain IRAs 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,


20     ADDITIONAL INFORMATION YOU SHOULD KNOW      AMERICAN CENTURY INVESTMENTS


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.  The dividends from net income of the fixed income funds do not
qualify for the 70% dividends-received deduction for corporations since they are
derived from interest  income.  Distributions  from gains on assets held greater
than 12 months but no more than 18 months  (28% rate gain)  and/or  assets  held
greater than 18 months (20% rate gain) are taxable as long-term gains regardless
of the length of time you have held the  shares.  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  (28% or 20%  rate  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 (28% and/or 20% rate gain).
    

    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  underreporting  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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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


     PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW     21


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 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  Portfolio  Manager,  joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April 1993, he became Senior Vice President.
    

    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


22     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


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.

    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.

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or any other  broker-dealers  or financial  intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
fund are paid by the manager.
    

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: 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  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 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


     PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW     23


(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.


24     ADDITIONAL INFORMATION YOU SHOULD KNOW   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

WWW.AMERICANCENTURY.COM

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

9802           [recycled logo]
SH-BKT-11296      Recycled
<PAGE>
                                   PROSPECTUS

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

   
                                  MARCH 1, 1998
    

                                     BENHAM
                                  GROUP(reg.tm)

                                   High-Yield

ADVISOR CLASS


                          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
- -------------------------------------------------------------------------------
        Benham                American Century           Twentieth Century
         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
                                  MARCH 1, 1998
    

                                   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 March 1, 1998,  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

   
Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4
Performance Information of Other Class ....................................    5
INFORMATION REGARDING THE FUND
Investment Policies of the Fund ...........................................    6
Investment Strategy .......................................................    6
   High-Yield and Corporate Bonds .........................................    6
   Zero-Coupon, Step-Coupon and
      Pay-In-Kind Securities ..............................................    7
   Convertible Securities .................................................    7
   Foreign Securities .....................................................    7
   Loan Interests .........................................................    8
   Money Market Instruments ...............................................    8
   United States Government Securities ....................................    8
Fundamentals of Fixed-Income Investing ....................................    8
Other Investment Practices, Their
Characteristics and Risks .................................................    9
   Portfolio Turnover .....................................................    9
   Derivative Securities ..................................................    9
   Covered Call Options ...................................................   10
   When-Issued Securities .................................................   10
   Rule 144A Securities ...................................................   10
   Investments in Companies with
      Limited Operating History ...........................................   11
   Interest Rate Futures Contracts and
      Options Thereon .....................................................   11
Performance Advertising ...................................................   12
HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS
How to Purchase and Sell
American Century Funds ....................................................   13
How to Exchange From One American Century
Fund to Another ...........................................................   13
How to Redeem Shares ......................................................   13
Telephone Services ........................................................   13
   Investors Line .........................................................   13
ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price ...............................................................   14
   When Share Price Is Determined .........................................   14
   How Share Price Is Determined ..........................................   14
   Where to Find Information About Share Price ............................   15
Distributions .............................................................   15
Taxes .....................................................................   15
   Tax-Deferred Accounts ..................................................   15
   Taxable Accounts .......................................................   16
Management ................................................................   17
   Investment Management ..................................................   17
   Code of Ethics .........................................................   17
   Transfer and Administrative Services ...................................   17
Distribution of Fund Shares ...............................................   18
   Service and Distribution Fees ..........................................   18
Further Information About American Century ................................   18
    


     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 18.

   
(2)Other expenses,  which include the fees and expenses (including legal counsel
   fees) of those directors who are not  "interested  persons" as defined in the
   Investment  Company Act,  were less than 0.01 of 1% of average net assets for
   the most recent 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 18.


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS


   
                     PERFORMANCE INFORMATION OF OTHER CLASS

                                   HIGH-YIELD

  The Advisor Class of the fund was established  September 30, 1997,  however no
shares  had been  issued  prior to the fund's  fiscal  year end.  The  financial
information  in this  table  regarding  selected  per  share  data  for the fund
reflects the  performance of the fund's  Investor  Class of shares,  which has a
total expense ration that is 0.25% lower than the Advisor Class. Had the Advisor
Class been in existence for the fund for the time periods presented,  the fund's
performance information would be lower as a result of the additional expense.

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte & Touche LLP, independent auditors, whose report thereon appears in the
fund's annual report,  which is  incorporated by reference into the Statement of
Additional  Information.  The  annual  report  contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31.

                                                                       1997(1)

 PER-SHARE DATA

Net Asset Value, Beginning of Period .......................     $    10.00
                                                                 ----------
Income From Investment Operations

  Net Investment Income ....................................           0.06

  Net Unrealized Loss on Investments .......................          (0.09)
                                                                 ----------
Total From Investment Operations ...........................           0.03)
                                                                 ----------
Distributions

  From Net Investment Income ...............................          (0.06)
                                                                 ----------
Net Asset Value, End of Period .............................     $     9.91
                                                                 ==========
Total Return(2) ............................................          (0.27)%

 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ..........           0.90%(3)

Ratio of Net Investment Income to Average Net Assets .......           7.39%(3)

Portfolio Turnover Rate ....................................           --

Net Assets, End of Period (in thousands) ...................     $   11,072

(1) September 30, 1997 (inception) through October 31, 1997.

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any. Total return is not annualized.

(3) Annualized.
    

     PROSPECTUS                   PERFORMANCE INFORMATION OF OTHER CLASS      5


                         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
       

    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.


6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


    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 15.

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
9.)

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


     PROSPECTUS                           INFORMATION REGARDING THE FUND      7


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,  which possess  lower levels of protection  with regard to
timely payment,  usually exhibit more price  fluctuation than do  higher-quality
bonds of like maturity.


8      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


    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

   
    The  portfolio  turnover  rate  of  the  fund  is  shown  in  the  financial
information on page 5 of this Prospectus.
    

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution of the security in question to the fund's  objectives.
The 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
considered


       PROSPECTUS                          INFORMATION REGARDING THE FUND      9


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.
       

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 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.


10     INFORMATION REGARDING THE FUND          AMERICAN CENTURY INVESTMENTS


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).

   
INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    High-Yield  will  not  invest  more  than  15% of its  total  assets  in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.
    

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.


        PROSPECTUS                         INFORMATION REGARDING THE FUND     11


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 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.


12      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS


                               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  6,  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 14.

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

   
    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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

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 14. If you have any questions  about how to redeem,
contact  your  plan   administrator,   employee   benefits  office,  or  service
representative at your financial intermediary, as applicable.

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 Representatives at 1-800-345-3533.


     PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS     13


                     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 or designees  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.

   
    We have contractual  relationships with certain financial  intermediaries in
which such intermediaries  represent that they have systems to track the time at
which  investment  orders are  received  and to  segregate  orders  received  at
different times.  Based on these  representations,  the fund has authorized such
intermediaries  and their designees to accept purchase and redemption  orders on
the fund's behalf up to the applicable  cut-off time. The fund will be deemed to
have received such orders upon acceptance by the duly  authorized  intermediary,
and such  orders  will be priced at the fund's net asset  value next  determined
after acceptance on the fund's behalf by such intermediary.
    

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


14   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


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
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 14. 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 certain IRAs 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


        PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW   15


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.  The dividends from net income of the fixed income funds do not
qualify for the 70% dividends received deduction for corporations since they are
derived from interest  income.  Distributions  from gains on assets held greater
than 12 months but no more than 18 months  (28% rate gain)  and/or  assets  held
greater than 18 months (20% rate gain) are taxable as long-term gains regardless
of the length of time you have held the  shares.  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  (28% or 20%  rate  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 (28% and/or 20% rate gain).
    

    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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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.
    


16   ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


 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 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  Portfolio  Manager,  joined
American  Century as Vice  President and Portfolio  Manager in November 1989. In
April 1993, he became Senior Vice President.

    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


        PROSPECTUS                 ADDITIONAL INFORMATION YOU SHOULD KNOW     17


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.

    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.

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
fund are paid by the manager.
    


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 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, as paying agent for the fund, 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


18   ADDITIONAL INFORMATION YOU SHOULD KNOW         AMERICAN CENTURY INVESTMENTS


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: 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.

    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.


     PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW     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

   
WWW.AMERICANCENTURY.COM
    

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

9802           [recycled logo]
SH-BKT-11297      Recycled
<PAGE>
                                   PROSPECTUS

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

   
                                  MARCH 1, 1998
    

                                    TWENTIETH
                                     CENTURY
                                      GROUP

                                New Opportunities

   
INVESTOR CLASS
    


                          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(reg. tm)                 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
- -------------------------------------------------------------------------------
                                                         New Opportunities


                                   PROSPECTUS

   
                                  MARCH 1, 1998
    

                                New Opportunities

   
                                 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
Twentieth  Century  Group  that  seeks  capital  growth  is  described  in  this
Prospectus. The investment objective is listed on page 2 of this Prospectus. The
other funds are described in separate prospectuses.

    The fund is only  available  for  purchase by  participants  in the American
Century  Priority  Investors  Program and employees of the affiliated  companies
comprising the American Century family of funds. The minimum initial  investment
for  Priority  Investors  in this fund is  $10,000;  the maximum  investment  is
$500,000.  The manager  intends to close the fund to new investors when the fund
reaches $400,000,000 in net assets.

    SHARES OF THE FUND REDEEMED OR EXCHANGED WITHIN FIVE YEARS OF THEIR PURCHASE
ARE  SUBJECT TO A  REDEMPTION  FEE OF 2% OF THE VALUE OF THE SHARES  REDEEMED OR
EXCHANGED. THIS REDEMPTION FEE IS RETAINED BY THE FUND.

   
    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 March 1, 1998,  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 419287
                Kansas City, Missouri 64141-6287 * 1-800-345-8810
                        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--TWENTIETH CENTURY
NEW OPPORTUNITIES FUND
    

    New  Opportunities  Fund seeks  capital  growth.  It pursues its  investment
objective  by  investing  primarily  in common  stocks  that are  considered  by
management to have better-than-average prospects for appreciation.

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

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 OF THE FUND       AMERICAN CENTURY INVESTMENTS


                                TABLE OF CONTENTS

Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4
Financial Highlights ......................................................    5

INFORMATION REGARDING THE FUND

   
A Long-Term Investment ....................................................    6
Investment Policies of the Fund ...........................................    6
   Investment Approach ....................................................    6
   Investments in Smaller Companies .......................................    6
Other Investment Practices,
Their Characteristics and Risks ...........................................    6
   Foreign Securities .....................................................    6
   Forward Currency Exchange Contracts ....................................    7
   Portfolio Turnover .....................................................    7
   Repurchase Agreements ..................................................    8
   Futures and Options ....................................................    8
   Derivative Securities ..................................................    8
   When-Issued Securities .................................................    9
   Rule 144A Securities ...................................................    9
      Investments in Companies with Limited
           Operating History ..............................................   10
      Short Sales .........................................................   10
Performance Advertising ...................................................   10
    

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ..............................................   11
Investing in American Century .............................................   11
A Warning to Short-Term Investors .........................................   11
 How to Open an Account ...................................................   11
           By Mail ........................................................   11
           By Wire ........................................................   12
           By Exchange ....................................................   12
           In Person ......................................................   12
      Subsequent Investments ..............................................   12
           By Mail ........................................................   12
           By Telephone ...................................................   12
           By Online Access ...............................................   12
           By Wire ........................................................   12
           In Person ......................................................   12
      Automatic Investment Plan ...........................................   12
 How to Exchange from One Account to Another ..............................   13
           By Mail ........................................................   13
           By Telephone ...................................................   13
           By Online Access ...............................................   13
 How to Redeem Shares .....................................................   13
           By Mail ........................................................   13
           By Telephone ...................................................   13
           By Check-A-Month ...............................................   13
           Other Automatic Redemptions ....................................   14
      Redemption Proceeds .................................................   14
           By Check .......................................................   14
           By Wire and ACH ................................................   14
      Special Requirements for Large Redemptions ..........................   14
      Redemption of Shares in Low-Balance Accounts ........................   14
 Signature Guarantee ......................................................   14
 Special Shareholder Services .............................................   15
           Automated Information Line .....................................   15
           Online Account Access ..........................................   15
           Open Order Service .............................................   15
           Tax-Qualified Retirement Plans .................................   15
 Important Policies Regarding Your Investments ............................   15
 Reports to Shareholders ..................................................   16

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   18
   When Share Price Is Determined .........................................   18
   How Share Price Is Determined ..........................................   18
   Where to Find Information About Share Price ............................   19
Distributions .............................................................   19
Taxes .....................................................................   19
   Tax-Deferred Accounts ..................................................   19
   Taxable Accounts .......................................................   19
Management ................................................................   21
   Investment Management ..................................................   21
   Code of Ethics .........................................................   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

                                New Opportunities

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) .....................................................  2%(2)
Exchange Fee .......................................................... none(2)

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

Management Fees .......................................................  1.5%
12b-1 Fees ............................................................  none
Other Expenses(3) ..................................................... 0.00%
Total Fund Operating Expenses .........................................  1.5%

EXAMPLE:

   
You would pay the following expenses on a                     1 year    $ 36
$1,000 investment, assuming a 5% annual return and           3 years      69
redemption at the end of each time period(2):                5 years      81
                                                            10 years     178

You would pay the following expenses on the                   1 year    $ 15
same investment, assuming no redemption:                     3 years      47
                                                             5 years      81
                                                            10 years     178
    

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

(2) Shares of the fund redeemed or exchanged within five years of their purchase
    are subject to a redemption fee of 2% of the value of the shares redeemed or
    exchanged.  This  redemption fee, which is retained by the fund, is intended
    to minimize the impact that shareholder  short-term  investment behavior has
    on fund performance and hence, on the other shareholders of the fund. See "A
    Warning to Short-Term Investors," page 11.

   
(3) Other  expenses,  which  includes  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 0.001 of 1% of
    average net assets for the most recent fiscal year.
    

    The purpose of the table is to help you  understand  the  various  costs and
expenses that you, as an investor in the fund, will bear directly or indirectly.
The  example  set  forth  above  assumes   reinvestment  of  all  dividends  and
distributions  and uses a 5% annual rate of return as required by Securities and
Exchange Commission regulations.

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


4    TRANSACTION AND OPERATING EXPENSE TABLE   AMERICAN CENTURY INVESTMENTS

   
                              FINANCIAL HIGHLIGHTS

                                NEW OPPORTUNITIES

  The  Financial  Highlights  for the  period  presented  have been  audited  by
Deloitte and Touche LLP, independent  auditors,  whose report thereon appears in
the fund's annual report,  which is incorporated by reference into the Statement
of Additional  Information.  The annual report contains  additional  performance
information  and  will  be made  available  without  charge  upon  request.  The
information  presented is for a share  outstanding  throughout  the period ended
October 31, 1997.

                                                                         1997(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period .........................   $        5.00
                                                                          ----
Income From Investment Operations
  Net Investment Loss ........................................           (0.04)
  Net Realized and Unrealized Gain on Investment Transactions             0.35
                                                                          ----
  Total From Investment Operations ...........................            0.31
                                                                          ----
Net Asset Value, End of Period ...............................   $        5.31
                                                                 =============
Total Return(2) ..............................................            6.20%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets(3) .........            1.49%
Ratio of Net Investment Loss to Average Net Assets(3) ........           (1.09)%
Portfolio Turnover Rate ......................................             118%
Average Commission Paid per Share of Equity Security Traded ..   $      0.0251
Net Assets, End of Period (in thousands) .....................   $     231,266

(1) December 26, 1996 (inception) through October 31, 1997.

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

(3) Annualized.
    

     PROSPECTUS                                     FINANCIAL HIGHLIGHTS     5


                         INFORMATION REGARDING THE FUND

 A LONG-TERM INVESTMENT

    An  investment  in the New  Opportunities  fund  should be  considered  as a
long-term  investment.  The manager  has adopted a number of policies  regarding
investments in the fund to help ensure that prospective shareholders are willing
to make a long-term commitment to the fund before investing.  These policies are
described under "A Warning to Short-term  Investors," page 11. THOSE PROSPECTIVE
INVESTORS  WHO DO NOT  WANT  TO,  OR ARE NOT ABLE  TO,  COMMIT  TO  LEAVE  THEIR
INVESTMENTS IN THE FUND FOR AT LEAST FIVE YEARS SHOULD NOT INVEST IN THE FUND.

INVESTMENT POLICIES OF THE FUND

    New Opportunities 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.

INVESTMENT APPROACH

    New Opportunities seeks capital growth by investing in securities, primarily
common  stocks,  that  meet  certain  fundamental  and  technical  standards  of
selection  (primarily relating to accelerating  earnings and revenues) and have,
in the opinion of the manager,  better-than-average  potential for appreciation.
So long as a  sufficient  number  of such  securities  are  available,  the fund
intends to stay fully invested in these securities regardless of the movement of
stock prices generally.  In most circumstances,  the fund's actual level of cash
and cash equivalents will fluctuate  between 0% and 10% of total assets with 90%
to 100% of its assets committed to equity and equity equivalent investments.

INVESTMENTS IN SMALLER COMPANIES

   
    New  Opportunities  presently  intends  to invest  primarily  in the  equity
securities of smaller  companies  (although it can be expected that, as the fund
gets larger, it will begin to invest in medium size and larger companies). These
smaller companies may present greater  opportunities  for capital  appreciation,
but may also involve greater risks than large,  mature  issuers.  Such companies
may have  limited  product  lines,  markets or  financial  resources,  and their
securities  may  trade  less  frequently  and in more  limited  volume  than the
securities of larger companies. In addition, information regarding these smaller
companies  may be less  available  and,  when  available,  may be  incomplete or
inaccurate.  The  securities  of such  companies  may also be more  likely to be
delisted from trading on their primary exchange.  As a result, the securities of
smaller  companies may experience  significantly  more price volatility and less
liquidity than securities of larger companies,  and any resulting volatility and
limited liquidity will impact the net asset value of the fund.
    

OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS
AND RISKS

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

FOREIGN SECURITIES

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

    The fund may  invest in common  stocks,  convertible  securities,  preferred
stocks, bonds, notes and other debt


6    INFORMATION REGARDING THE FUNDS            AMERICAN CENTURY INVESTMENTS


securities of foreign  issuers,  and debt securities of foreign  governments and
their  agencies.  The  fund  will  limit  its  purchase  of debt  securities  to
investment-grade obligations.

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

FORWARD CURRENCY EXCHANGE CONTRACTS

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

    To protect against adverse  movements in exchange rates between  currencies,
the fund may, for hedging purposes only,  enter into forward  currency  exchange
contracts.  A forward currency exchange contract  obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

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

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

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

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

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

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

PORTFOLIO TURNOVER

   
    The  portfolio  turnover  rate  of  the  fund  is  shown  in  the  financial
information on page 5 of this Prospectus.
    

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution of the security in question to the fund's  objectives.
The 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


    PROSPECTUS                      INFORMATION REGARDING THE FUNDS      7


character of capital gains,  if any,  realized and distributed by the fund since
short-term capital gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

    The fund may invest in repurchase  agreements when such transactions present
an attractive  short-term return on cash that is not otherwise  committed to the
purchase of securities pursuant to the investment policies of the fund.

    A  repurchase  agreement  occurs  when,  at the time the fund  purchases  an
interest-bearing  obligation,  the seller (a bank or a broker-dealer  registered
under  the  Securities  Exchange  Act of  1934)  agrees  to  repurchase  it on a
specified  date in the future at an  agreed-upon  price.  The  repurchase  price
reflects  an  agreed-upon  interest  rate  during the time the  fund's  money is
invested in the security.

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

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

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

FUTURES AND OPTIONS

   
    The fund may invest in financial  futures  contracts and options thereon.  A
financial  futures  contract  is an  agreement  to take or  make  delivery  of a
financial  asset or an amount of cash, as specified in the applicable  contract,
at some time in the future.  The value of the asset or cash to be  delivered  at
the end of the contract period is calculated  based upon the difference in value
between  the  making of the  contract  and the end of the  contract  period of a
financial index, indicator, or security underlying the futures contract.

    Rather  than  actually  purchasing  a  financial  asset  (e.g.,  a long-  or
short-term  treasury security) or all of the securities  contained in a specific
index (e.g., the S&P 500), the manager may choose to purchase a futures contract
which reflects the value of such  securities or index.  For example,  an S&P 500
futures  contract  reflects the value of the underlying  companies that comprise
the S&P 500 Composite  Stock Price Index.  If the aggregate  market value of the
index securities increases or decreases during the contract period of an S&P 500
futures  contract,  the amount of cash to be paid to the contract  holder at the
end of the period would  correspondingly  increase or decrease. As a result, the
manager  is able to expose to the  market  cash that is held by the fund to meet
anticipated redemptions or for future investment opportunities.  Because futures
contracts  generally settle more quickly than their underlying  securities,  the
manager  believes that the use of futures and options thereon allows the fund to
be fully invested while maintaining the needed liquidity.

    The fund will not  purchase  leveraged  futures.  When a fund  enters into a
futures  contract,  it  must  make  a  deposit  of  cash  or  high-quality  debt
securities,  known as "initial  margin," as partial security for its performance
under the  contract.  As the value of the  contract  fluctuates,  a party to the
contract may be required to make additional margin payments, known as "variation
margin," to cover a portion of such  fluctuation.  A fund will also deposit in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fund's payment  obligation under the futures contract,
less any initial or variation  margin.  For options sold, a fund will  segregate
cash or  high-quality  debt  securities  equal to the  value  of the  securities
underlying the option unless the option is otherwise covered.
    

DERIVATIVE SECURITIES

    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").


8      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


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

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

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

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

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

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

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

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

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

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

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

    The fund may,  from time to time,  purchase Rule 144A  securities  when they
present  attractive  investment  opportunities  that  otherwise  meet the fund's
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded among qualified  institutional  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 a fund offering redeemable  securities is
a question of fact for the Board of Directors to determine,  such  determination
to be based upon a consideration  of the readily  available  trading markets and
the review of any contractual  restrictions.  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


    PROSPECTUS                         INFORMATION REGARDING THE FUNDS      9


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).

   
INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORY

    The fund may invest in the  securities  of issuers  with  limited  operating
history.  The manager considers an issuer to have a limited operating history if
that issuer has a record of less than three years of continuous operation.

    Investments  in  securities  of issuers with limited  operating  history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

    New  Opportunities  will not invest more than 10% of its total assets in the
securities of issuers with less than a three-year operating history. The manager
will  consider  periods of capital  formation,  incubation,  consolidation,  and
research and development in determining whether a particular issuer has a record
of three years of continuous operation.
    

SHORT SALES

   
    The fund may engage in short  sales if, at the time of the short  sale,  the
fund owns or has the right to acquire  securities  equivalent in kind and amount
to the securities being sold short.  Such  transactions  allow the fund to hedge
against price fluctuations by locking in a sale price for securities it does not
wish to sell immediately.
    

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

PERFORMANCE ADVERTISING

    From time to time, the fund may advertise performance data. Fund performance
may be shown  by  presenting  one or more  performance  measurements,  including
cumulative total return or average annual total return.

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

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

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


10      INFORMATION REGARDING THE FUNDS        AMERICAN CENTURY INVESTMENTS


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

 AMERICAN CENTURY INVESTMENTS

    The New  Opportunities  Fund 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 1-800-345-8810 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 you would like  additional  copies of  financial  reports  and
prospectuses or separate mailing of account statements, please call us.
    

INVESTING IN AMERICAN CENTURY

    The  following  section  explains how to invest in American  Century  funds,
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.

A WARNING TO SHORT-TERM INVESTORS

    In order to protect the fund's  performance  potential,  it is the desire of
the manager that only investors that intend to leave their money in the fund for
the long term, i.e., for more than five years,  actually invest in the fund. Two
policies  have  been  adopted  to  highlight  for  potential  investors  that an
investment in the fund should be viewed as a long-term  commitment.  First,  the
minimum  initial  investment  for the fund is $10,000.  Second,  shares that are
redeemed or exchanged  within five years of their  purchase will be subject to a
redemption fee of 2% of the value of the shares redeemed or exchanged.  This fee
will be retained by the fund to help  minimize the impact such  redemptions  and
exchanges have on fund performance and, hence, on the other  shareholders of the
fund.

    BECAUSE  OF THE  SIGNIFICANT  NEGATIVE  IMPACT  THAT  THE FEE  WILL  HAVE ON
REDEMPTIONS OR EXCHANGES MADE WITHIN FIVE YEARS OF PURCHASE,  THOSE  PROSPECTIVE
INVESTORS  WHO DO NOT  WANT  TO,  OR ARE NOT ABLE  TO,  COMMIT  TO  LEAVE  THEIR
INVESTMENT IN THE FUND FOR AT LEAST FIVE YEARS SHOULD NOT INVEST IN THE FUND.

HOW TO OPEN AN ACCOUNT

    Shares of the fund are only  available for purchase by  participants  in our
Priority Investors Program and employees of the affiliated  companies comprising
the American Century family of funds.

    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  initial  investment  for  Priority  Investors  in this fund is
$10,000; the maximum aggregate investment in the fund is $500,000.  Any increase
in value as a result of share price appreciation and distributions from the fund
that are reinvested in the fund do not count against this $500,000 maximum.

    The manager  currently  intends to close the fund to new investors  when the
fund reaches $400,000,000 in net assets.

    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.


     PROSPECTUS         HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS      11


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:

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

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

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

(a)  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.

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

(a)  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  Traditional  IRA, Roth IRA,  Education IRA,  SEP-IRA,
         SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.
    

BY EXCHANGE

    Call 1-800-345-8810 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 page
13 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 a previous statement or confirmation.  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 this page 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


12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


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 fund's 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  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.

   
    EXCHANGES OF SHARES MADE WITHIN FIVE YEARS OF THEIR PURCHASE WILL BE SUBJECT
TO A  REDEMPTION  FEE OF 2% OF THE  VALUE  OF THE  SHARES  EXCHANGED.  THE  FUND
RESERVES  THE RIGHT TO MODIFY ITS POLICY  REGARDING  THIS  REDEMPTION  FEE OR TO
WAIVE SUCH POLICY IN WHOLE OR IN PART FOR CERTAIN  CLASSES OF INVESTORS.  SEE "A
WARNING TO SHORT-TERM INVESTORS," PAGE 11.
    

    If, in any 90-day period,  the total of your exchanges and your  redemptions
from any one account  exceeds the lesser of $250,000 or 1% of the fund's assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions.  See "Special  Requirements for Large Redemptions,"
page 14.

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 can 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 1-800-345-8810
to get 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  1-800-345-8810  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 complete  redemption request
is received. For large redemptions,  please read "Special Requirements for Large
Redemptions," page 14.

    REDEMPTION  OF SHARES  MADE  WITHIN  FIVE  YEARS OF THEIR  PURCHASE  WILL BE
SUBJECT TO A REDEMPTION  FEE OF 2% OF THE VALUE OF THE SHARES  REDEEMED.  SEE "A
WARNING TO SHORT-TERM INVESTORS," PAGE 11.

    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 14.

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 for an amount you choose  (minimum
$50). To set up a Check-


    PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS     13


A-Month  plan  or  request  a  brochure,   please  call  an  Investor   Services
Representative.

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

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

    We have  elected to be governed by Rule 18f-1 under the  Investment  Company
Act,  which  obligates  each  fund  make  certain   redemptions  in  cash.  This
requirement  to  pay  redemptions  in  cash  applies  to  situations  where  one
shareholder  redeems,  during any 90-day period, up to the lesser of $250,000 or
1% of the assets of the fund. Although  redemptions in excess of this limitation
will  also  normally  be paid in  cash,  we  reserve  the  right  under  unusual
circumstances  to honor these  redemptions by making payment in whole or in part
in readily marketable securities (a "redemption-in-kind").

    If payment is made in  securities,  the  securities  will be selected by the
fund,  will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

    If your redemption would exceed this limit and you would like to avoid being
paid in  securities,  please  provide us with an  unconditional  instruction  to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur.  The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the  transaction.  This  minimizes the effect of the
redemption on the fund and its remaining shareholders.

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

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 to bring
the value of the shares held in the account up to the minimum.  See "How to Open
an  Account,"  page 11. 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


14 HOW TO INVEST WITH AMERICAN CENTURY  INVESTMENTS AMERICAN CENTURY INVESTMENTS


which service options you elect when you open your account.  For example, if you
choose "In Writing Only," a signature guarantee would be required when:

    *    redeeming more than $25,000; or

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

    You can 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 daily share prices,  receive updates on major
market  indices and view  historical  performance  of your funds.  If you select
"Full Services" on your  application,  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  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 person.  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); or

    *    403(b) plans.

    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


    PROSPECTUS       HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       15


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.  In
         particular,  the manager has established  different minimum  investment
         amounts for the employees of its affiliated  companies,  and may change
         those amounts from time to time.

  (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  Investors  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.

  (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.

16 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS

    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 semiannual  report  relating to
your fund. The annual report includes audited financial statements and a list of
portfolio  securities as of the fiscal year end. The semiannual  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.


    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
received by us or one of our agents or designees before the time as of which the
net asset value of the fund is  determined,  are  effective on, and will receive
the price  determined,  that day.  Investment,  redemption and exchange requests
received  thereafter  are effective on, and receive the price  determined as of,
the close of the Exchange on, the next day the Exchange is open.
    

    Investments  are  considered  received  only when payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the time as of which the net asset value of
the fund is determined.

    Investments by telephone pursuant to your prior  authorization to us to draw
on a 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  of the fund is
determined, will receive that day's price. Investments and instructions received
after that time will receive the price determined on the next business day.

HOW SHARE PRICE IS DETERMINED

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

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


18   ADDITIONAL INFORMATION YOU SHOULD KNOW      AMERICAN CENTURY INVESTMENTS


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  values  of  New  Opportunities  are  published  in  leading
newspapers  daily.  The net asset value may also be obtained by calling us or by
accessing our Web site (www.americancentury.com).

DISTRIBUTIONS

    In  general,  distributions  from net  investment  income  and net  realized
securities  gains,  if any, are declared and paid annually on or before December
31, but the fund may make  distributions on a more frequent basis to comply with
the  distribution  requirements of the Internal Revenue Code, in all events in a
manner consistent with the provisions of the Investment Company Act.

   
    Distributions  will be reinvested  unless you elect to receive them in cash.
Distributions  of less than $10 generally will be  reinvested.  You may elect to
have  distributions on shares held in certain IRAs 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.
    

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

    If 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. The dividends from net income may qualify for the 70% dividends
received  deduction  for  corporations  to the extent  that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held  greater  than 12 months but no more than 18 months (28% rate gain)  and/or
assets held  greater  than 18 months  (20% rate gain) are  taxable as  long-term
gains  regardless of the length of time you have held the shares.  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 (28% or 20% rate gain) to you with
respect to such shares.
    

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

    If more than 50% of the value of the fund's  total assets at the end of each
quarter of its fiscal year consists of securities of foreign  corporations,  the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such fiscal year so that


    PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW     19


   
fund  shareholders  may be  able to  claim a  foreign  tax  credit  in lieu of a
deduction  for  foreign  income  taxes paid by the fund.  If such an election is
made,  the foreign taxes paid by the fund will be treated as income  received by
you.

    In order for the  shareholder to utilize the foreign tax credit,  the mutual
fund shares  must have been held for 16 days or more  during the 30-day  period,
beginning 15 days prior to the ex-dividend date for the mutual fund shares.  The
mutual  fund must meet a similar  holding  period  requirement  with  respect to
foreign  securities  to which a dividend  is  attributable.  Any  portion of the
foreign tax credit which is  ineligible  as a result of the fund not meeting the
holding period  requirement will be separately  disclosed and may be eligible as
an itemized deduction.

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

    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 (28% and/or 20% rate gain).
    

    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 a 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  redemption 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 considered long-term subject to tax
at a maximum rate of 28% (28% rate  gain/loss)  if  shareholders  have held such
shares  for a period  of more than 12  months  but no more  than 18  months  and
long-term  subject  to tax at a maximum  rate of 20%,  minimum  of 10% (20% rate
gain/loss)  if  shareholders  have held such shares for a period of more than 18
months. 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.
    


20     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


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

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

   
    CHRISTOPHER K. BOYD, Vice President and Portfolio  Manager,  joined American
Century in January  1998.  With the  exception  of 1997,  Mr. Boyd has been with
American  Century  since  March 1988 and  served as a  Portfolio  Manager  since
December 1992.  During 1997,  Mr. Boyd was in private  practice as an investment
advisor.
    

    JOHN D. SEITZER,  Portfolio Manager, joined American Century in June 1993 as
an Investment  Analyst,  a position he held until July 1996. At that time he was
promoted to Portfolio  Manager.  Prior to joining American Century,  Mr. Seitzer
attended Indiana University from August 1991 to June 1993, where he obtained his
MBA degree.

    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 fund, the manager receives an annual fee of
1.5% of the average net assets of the fund.

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

CODE OF ETHICS

    The fund and the  manager  have  adopted  a Code of  Ethics  that  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 those funds.

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.

    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


    PROSPECTUS                     ADDITIONAL INFORMATION YOU SHOULD KNOW    21


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.

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

   
    Pursuant  to  a  Sub-Administration   Agreement  with  the  manager,   Funds
Distributor,  Inc.  (FDI) serves as the  Co-Administrator  for the fund.  FDI is
responsible  for (i) providing  certain  officers of the fund and (ii) reviewing
and filing  marketing and sales  literature on behalf of the fund.  The fees and
expenses of FDI are paid by the manager out of its unified fee.
    

DISTRIBUTION OF FUND SHARES

   
    The fund's shares are distributed by FDI, a registered broker-dealer. FDI is
a wholly-owned  indirect  subsidiary of Boston  Institutional  Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109.  The Investor Class of shares does not pay any commissions or sales loads
to the distributor or any other  broker-dealers  or financial  intermediaries in
connection with the distribution of fund shares.

    Investors  may  open  accounts  with  American   Century  only  through  the
distributor.  All purchase  transactions  in the fund offered by this Prospectus
are  processed  by the  transfer  agent,  which  is  authorized  to  accept  any
instructions relating to fund accounts.  All purchase orders must be accepted by
the  distributor.  All fees and expenses of FDI in acting as distributor for the
fund are paid by the manager.
    

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 419287, Kansas City, Missouri 64141-6287.  All inquiries may be
made by mail to that  address,  or by  phone  to  1-800-345-8810  (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.
    

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

    Shares have  non-cumulative  voting rights,  which means that the holders of
more than 50% of the 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.


22     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


                                      NOTES


                                                                  NOTES       23


                                      NOTES


24      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                      NOTES


                                                                  NOTES       25


P.O. BOX 419287 
KANSAS CITY, MISSOURI 
64141-6287

INVESTOR SERVICES:  
1-800-345-8810 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: 816-531-5689

WWW.AMERICANCENTURY.COM

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

9802           [recycled logo]
SH-BKT-11520      Recycled
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

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

   
                                  MARCH 1, 1998
    

                       AMERICAN CENTURY MUTUAL FUNDS, INC.


   
                       STATEMENT OF ADDITIONAL INFORMATION
                                  MARCH 1, 1998
    

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

This statement is not a prospectus but should be read in conjunction  with those
American Century  prospectuses  dated March 1, 1998. 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,    or    access    our    Web    site
(www.americancentury.com).

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 Lending .........................................................    8
Portfolio Turnover ........................................................    8
Interest Rate Futures Contracts and Related Options .......................    9
Officers and Directors ....................................................   13
Management ................................................................   15
Custodians ................................................................   17
Independent Auditors ......................................................   17
Capital Stock .............................................................   17
Multiple Class Structure ..................................................   18
Brokerage .................................................................   20
Performance Advertising ...................................................   21
Redemptions in Kind .......................................................   23
Holidays ..................................................................   24
Financial Statements ......................................................   24
    


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.  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 fund will generally
consist  of  common  stocks.  However,   subject  to  the  specific  limitations
applicable to a fund,  the manager may invest the assets of each fund 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. See "AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS," page 6. 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  U.S.  currency.  Such  securities  may  be  obligations  issued  or
guaranteed  by the U.S.  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


2                                                AMERICAN CENTURY INVESTMENTS


   
required by the rule, the Board of Directors has adopted procedures  designed to
stabilize,  to the extent  reasonably  possible,  the fund's  price per share as
computed for the purpose of sales and redemptions at $1.00. While the day-to-day
operation  of  the  fund  has  been  delegated  to  the  manager,   the  quality
requirements  established  by the procedures  limit  investments to certain U.S.
dollar-denominated  instruments  that the  Board  of  Directors  has  determined
present  minimal credit risks and that 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,  are of comparable quality.
See "AN EXPLANATION OF FIXED INCOME SECURITIES  RATINGS," page 6. 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 U.S.  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 U.S. 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. See "AN  EXPLANATION  OF FIXED  INCOME  SECURITIES
RATINGS,"  page 6. 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 that 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. Convertible 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  that 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


STATEMENT OF ADDITIONAL INFORMATION                                          3


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  synthetic
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


4                                               AMERICAN CENTURY INVESTMENTS


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

    (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,
broker-dealers,  underwriters or investment advisors, 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  or  state  agency  participates  in or
supervises  the  management  of the  funds  or  their  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 restriction,  the
SEC 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 that may otherwise
be available to them under the Investment Company Act.
    

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; or

   
    (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 portfolio  securities either  denominated in, or whose value is tied
        to, such foreign currency.
    

    As to the  first  circumstance,  when a fund  enters  into a  trade  for the
purchase  or sale of a security  denominated  in a foreign  currency,  it may be
desirable to establish (lock in) the U.S.  dollar cost or proceeds.  By entering
into  forward  contracts  in U.S.  dollars for the purchase or sale of a foreign
currency involved in an underlying security  transaction,  the fund will be able
to protect  itself  against a possible loss between trade and  settlement  dates
resulting from the adverse change in the relationship between the U.S. dollar at
the subject foreign currency.

   
    Under the second  circumstance,  when the manager believes that the currency
of a particular  country may suffer a substantial  decline  relative to the U.S.
dollar,  a fund could enter into a foreign  contract to sell for a fixed  dollar
amount the amount in foreign  currencies  approximating the value of some or all
of its portfolio  securities  either  denominated in, or whose value is tied to,
such foreign currency.  The fund will place cash or high-grade liquid securities
in a
    


STATEMENT OF ADDITIONAL INFORMATION                                       5


separate  account  with its  custodian  in an  amount  equal to the value of the
forward  contracts entered into under the second  circumstance.  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  generally would not 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  prospectuses,  the funds may invest 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 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.

   CCC - Debt rated CCC has a currently identifiable vulnerability to default
   and is dependent upon


6                                                AMERICAN CENTURY INVESTMENTS


   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 that make the long-term risks appear somewhat larger than in
   Aaa securities.

   A - Debt that 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  that  suggest a  susceptibility  to  impairment  sometime  in the
   future.

   BAA - Debt  that 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 in 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.

   CAA - Bonds that are rated Caa are of poor standing. Such issues may be in
   default, or there may be


STATEMENT OF ADDITIONAL INFORMATION                                         7


   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 securities equivalent in kind and amount to the securities 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.  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 LENDING

   
    In order  to  realize  additional  income,  a fund  may  lend its  portfolio
securities.  Such loans may not exceed one-third of the fund's net assets valued
at market 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.
    

PORTFOLIO TURNOVER

   
    The  portfolio  turnover  rates of the  funds  are  shown  in the  Financial
Highlights table in the prospectuses.

    With  respect to each fund,  the manager will  purchase and sell  securities
without  regard to the length of time the security  has been held.  Accordingly,
the fund's rate of portfolio turnover may be substantial.

    The funds intend to purchase a given security  whenever the manager believes
it will contribute to the stated objective of the fund. In order to achieve each
fund's investment  objective,  the manager 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,
    


8                                                  AMERICAN CENTURY INVESTMENTS


   
if the manager believes that the security 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,
it  should be  expected  that the  funds  will,  under  most  circumstances,  be
essentially fully invested in equity securities.

    Since investment decisions 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 believes a change is in order
to achieve  those  objectives,  and the fund'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 that 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  that may then be  purchased  in an orderly  fashion.  As
securities are purchased, corresponding futures positions would be terminated by
offsetting sales.

    The  "sale"  of a debt  future  means  the  acquisition  by the  fund  of an
obligation to deliver the related debt securities (i.e., those called for by the
contract) at a specified  price on a specified  date.  The  "purchase" of a debt
future means the acquisition by the fund of an obligation to acquire the related
debt  securities at a specified  time on a specified  date. The "sale" of a bond
index future means the  acquisition  by the fund of an  obligation to deliver an
amount of cash equal to a specified  dollar amount times the difference  between
the index value at the close of the last trading day of the future and the price
at which the future is  originally  struck.  No  physical  delivery of the bonds
making up the index is  expected  to be made.  The  "purchase"  of a bond  index
future means the  acquisition  by the fund of an  obligation to take delivery of
such an amount of cash.

    Unlike when the fund purchases or sells a bond, no price is paid or received
by the fund upon the 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


STATEMENT OF ADDITIONAL INFORMATION                                          9


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" or buying  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"  or  selling  position  in a futures  contract,  which  means that it is
required to deliver the underlying securities. When the fund purchases an option
on a futures  contract  it acquires a right in return for the premium it pays to
assume a position in a futures contract.
    

    If a fund  writes an option on a futures  contract  it will be  required  to
deposit initial and variation  margin pursuant to requirements  similar to those
applicable to futures contracts. Premiums received from the writing of an option
on a future are included in the initial margin deposit.

    For  options  sold,  the  fund  will  segregate  cash or  high-quality  debt
securities  equal to the value of  securities  underlying  the option unless the
option is otherwise covered.

    A fund  will  deposit  in a  segregated  account  with  its  custodian  bank
high-quality  debt  obligations  maturing  in one year or less,  or cash,  in an
amount equal to the  fluctuating  market value of long futures  contracts it has
purchased less any margin  deposited on its long  position.  It may hold cash or
acquire such debt obligations for the purpose of making these deposits.

    Changes in variation  margin are recorded by a fund as  unrealized  gains or
losses.  Initial margin payments will be deposited in the fund's  custodian bank
in an account  registered  in the  broker's  name;  access to the assets in that
account may be made by the broker only under specified  conditions.  At any time
prior to expiration of a futures contract or an option thereon, a fund may elect
to close the  position  by taking an  opposite  position  that will  operate  to
terminate its position in the futures contract or option. A final  determination
of variation margin is made at that time; additional cash is required to be paid
by or released to it and it realizes a loss or gain.

    Although  futures  contracts by their terms call for the actual  delivery or
acquisition of the underlying  securities or cash, in most cases the contractual
obligation is so fulfilled without having to make or take delivery. The funds do
not  intend  to  make  or  take  delivery  of  the  underlying  obligation.  All
transactions  in futures  contracts  and  options  thereon  are made,  offset or
fulfilled  through a  clearinghouse  associated  with the  exchange on which the
instruments  are  traded.  Although  the funds  intend  to buy and sell  futures
contracts  only on  exchanges  where  there  appears  to be an active  secondary
market,  there is no assurance that a liquid secondary market will exist for any
particular  future at any particular time. In such event, it may not be possible
to close a futures contract position.  Similar market liquidity risks occur with
respect to options.

    The use of  futures  contracts  and  options  thereon  to attempt to protect
against the market  risk of a decline in the value of  portfolio  securities  is
referred to as having a "short futures  position." The use of futures  contracts
and  options  thereon to attempt to protect  against the market risk that a fund
might not be fully  invested at a time when the value of the securities in which
it invests is increasing is referred to as having a "long futures position." The
funds must operate within certain restrictions as to long and short positions in
futures  contracts  and options  thereon under a rule (CFTC Rule) adopted by the
Commodity  Futures  Trading  Commission  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


10                                            AMERICAN CENTURY INVESTMENTS


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  that 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 that could
distort the normal  relationship  between the cash and futures markets.  Second,
the  liquidity  of the futures  market  depends on  participants  entering  into
offsetting  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


STATEMENT OF ADDITIONAL INFORMATION                                        11


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 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


12                                              AMERICAN CENTURY INVESTMENTS


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 ages (listed
in parentheses),  principal business  experience during the past five years, and
their  affiliations  with  the  funds'  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. (73),* 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 (38),* Director;  Chief Executive Officer and Director,
American Century Companies,  Inc., American Century Investment Management,  Inc.
and American Century Services Corporation.

    THOMAS A. BROWN  (57),  Director;  Director  of Plains  States  Development,
Applied  Industrial  Technologies,  Inc., a  corporation  engaged in the sale of
bearings and power transmission products.

    ROBERT W. DOERING, M.D. (64), Director; retired, formerly general surgeon.

    ANDREA C. HALL,  PH.D. (53),  Director;  Senior Vice President and Associate
Director, Midwest Research Institute.

    D. D. (DEL) HOCK (62), Director;  retired, formerly Chairman, Public Service
Company of Colorado;  Director,  Service Tech, Inc., Hathaway  Corporation,  and
J.D. Edwards & Company.

    DONALD H. PRATT (59), Vice Chairman of the Board and Director; President and
Director, Butler Manufacturing Company.

    LLOYD T. SILVER JR. (69),  Director;  President,  LSC, Inc.,  manufacturer's
representative.

    M. JEANNINE STRANDJORD (51), Director;  Senior Vice President and Treasurer,
Sprint Corporation; Director, DST Systems, Inc.

    RICHARD W. INGRAM (42), President;  Executive Vice President and Director of
Client Services and Treasury  Administration of Funds  Distributor,  Inc. (FDI).
Mr. Ingram  joined FDI in 1995.  Prior to joining FDI, Mr. Ingram served as Vice
President and Division  Manager for First Data  Investor  Services  Group,  Inc.
(from March 1994 to November 1995) and before that as Vice President,  Assistant
Treasurer and Tax Director-Mutual  Funds of The Boston Company,  Inc. (from 1989
to 1994).

    MARYANNE  ROEPKE,   CPA  (42),  Vice  President,   Treasurer  and  Principal
Accounting Officer; Vice President, American Century Services Corporation.

    PATRICK A. LOOBY (39), Vice  President;  Vice  President,  American  Century
Services Corporation.

    CHRISTOPHER  J. KELLEY (33),  Vice  President;  Vice President and Associate
General  Counsel of FDI.  Prior to joining FDI, Mr.  Kelley  served as Assistant
Counsel at Forum  Financial Group (from April 1994 to July 1996) and before that
as a compliance officer for Putnam Investments (from 1992 to 1994).

    MARY A. NELSON (33), Vice President;  Vice President and Manager of Treasury
Services and  Administration  of FDI. Prior to joining FDI, Ms. Nelson served as
Assistant Vice President and Client Manager for The Boston  Company,  Inc. (from
1989 to 1994).
    


STATEMENT OF ADDITIONAL INFORMATION                                       13


    MERELE A. MAY (35), Controller.

    C. JEAN WADE, CPA (34), 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.  (chairman),  Stowers  III and  Pratt  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.

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

    Messrs.  Brown  (chairman),  Pratt ,  Silver  and Dr.  Hall  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), Hock 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  corporation  and by the American  Century  family of funds as a whole to
each Director of the corporation who is not an "interested person" as defined in
the Investment Company Act.

                                  Aggregate          Total Compensation from
                                 Compensation         the American Century
Director                    from the corporation(1)    Family of Funds(2)
- --------------------------------------------------------------------------------
Thomas A. Brown                     $51,000                    $60,000
Robert W. Doering, M.D.              49,500                     49,500
Andrea C. Hall(3)                      0                         8,833
D.D. (Del) Hock                      49,500                     49,500
Linsley L. Lundgaard(3)              51,500                     42,333
Donald H. Pratt                      51,000                     60,000
Lloyd T. Silver Jr.                  49,000                     49,000
M. Jeannine Strandjord               49,000                     48,833
- --------------------------------------------------------------------------------

(1) Includes  compensation  paid to the  Directors  during the fiscal year ended
    October 31, 1997, 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, $7,016; Mr. Hock,
    $35,000; Mr. Lundgaard,  $20,700; Mr. Pratt,  $14,630; Mr. Silver,  $36,800;
    and Ms. Strandjord, $35,600.

(2) Includes  compensation  paid by the 13  investment  company  members  of the
    American  Century  family of funds for the calendar year ended  December 31,
    1997.

(3) Andrea Hall replaced Linsley Lundgaard as an independent  director effective
    November 1, 1997.
    


14                                              AMERICAN CENTURY INVESTMENTS


    The  corporation  has adopted the American  Century  Mutual  Funds  Deferred
Compensation   Plan  for   Non-Interested   Directors.   Under  the  Plan,   the
non-interested person Directors may defer receipt of all or any part of the fees
to be paid to them for serving as Directors of the corporation.

    Under the Plan, all deferred fees are credited to an account  established in
the name of the 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  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 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 Director  under the Plan during the fiscal
year ended October 31, 1997.
    

    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' manager,  American Century Investment  Management,  Inc., appears in each
Prospectus under the heading, "MANAGEMENT."

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

   
FUND                                                  Years Ended October 31,
- -------------------------------------------------------------------------------
                                 1997             1996             1995
- -------------------------------------------------------------------------------

SELECT
  Management fees          $   44,667,241   $   39,305,054   $   40,918,896
  Average net assets        4,476,035,858    3,935,124,830    4,100,172,070

HERITAGE
  Management fees              11,959,662       10,572,605        8,900,956
  Average net assets        1,198,114,508    1,065,351,654      899,947,177

GROWTH
  Management fees              48,473,362       47,632,557       45,713,727
 Average net assets         4,856,408,036    4,789,339,586    4,575,064,437

ULTRA
  Management fees             204,740,370      162,207,777      113,284,379
  Average net assets       20,519,115,082   16,286,747,712   11,330,063,925

VISTA
  Management fees              19,603,205       20,199,050       11,104,694
  Average net assets        1,963,103,523    2,041,214,251    1,123,979,069

GIFTRUST
  Management fees               9,052,939        7,161,935        3,840,425
  Average net assets          903,145,731      731,222,156      389,827,724

BALANCED
  Management fees               9,021,923        8,345,585        7,303,148
  Average net assets          903,406,970      844,937,283      743,379,550

CASH RESERVE
  Management fees               8,526,266        9,593,595        9,546,843
  Average net assets        1,262,210,641    1,375,448,677    1,367,481,447

LIMITED-TERM BOND
  Management fees                  78,059           52,116           40,530
  Average net assets           11,269,508        7,680,716        5,906,790

INTERMEDIATE-TERM BOND
  Management fees                 131,721          108,870           59,552
  Average net assets           17,654,785       14,807,295        8,128,357

BENHAM BOND
  Management fees               1,057,852        1,148,428        1,038,120
  Average net assets          132,387,316      146,071,676      132,239,065

HIGH-YIELD
  Management fees                   8,462               -                -
  Average net assets           10,724,074               -                -

NEW OPPORTUNITIES
  Management fees                2,150,593              -                -
  Average net assets           169,777,445              -                -
- -------------------------------------------------------------------------------


STATEMENT OF ADDITIONAL INFORMATION                                       15


    The  management  fees shown on the previous page include the following  fees
paid on Advisor and Institutional Class shares:

FUND                                       Years Ended October 31,
- -------------------------------------------------------------------------------
                                1997                 1996
- -------------------------------------------------------------------------------
SELECT
  Advisor                    $  2,076              $    -
  Institutional                58,797                   -

HERITAGE
  Advisor                         256                   -
  Institutional                   386                   -

GROWTH
  Advisor                       1,341                   -
  Institutional                   520                   -

ULTRA
  Advisor                     151,348               7,146
  Institutional                29,381                   -

VISTA
  Advisor                      47,319               3,127
  Institutional                80,429                   -

BALANCED
  Advisor                      24,173                   -

CASH RESERVE
  Advisor                       1,287                   -

INTERMEDIATE-TERM BOND
  Advisor                         482                   -

BENHAM BOND
  Advisor                         307                   -
- -------------------------------------------------------------------------------
    

    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 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 fund,  or in
different  amounts  and at  different  times for more than one but less than all
clients or funds.  In addition,  purchases or sales of the same  security may be
made for two or more clients or funds on the same date. Such  transactions  will
be allocated  among  clients or funds 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, 1998,  the manager was acting as an investment  advisor to 10
institutional  accounts with an aggregate value of  $355,801,021.  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
an existing fund.  Accordingly,  any time a security is being bought or sold for
the fund,  it may also be bought or sold for any  institutional  accounts  being
managed in a similar manner with a similar
    


16                                                AMERICAN CENTURY INVESTMENTS


   
investment objective. 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, 1997,
1996  and  1995  have  been,   respectively,   $115,769,224,   $118,664,664  and
$100,504,910.
    

    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.

INDEPENDENT AUDITORS

   
    Deloitte & Touche LLP, 1010 Grand Avenue,  Kansas City,  Missouri 64106, was
appointed  to  serve  as the  independent  auditors  to  examine  the  financial
statements of the funds  commencing with the fiscal year ended October 31, 1997.
As the independent  auditors of the funds,  Deloitte & Touche provides  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.

    Baird, Kurtz & Dobson, 1100 Main Street, Kansas City, Missouri 64105, served
as independent  auditors for the funds for the period ended October 31, 1996 and
for all prior periods.
    

CAPITAL STOCK

    The funds' capital stock is described in the Prospectuses under the heading,
"FURTHER INFORMATION ABOUT AMERICAN CENTURY."

   
    The  corporation  currently  has 13 series of  shares  outstanding.  Select,
Growth,  Ultra,  Vista,  Heritage  and  Balanced  are further  divided into four
classes. Cash Reserve,  Limited-Term Bond,  Intermediate-Term  Bond, Benham Bond
and High Yield are further  divided  into three  classes.  See  "MULTIPLE  CLASS
STRUCTURE,  " page 18. The funds may in the future  issue  additional  series or
classes of shares without a vote of  shareholders.  The assets belonging to each
series or class of shares are held separately by the custodian and the shares of
each series or class represent a beneficial interest in the principal,  earnings
and profit (or losses) of  investment  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  the  funds,
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 January 31,  1998,  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 -- 8.6%

Ultra                    Charles Schwab & Co.
                         San Francisco, California -- 8.7%

                         Nationwide Life Insurance Company
                             Columbus, Ohio -- 6.7%

Vista                    Charles Schwab & Co.
                         San Francisco, California -- 5.8%

Heritage                 Bankers Trust Company as Trustee for
                         Kraft General Foods
                         Jersey City, New Jersey -- 13.1%

                         Bankers Trust Company as Trustee for
                         Philip Morris  Deferred Profit Trust
                         Jersey City, New Jersey -- 6.3%

Limited-Term Bond        American Century Companies, Inc.
                         Kansas City, Missouri -- 59.4%

                         United Missouri Bank as Trustee for
                         Hitatchi Deferred Compensation Plan & Trust
                         Kansas City, Missouri -- 5.0%


STATEMENT OF ADDITIONAL INFORMATION                                        17


NAME OF                  SHAREHOLDER
FUND                     AND PERCENTAGE
- --------------------------------------------------------------------------------

Intermediate-Term
Bond                     American Century Companies, Inc.
                         Kansas City, Missouri -- 10.2%

                         Charles Schwab & Co.
                         San Francisco, California - 6.2%

                         The Chase Manhattan Bank as Trustee for
                         Gza Geo Environmental Inc. Restated
                         401(k) Profit Sharing Plan and Trust
                         New York, New York -- 5.3%

Benham Bond              Charles Schwab & Co.
                         San Francisco, California - 6.2%

New Opportunities        American Century Companies, Inc.
                         Kansas City, Missouri -- 5.6%
- --------------------------------------------------------------------------------
    

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 shares:  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 without any load
or commission,  for a single unified management fee. 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 this 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
Investment Company Act.
    

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
Investment Company 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 is 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


18                                           AMERICAN CENTURY INVESTMENTS


   
enable the funds' shares to be made  available  through such plans and financial
intermediaries, and to compensate them for such services, the funds' 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.

    The  manager  and the  funds'  distributor,  Funds  Distributor,  Inc.  (the
"Distributor")  enter 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  requests  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 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'
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 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
commissions,  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


STATEMENT OF ADDITIONAL INFORMATION                                    19


   
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 Investment Company 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  discussed below 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 investments 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,  1997,  1996  and  1995,  the  brokerage
commissions of each fund were as follows:

                                    Years Ended October 31,
- --------------------------------------------------------------------------------
FUND                       1997             1996              1995
- --------------------------------------------------------------------------------
SELECT                $ 6,524,088       $ 8,157,658        $11,363,976
HERITAGE                1,649,678         3,093,265          3,164,737
GROWTH                  5,774,694        10,712,208         13,577,767
ULTRA                  33,165,434        22,985,927         18,911,590
VISTA                   2,569,051         2,246,175          1,750,665
GIFTRUST                1,329,818           886,460            571,349
BALANCED                  957,506         1,038,530            875,207
NEW OPPORTUNITIES         264,978                 -                 -
- --------------------------------------------------------------------------------

    In 1997,  $49,812,852 of the total brokerage commissions was paid to brokers
and dealers who provided information and services on transactions of $52,235,247
(95% 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,


20                                            AMERICAN CENTURY INVESTMENTS


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.

EQUITY FUNDS

    Average  annual  total  return is  calculated  by  determining  each  fund's
cumulative  total  return for the stated  period and then  computing  the annual
compounded  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.

   
    The  following  tables set forth the  average  annual  total  return for the
various classes of the equity funds and Balanced for the one-, five- and 10-year
periods (or the period since  inception) ended October 31, 1997, the last day of
the funds' fiscal year.
    

INVESTOR CLASS SHARES:

   
                                                                      From
FUND                  1 year         5 year          10 year       Inception
- --------------------------------------------------------------------------------
SELECT                27.89%         14.79%          13.64%           --
HERITAGE              29.56%         17.10%            --          16.90%(1)
GROWTH                27.85%         13.50%          15.34%           --
ULTRA                 19.95%         20.00%          22.52%           --
VISTA                  0.29%         13.65%          15.62%           --
GIFTRUST               1.95%         22.35%          22.43%           --
BALANCED              16.34%         11.69%            --          12.66%(2)
NEW OPPORTUNITIES       --             --              --           6.20%(3)
- --------------------------------------------------------------------------------

(1)  Inception date was November 10, 1987.
(2)  Inception date was October 20, 1988.
(3)  Inception date was December 26, 1996.

INSTITUTIONAL CLASS SHARES:

                                          From                 Inception
FUND                   1 year           Inception                Date
- --------------------------------------------------------------------------------
SELECT                   -               18.93%                  3/13/97
HERITAGE                 -                9.34%                  6/16/97
GROWTH                   -                8.27%                  6/16/97
ULTRA                    -               15.28%                 11/14/96
VISTA                    -                0.17%                 11/14/96
- --------------------------------------------------------------------------------

ADVISOR CLASS SHARES:

                                          From                 Inception
FUND                   1 year           Inception                Date
- --------------------------------------------------------------------------------
SELECT                   -              (2.57)%                  8/8/97
HERITAGE                 -                4.36%                 7/11/97
GROWTH                   -               14.29%                  6/4/97
ULTRA                  19.59%            17.92%                 10/2/96
VISTA                   0.15%           (6.47)%                 10/2/96
BALANCED                 -               13.42%                  1/6/97
- --------------------------------------------------------------------------------
    

    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.


STATEMENT OF ADDITIONAL INFORMATION                                        21


   
    The following table shows the cumulative  total return of the Investor Class
of shares 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, 1997.

                               Cumulative Total             Average Annual
FUND                        Return Since Inception          Compound Rate
- --------------------------------------------------------------------------------
SELECT                           6137.32%                      16.99%
HERITAGE                          374.59%                      16.90%
GROWTH                           8629.77%                      18.49%
ULTRA                            1281.04%                      17.84%
VISTA                             443.65%                      12.92%
GIFTRUST                         1132.81%                      19.76%
BALANCED                          193.46%                      12.66%
NEW OPPORTUNITIES                   6.20%                         -
- --------------------------------------------------------------------------------
    

    In  addition  to the  standardized  one-,  five-,  and  10-year  (inception)
periods, the funds may also advertise performance  information for other periods
(such as quarterly or  three-year).  The funds will use the same  methodology in
calculating  performance  information  for  such  other  periods  as it  uses in
computing  performance  information for the  standardized  periods.  Performance
information  for  Advisor  Class  shares  will  be  calculated  using  the  same
methodology   described   under  the   heading   "MULTIPLE   CLASS   PERFORMANCE
ADVERTISING," page 23.

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
the Investor  Class shares of Cash Reserve for the seven days ended  October 31,
1997,  the last  seven  days of the  fund's  fiscal  year,  was 5.14% and 5.27%,
respectively. The yield and effective yield for the Advisor Class shares of Cash
Reserve for the seven days ended  October 31,  1997,  the last seven days of the
fund's fiscal year, was 4.89% and 5.01%, 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 various classes of
the fixed  income  funds  (other than Cash  Reserve) and Balanced for the 30-day
period  ended  October 31,  1997,  the last day of the fiscal  year  pursuant to
computation methods prescribed by the SEC.

                                       Investor                 Advisor
FUND                                     Class                   Class
- --------------------------------------------------------------------------------
LIMITED-TERM BOND                        5.45%                     -
INTERMEDIATE-TERM BOND                   5.79%                   5.54%
BENHAM BOND                              6.09%                   5.78%
BALANCED                                 2.08%                   1.83%
HIGH-YIELD                               7.41%                     -
- --------------------------------------------------------------------------------
    

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

   
    The following table shows the cumulative total return and the average annual
total  return  of the  Investor  Class of the fixed  income  funds  since  their
respective dates of inception (as noted) through October 31, 1997.

                              Cumulative
                             Total Return     Average Annual       Date of
FUND                       Since Inception     Total Return      Inception
- --------------------------------------------------------------------------------
LIMITED-TERM BOND              22.01%             5.57%            3/1/94
INTERMEDIATE-TERM BOND         25.92%             6.49%            3/1/94
BENHAM BOND                   122.22%             7.77%            3/2/87
HIGH-YIELD                    (0.27)%               -             9/30/97
- --------------------------------------------------------------------------------
    


22                                                  AMERICAN CENTURY INVESTMENTS


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.

   
MULTIPLE CLASS PERFORMANCE ADVERTISING

    Pursuant to the Multiple Class Plan, the funds may issue additional  classes
of existing  funds or introduce  new funds with multiple  classes  available for
purchase.  To the extent a new class is added to an existing  fund,  the manager
may, in compliance with SEC and NASD rules,  regulations and guidelines,  market
the new class of shares  using the  historical  performance  information  of the
original class of shares. When quoting performance information for the new class
of shares for  periods  prior to the first full  quarter  after  inception,  the
original class'  performance will be restated to reflect the expenses of the new
class and for  periods  after the first full  quarter  after  inception,  actual
performance of the new class will be used.
    

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.  Should  redemptions  by any
shareholder exceed such limitation,  the funds will have the option of redeeming
the excess in cash or in kind.  If shares are  redeemed in kind,  the  redeeming
shareholder  might incur  brokerage  costs in converting the assets to cash. The
securities  delivered  will be selected at the sole  discretion  of the manager.
Such securities will not necessarily be representative of the entire
    


STATEMENT OF ADDITIONAL INFORMATION                                        23


   
portfolio and may be securities that the manager regards as least desirable. 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 heading "HOW SHARE PRICE IS DETERMINED," and such valuation
will be made as of the same time the redemption price is determined.
    

HOLIDAYS

   
    The funds do not  determine the net asset value of their 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 funds,  including the  Statements of Assets
and  Liabilities  and the  Statements  of  Operations  for the fiscal year ended
October 31,  1997,  and the  Statements  of Changes in Net Assets for the fiscal
years ended October 31, 1996,  and 1997,  are included in the Annual  Reports to
shareholders, which are incorporated herein by reference. You may receive copies
of the reports  without  charge upon request to American  Century at the address
and phone number shown on the cover of this Statement of Additional Information.
    


24                                               AMERICAN CENTURY INVESTMENTS


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

   
WWW.AMERICANCENTURY.COM
    

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

9802           [recycled logo]
SH-BKT-11519      Recycled
<PAGE>
PART C.  OTHER INFORMATION.

ITEM 24.  Financial Statements and Exhibits.

(a)  Financial Statements

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

           1.  Financial Highlights.

  (ii)     Financial  Statements filed in Part B of the  Registration  Statement
           (each of the  following  financial  statements  is  contained  in the
           Registrant's  Annual  Reports  dated  October  31,  1997,  which  are
           incorporated by reference in Part B of this Registration Statement):

           1.  Statements of Assets and Liabilities at October 31, 1997.

           2.  Statements of Operations for the year ended October 31, 1997.

           3.  Statements  of Changes  in Net Assets for the years ended October
               31, 1996 and 1997.

           4.  Notes to Financial Statements as of October 31, 1997.

           5.  Schedule of Investments at October 31, 1997.

           6.  Report of Independent Auditors dated November 26, 1997.

(b)  Exhibits (all exhibits not filed herewith are being incorporated  herein by
     reference)

            1.(a) Articles  of Incorporation  of  Twentieth  Century  Investors,
                  Inc., dated July 2, 1990 (filed  electronically  as an Exhibit
                  to  Post-Effective  Amendment  No. 73 on Form N-1A on February
                  29, 1996).

              (b) Articles of Amendment of Twentieth  Century  Investors,  Inc.,
                  dated November 20, 1990 (filed electronically as an Exhibit to
                  Post-Effective  Amendment  No. 73 on Form N-1A on February 29,
                  1996).

              (c) Articles of Merger of  Twentieth  Century  Investors,  Inc., a
                  Maryland corporation and Twentieth Century Investors,  Inc., a
                  Delaware   corporation,   dated   February   22,  1991  (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  73 on Form N-1A on February 29, 1996).

              (d) Articles of Amendment of Twentieth  Century  Investors,  Inc.,
                  dated August 11, 1993 (filed  electronically  as an Exhibit to
                  Post-Effective  Amendment  No. 73 on Form N-1A on February 29,
                  1996).

              (e) Articles  Supplementary of Twentieth Century Investors,  Inc.,
                  dated September 3, 1993 (filed electronically as an Exhibit to
                  Post-Effective  Amendment  No. 73 on Form N-1A on February 29,
                  1996).

              (f) Articles  Supplementary of Twentieth Century Investors,  Inc.,
                  dated April 28, 1995  (filed  electronically  as an Exhibit to
                  Post-Effective  Amendment  No. 73 on Form N-1A on February 29,
                  1996).

              (g) Articles  Supplementary of Twentieth Century Investors,  Inc.,
                  dated November 17, 1995 (filed electronically as an Exhibit to
                  Post-Effective  Amendment  No. 73 on Form N-1A on February 29,
                  1996).

              (h) Articles  Supplementary of Twentieth Century Investors,  Inc.,
                  dated January 30, 1996 (filed  electronically as an Exhibit to
                  Post-Effective  Amendment  No. 73 on Form N-1A on February 29,
                  1996).

              (i) Articles  Supplementary of Twentieth Century Investors,  Inc.,
                  dated March 11, 1996  (filed  electronically  as an Exhibit to
                  Post-Effective  Amendment  No.  75 on Form  N-1A  on June  14,
                  1996).

              (j) Articles of Amendment of Twentieth  Century  Investors,  Inc.,
                  dated December 2, 1996 (filed  electronically as an Exhibit to
                  Post-Effective  Amendment  No. 76 on Form N-1A on February 28,
                  1997).

              (k) Articles Supplementary of American Century Mutual Funds, Inc.,
                  dated December 2, 1996 (filed  electronically as an Exhibit to
                  Post-Effective  Amendment  No. 76 on Form N-1A on February 28,
                  1997).

              (l) Articles Supplementary of American Century Mutual Funds, Inc.,
                  dated July 28, 1997 (filed herein as EX-99.B1l).

              (m) Articles Supplementary of American Century Mutual Funds, Inc.,
                  dated December 18, 1997 (filed herein as EX-99.B1m).

           2.(a)  By-laws  of   Twentieth   Century   Investors,   Inc.   (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  73 on Form N-1A on February 29, 1996).

             (b)  Amendment to Bylaws of American  Century  Mutual  Funds,  Inc.
                  (filed   electronically   as  an  Exhibit  to   Post-Effective
                  Amendment  No.  9 on Form  N-1A of  American  Century  Capital
                  Portfolios, Inc., Commission File No. 33-64872).

           3. Voting Trust Agreements - None.

           4. Specimen   copy  of  stock   certificate   -  all  series   (filed
              electronically as an Exhibit to Post-Effective Amendment No. 76 on
              Form N-1A on February 28, 1997.).

           5. Management  Agreement  between American Century Mutual Funds, Inc.
              and American Century Investment  Management,  Inc. dated August 1,
              1997 (filed herein as EX-99.B5).

           6. Distribution Agreement between American Century Mutual Funds, Inc.
              and  Funds  Distributor,   Inc.  dated  January  15,  1998  (filed
              electronically as an Exhibit to  Post-Effectivement  Amendment No.
              30 on Form  N-1A of  American  Century  Target  Maturities  Trust,
              Commission File No. 2-94608).

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

           8. (a) Global Custody  Agreement between The Chase Manhattan Bank and
                  the Twentieth Century and Benham funds,  dated August 9, 1996.
                  (filed   electronically   as  an  Exhibit  to   Post-Effective
                  Amendment No. 31 on Form N-1A of American  Century  Government
                  Income Trust, Commission File No. 2-99222).

              (b) Master  Agreement  between  Commerce Bank,  N.A. and Twentieth
                  Century   Services,   Inc.   dated  January  22,  1997  (filed
                  electronically as an Exhibit to  Post-Effective  Amendment No.
                  76 on Form N-1A on February 28, 1997).

           9. Transfer Agency Agreement  between  Twentieth  Century  Investors,
              Inc. and  Twentieth  Century  Services,  Inc.  dated March 1, 1991
              (filed  electronically as an Exhibit to  Post-Effective  Amendment
              No. 76 on Form N-1A on February 28, 1997).

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

          11. (a) Consent of Deloitte & Touche LLP (filed herein as EX-99.B11a).

              (b) Consent of Baird, Kurtz & Dobson (filed herein as EX-99.B11b).

          12. Annual  Reports of the  Registrant  dated  October 31, 1997 (filed
              electronically on December 29, 1997).

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

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

          15. (a) Master Distribution and Shareholder Services Plan of Twentieth
                  Century Capital Portfolios, Inc., Twentieth Century Investors,
                  Inc., Twentieth Century Strategic Asset Allocations,  Inc. and
                  Twentieth Century World Investors,  Inc. (Advisor Class) dated
                  September  3, 1996  (filed  electronically  as an  Exhibit  to
                  Post-Effective  Amendment  No.  9 on  Form  N-1A  of  American
                  Century  Capital   Portfolios,   Inc.,   Commission  File  No.
                  33-64872).

              (b) Amendment  No.  1  to  Master   Distribution  and  Shareholder
                  Services Plan of American  Century Capital  Portfolios,  Inc.,
                  American   Century  Mutual  Funds,   Inc.,   American  Century
                  Strategic Asset  Allocations,  Inc. and American Century World
                  Mutual Funds,  Inc.(Advisor  Class) dated June 13, 1997 (filed
                  electronically as an exhibit to  Post-Effective  Amendment No.
                  77 on Form N-1A on July 17, 1997).

              (c) Amendment  No.  2  to  Master   Distribution  and  Shareholder
                  Services Plan of American  Century Capital  Portfolios,  Inc.,
                  American   Century  Mutual  Funds,   Inc.,   American  Century
                  Strategic Asset  Allocations,  Inc. and American Century World
                  Mutual Funds,  Inc.  (Advisor  Class) dated September 30, 1997
                  (filed herein as EX-99.B15c).

              (d) Shareholder   Services  Plan  of  Twentieth   Century  Capital
                  Portfolios, Inc., Twentieth Century Investors, Inc., Twentieth
                  Century  Strategic  Asset  Allocations,   Inc.  and  Twentieth
                  Century World Investors,  Inc. (Service Class) dated September
                  3, 1996 (filed  electronically as an Exhibit to Post-Effective
                  Amendment  No.  9 on Form  N-1A of  American  Century  Capital
                  Portfolios, Inc., Commission File No. 33-64872).

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

          17. Power of Attorney (filed herein as EX-99.B17).

          18. (a) Multiple Class Plan of Twentieth  Century Capital  Portfolios,
                  Inc.,  Twentieth Century  Investors,  Inc.,  Twentieth Century
                  Strategic Asset Allocations,  Inc. and Twentieth Century World
                  Investors,  Inc. dated September 3, 1996 (filed electronically
                  as an Exhibit to  Post-Effective  Amendment  9 on Form N-1A of
                  American Century Capital Portfolios, Inc., Commission File No.
                  33-64872).

              (b) Amendment  No. 1 to Multiple  Class Plan of  American  Century
                  Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
                  American  Century  Strategic  Asset   Allocations,   Inc.  and
                  American Century World Mutual Funds,  Inc. dated June 13, 1997
                  (filed   electronically   as  an  exhibit  to   Post-Effective
                  Amendment No. 77 on Form N-1A on July 17, 1997).

              (c) Amendment  No. 2 to Multiple  Class Plan of  American  Century
                  Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
                  American  Century  Strategic  Asset   Allocations,   Inc.  and
                  American Century World Mutual Funds,  Inc. dated September 30,
                  1997 (filed herein as EX-99.B18c).

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

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

              (c) Financial Data Schedule for Ultra Fund (EX-27.1.3).

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

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

              (f) Financial Data Schedule for Cash Reserve Fund (EX-27.4.6).

              (g) Financial Data Schedule for Benham Bond Fund (EX-27.5.7).

              (h) Financial Data Schedule for Heritage Fund (EX-27.1.8).

              (i) Financial Data Schedule for Balanced Fund (EX-27.7.9).

              (j) Financial Data Schedule for Limited-Term Bond Fund 
                  (EX-27.5.10).

              (k) Financial Data Schedule for Intermediate-Term Bond Fund
                  (EX-27.5.11).

              (l) Financial Data Schedule for New Opportunities Fund 
                  (EX-27.1.12).  

              (m) Financial Data Schedule For Benham High-Yield Fund 
                  (EX-27.5.13).

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

ITEM 26. Number of Holders of Securities.

Title of Class                              Number of Record Holders
                                             as of January 31, 1998

                                      Investor   Institutional   Advisor
                                       Class        Class         Class 
                                                                        
Growth Fund                           255,601         -             6   
Select Fund                           246,890         2             2   
Ultra Investors                       780,787         -            38   
Vista Fund                            134,634         -             4   
Giftrust                              296,648         -             -   
Cash Reserve Fund                      85,144         -             5   
Benham Bond Fund                        9,902         -             5   
Heritage Fund                          77,757         1             2   
Balanced Fund                          52,148         -             8   
Limited-Term Bond Fund                    444         -             1   
Intermediate-Term Bond Fund             1,176         -             4   
New Opportunities Fund                  6,181         -             -   
High-Yield Fund                           615         -             -

ITEM 27. Indemnification.

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

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

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

ITEM 28. Business and Other Connections of Investment Advisor.

     American Century Investment  Management,  Inc., the investment  advisor, is
     engaged in the business of managing  investments for registered  investment
     companies, deferred compensation plans and other institutional investors.

ITEM 29. Principal Underwriters - None.

ITEM 30. Location of Accounts and Records.

     All  accounts,  books and other  documents  required  to be  maintained  by
     Section 31(a) of the 1940 Act, and the rules promulgated thereunder, are in
     the possession of American  Century Mutual Funds,  Inc.,  American  Century
     Services Corporation and American Century Investment Management,  Inc., all
     located at American Century Tower, 4500 Main Street, Kansas City, Missouri
     64111.

ITEM 31. Management Services - None.

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

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company  Act  of  1940,  Twentieth  Century  Investors,   Inc.,  the
Registrant,  has  duly  caused  this  Post-Effective  Amendment  No.  78 to  its
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of  Kansas City, State of Missouri on  the 26th day
of February, 1998.

                                      American Century Mutual Funds, Inc.
                                      (Registrant)

                                      By: /s/Charles A. Etherington
                                          Charles A. Etherington, Vice President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 78 has been signed below by the following  persons
in the capacities and on the dates indicated.

Signature                   Title                              Date

*Richard W. Ingram          President, Principal Executive     February 26, 1998
Richard W. Ingram           and Principal Financial Officer

*Maryanne Roepke            Vice President, Treasurer and      February 26, 1998
Maryanne Roepke             Principal Accounting Officer

*James E. Stowers, Jr.      Director                           February 26, 1998
James E. Stowers, Jr.

*James E. Stowers III       Director                           February 26, 1998
James E. Stowers III

*Thomas A. Brown            Director                           February 26, 1998
Thomas A. Brown

*Robert W. Doering, M.D.    Director                           February 26, 1998
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D.      Director                           February 26, 1998
Andrea C. Hall, Ph.D.

*Donald H. Pratt            Director                           February 26, 1998
Donald H. Pratt

*Lloyd T. Silver, Jr.       Director                           February 26, 1998
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord     Director                           February 26, 1998
M. Jeannine Strandjord

*D. D. (Del) Hock           Director                           February 26, 1998
D. D. (Del) Hock

*By /s/Charles A. Etherington
    Charles A. Etherington
    Attorney-in-Fact

                                  EXHIBIT INDEX


EXHIBIT      DESCRIPTION OF DOCUMENT
NUMBER

EX-99.B1a    Articles of Incorporation  of Twentieth  Century  Investors,  Inc.,
             dated July 2, 1990.  (filed as a part of  Post-Effective  Amendment
             No.  73  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  Commission  File No.  2-14213,  filed on February  29,
             1996, and incorporated herein by reference.)

EX-99.B1b    Articles of Amendment of Twentieth Century  Investors,  Inc., dated
             November 20, 1990. (filed as a part of Post-Effective Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  29,  1996,  and
             incorporated herein by reference.)

EX-99.B1c    Articles of Merger of Twentieth Century Investors, Inc., a Maryland
             corporation  and  Twentieth  Century  Investors,  Inc.,  a Delaware
             corporation,   dated  February  22,  1991.  (filed  as  a  part  of
             Post-Effective  Amendment No. 73 to the  Registration  Statement on
             Form N-1A of the Registrant,  Commission File No. 2-14213, filed on
             February 29, 1996, and incorporated herein by reference.)

EX-99.B1d    Articles of Amendment of Twentieth Century  Investors,  Inc., dated
             August 11, 1993. (filed as a part of  Post-Effective  Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  29,  1996,  and
             incorporated herein by reference.)

EX-99.B1e    Articles Supplementary of Twentieth Century Investors,  Inc., dated
             September 3, 1993. (filed as a part of Post-Effective Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  29,  1996,  and
             incorporated herein by reference.)

EX-99.B1f    Articles Supplementary of Twentieth Century Investors,  Inc., dated
             April 28, 1995. (filed as a part of Post-Effective Amendment No. 73
             to the  Registration  Statement  on Form  N-1A  of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  29,  1996,  and
             incorporated herein by reference.)

EX-99.B1g    Articles  Supplementary  of  Twentieth  Century  Investors,   dated
             November 17, 1995. (filed as a part of Post-Effective Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  29,  1996,  and
             incorporated herein by reference.)

EX-99.B1h    Articles Supplementary of Twentieth Century Investors,  Inc., dated
             January 30, 1996. (filed as a part of Post-Effective  Amendment No.
             73 to the  Registration  Statement on Form N-1A of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  29,  1996,  and
             incorporated herein by reference.)

EX-99.B1i    Articles Supplementary of Twentieth Century Investors,  Inc., dated
             March 11, 1996. (filed as a part of Post-Effective Amendment No. 75
             to the  Registration  Statement  on Form  N-1A  of the  Registrant,
             Commission  File  No.   2-14213,   filed  on  June  14,  1996,  and
             incorporated herein by reference.)

EX-99.B1j    Articles of Amendment of Twentieth  Century  Investors,  Inc. dated
             December 2, 1996. (filed as a part of Post-Effective  Amendment No.
             76 to the  Registration  Statement on Form N-1A of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  28,  1997,  and
             incorporated herein by reference.)

EX-99.B1k    Articles Supplementary of American Century Mutual Funds, Inc. dated
             December 2, 1996. (filed as a part of Post-Effective  Amendment No.
             76 to the  Registration  Statement on Form N-1A of the  Registrant,
             Commission  File No.  2-14213,  filed on  February  28,  1997,  and
             incorporated herein by reference.)

EX-99.B1l    Articles Supplementary of American Century Mutual Funds, Inc. dated
             July 28, 1997.

EX-99.B1m    Articles Supplementary of American Century Mutual Funds, Ind. dated
             December 18, 1997.

EX-99.B2a    Bylaws of Twentieth  Century  Investors,  Inc.  (filed as a part of
             Post-Effective  Amendment No. 73 to the  Registration  Statement on
             Form N-1A of the Registrant,  Commission File No. 2-14213, filed on
             February 29, 1996, and incorporated herein by reference.)

EX-99.B2b    Amendment of Bylaws of American  Century Mutual Funds,  Inc. (filed
             as Exhibit 2b to Post-Effective Amendment No. 9 to the Registration
             Statement  on Form N-1A of  American  Century  Capital  Portfolios,
             Inc., Commission File No. 33-64872, filed on February 17, 1998, and
             incorporated herein by reference).

EX-99.B4     Specimen  certificate   representing  shares  of  common  stock  of
             American   Century  Mutual  Funds,   Inc.   (filed  as  a  part  of
             Post-Effective  Amendment No. 76 to the  Registration  Statement on
             Form N-1A of the Registrant,  Commission File No. 2-14213, filed on
             February 28, 1997, and incorporated herein by reference.)

EX-99.B5     Management  Agreement  between American Century Mutual Funds,  Inc.
             and American Century  Investment  Management,  Inc. dated August 1,
             1997.

EX-99.B6     Distribution  Agreement between American Century Mutual Funds, Inc.
             and Funds  Distributor,  dated January 15, 1998 (filed as Exhibit 6
             to Post-Effective Amendment No. 30 to the Registration Statement on
             Form N-1A of American Century Target Maturities  Trust,  Commission
             File No. 2-94608, filed on January 30, 1998.)

EX-99.B8a    Global Custody  Agreement  between The Chase Manhattan Bank and the
             Twentieth  Century and Benham  funds,  dated  August 9, 1996 (filed
             Exhibit-99.B8 as a part of  Post-Effective  Amendment No. 31 to the
             Registration  Statement on Form N-1A of American Century Government
             Income Trust,  Commission File No. 2-99222, filed February 7, 1997,
             and incorporated herein by reference.)

EX-99.B8b    Master Agreement  between Commerce Bank, N.A. and Twentieth Century
             Services,  Inc.  dated  January  22,  1997  (filed  as  a  part  of
             Post-Effective  Amendment No. 76 to the  Registration  Statement on
             Form N-1A of the Registrant,  Commission File No. 2-14213, filed on
             February 28, 1997, and incorporated herein by reference).

EX-99.B9     Transfer Agency Agreement dated as of March 1, 1991, by and between
             Twentieth Century  Investors,  Inc. and Twentieth Century Services,
             Inc.  (filed as a part of  Post-Effective  Amendment  No. 76 to the
             Registration  Statement on Form N-1A of the Registrant,  Commission
             File No.  2-1421113,  filed on February 28, 1997, and  incorporated
             herein by reference).

EX-99.B10    Opinion and Consent of Charles A. Etherington, Esq.

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

EX-99.B15a   Master  Distribution  and  Shareholder  Services  Plan of Twentieth
             Century Capital  Portfolios,  Inc.,  Twentieth  Century  Investors,
             Inc.,  Twentieth  Century  Strategic  Asset  Allocations,  Inc. and
             Twentieth  Century  World  Investors,  Inc.  (Advisor  Class) dated
             September 3, 1996 (filed as a part of Post-Effective  Amendment No.
             9 on Form  N-1A  of  American  Century  Capital  Portfolios,  Inc.,
             Commission  File No.  33-64872,  filed on February  17,  1998,  and
             incorporated herein by reference.)

EX-99.B15b   Amendment No. 1 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated June 13,  1997 (filed as a part of  Post-Effective  Amendment
             No.  77  to  the  Registration   Statement  on  Form  N-1A  of  the
             Registrant,  Commission File No.  2-14213,  filed on July 17, 1997,
             and incorporated herein by reference).

EX-99.B15c   Amendment No. 2 to Master  Distribution  and  Shareholder  Services
             Plan of American Century Capital Portfolios, Inc., American Century
             Mutual Funds,  Inc.,  American Century Strategic Asset Allocations,
             Inc. and American Century World Mutual Funds,  Inc. (Advisor Class)
             dated September 30, 1997.

EX-99.B15d   Shareholder  Services Plan of Twentieth Century Capital Portfolios,
             Inc.,   Twentieth  Century  Investors,   Inc.,   Twentieth  Century
             Strategic  Asset  Allocations,  Inc. and  Twentieth  Century  World
             Investors, Inc. (Service Class) dated September 3, 1996 (filed as a
             part of  Post-Effective  Amendment  No. 9 on Form N-1A of  American
             Century Capital  Portfolios,  Inc.,  Commission File No.  33-64872,
             filed on February 17, 1998, and incorporated herein by reference.)

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

EX-99.B17    Power of Attorney dated January 23, 1998.

EX-99.B18a   Multiple Class Plan of Twentieth Century Capital Portfolios,  Inc.,
             Twentieth  Century  Investors,  Inc.,  Twentieth  Century Strategic
             Asset Allocations, Inc. and Twentieth Century World Investors, Inc.
             dated  September  3,  1996  (filed  as  a  part  of  Post-Effective
             Amendment  No.  9  on  Form  N-1A  of  American   Century   Capital
             Portfolios,  Inc., Commission File No. 33-64872,  filed on February
             17, 1998, and incorporated herein by reference.)

EX-99.B18b   Amendment No. 1 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual  Funds,  Inc.  dated June 13, 1997 (filed as a part of
             Post-Effective  Amendment No. 77 to the  Registration  Statement on
             Form N-1A of the Registrant,  Commission File No. 2-14213, filed on
             July 17, 1997, and incorporated herein by reference).

EX-99.B18c   Amendment No. 2 to Multiple Class Plan of American  Century Capital
             Portfolios,  Inc.,  American Century Mutual Funds,  Inc.,  American
             Century  Strategic  Asset  Allocations,  Inc. and American  Century
             World Mutual Funds, Inc. dated September 30, 1997.

EX-27.1.1    Financial Data Schedule for Growth Fund.

EX-27.1.2    Financial Data Schedule for Select Fund.

EX-27.1.3    Financial Data Schedule for Ultra Fund.

EX-27.1.4    Financial Data Schedule for Vista Fund.

EX-27.1.5    Financial Data Schedule for Giftrust.

EX-27.4.6    Financial Data Schedule for Cash Reserve Fund.

EX-27.5.7    Financial Data Schedule for Benham Bond Fund.

EX-27.1.8    Financial Data Schedule for Heritage Fund.

EX-27.7.9    Financial Data Schedule for Balanced Fund.

EX-27.5.10   Financial Data Schedule for Limited-Term Bond Fund.

EX-27.5.11   Financial Data Schedule for Intermediate-Term Bond Fund.

EX-27.1.12   Financial Data Schedule for New Opportunities Fund.  

EX-27.5.13   Financial Data Schedule for Benham High-Yield Fund.

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

                             ARTICLES SUPPLEMENTARY

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

         FIRST: Pursuant to authority expressly vested in the Board of Directors
of the  Corporation by Article SEVENTH of the Articles of  Incorporation  of the
Corporation,  the Board of Directors of the Corporation  has duly  established a
new  series  of  shares  titled  American  Century  -  Benham  High  Yield  Fund
(hereinafter  referred to as a  "Series")  for the  Corporation's  stock and has
allocated Two Hundred  Million  (200,000,000)  shares of the Eleven  Billion One
Hundred  Million  (11,100,000,000)  shares of  authorized  capital  stock of the
Corporation, par value One Cent ($0.01) per share, for an aggregate par value of
Two Million Dollars  ($2,000,000)  to the new Series.  As a result of the action
taken by the  Board  of  Directors  referenced  in this  Article  FIRST of these
Articles Supplementary, the eighteen (18) Series of stock of the Corporation and
the number of shares and aggregate par value of each is as follows:

<TABLE>
                                                                                                          Aggregate
Series                                                                           Number of Shares          Par Value
- ------                                                                           ----------------          ---------

<S>                                                                                 <C>                  <C>        
American Century - Twentieth Century Growth Fund                                    1,000,000,000        $10,000,000
American Century - Twentieth Century Select Fund                                      500,000,000          5,000,000
American Century - Twentieth Century Ultra Fund                                     1,500,000,000         15,000,000
American Century - Twentieth Century Vista Fund                                     1,000,000,000         10,000,000
American Century - Twentieth Century Heritage Fund                                    500,000,000          5,000,000
American Century - Twentieth Century Giftrust                                         200,000,000          2,000,000
American Century Balanced Fund                                                        200,000,000          2,000,000
American Century - Benham Cash Reserve Fund                                         4,000,000,000         40,000,000
American Century - Benham Short-Term Government Fund                                  200,000,000          2,000,000
American Century - Benham Bond Fund                                                   200,000,000          2,000,000
American Century - Benham Intermediate-Term
     Tax-Exempt Fund                                                                  200,000,000          2,000,000
American Century - Benham Long-Term Tax-Exempt Fund                                   200,000,000          2,000,000
American Century - Benham Limited-Term
     Tax-Exempt Fund                                                                  200,000,000          2,000,000
American Century - Benham Intermediate-Term
     Government Fund                                                                  200,000,000          2,000,000
American Century - Benham Limited-Term Bond Fund                                      200,000,000          2,000,000
American Century - Benham Intermediate-Term Bond Fund                                 200,000,000          2,000,000
American Century - Twentieth Century New
     Opportunities Fund                                                               100,000,000          1,000,000
American Century - Benham High Yield Fund                                             200,000,000          2,000,000
</TABLE>

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

         SECOND:  Pursuant  to  authority  expressly  vested  in  the  Board  of
Directors by Section  2-605(a)(4) of the Maryland General Corporation Law and by
Article FIFTH and Article SEVENTH of the Articles of Incorporation, the Board of
Directors of the Corporation (a) has duly  established two (2) classes of shares
(each  hereinafter  referred to as a "Class")  for the new Series of the capital
stock of the Corporation and (b) has allocated the shares  designated to the new
Series in Article  FIRST above  among the Classes of shares.  As a result of the
action  taken by the Board of  Directors,  the Classes of shares of the eighteen
(18) Series of stock of the  Corporation  and the number of shares and aggregate
par value of each is as follows:

<TABLE>
                                                                                                          Aggregate
Series Name                                            Class Name                 Number of Shares         Par Value
- -----------                                            ----------                 ----------------         ---------

American Century - Twentieth Century
<S>                                                                                    <C>                <C>       
     Growth Fund                                       Investor                        500,000,000        $5,000,000
                                                       Institutional                    80,000,000           800,000
                                                       Service                         210,000,000         2,100,000
                                                       Advisor                         210,000,000         2,100,000
American Century - Twentieth Century
     Select Fund                                       Investor                        250,000,000         2,500,000
                                                       Institutional                    41,000,000           410,000
                                                       Service                         105,000,000         1,050,000
                                                       Advisor                         105,000,000         1,050,000
American Century - Twentieth Century
     Ultra Fund                                        Investor                        750,000,000         7,500,000
                                                       Institutional                   125,000,000         1,250,000
                                                       Service                         312,500,000         3,125,000
                                                       Advisor                         312,500,000         3,125,000
American Century - Twentieth Century
     Vista Fund                                        Investor                        500,000,000         5,000,000
                                                       Institutional                    80,000,000           800,000
                                                       Service                         210,000,000         2,100,000
                                                       Advisor                         210,000,000         2,100,000
American Century - Twentieth Century
     Heritage Fund                                     Investor                        250,000,000         2,500,000
                                                       Institutional                    41,000,000           410,000
                                                       Service                         105,000,000         1,050,000
                                                       Advisor                         105,000,000         1,050,000
American Century - Twentieth Century
     Giftrust                                          N/A                             200,000,000         2,000,000
American Century Balanced Fund                         Investor                        100,000,000         1,000,000
                                                       Institutional                    16,000,000           160,000
                                                       Service                          50,000,000           500,000
                                                       Advisor                          50,000,000           500,000



                                                                                                          Aggregate
Series Name                                            Class Name                 Number of Shares         Par Value
- -----------                                            ----------                 ----------------         ---------

American Century - Benham Cash Reserve
     Fund                                              Investor                      2,000,000,000        20,000,000
                                                       Service                       1,000,000,000        10,000,000
                                                       Advisor                       1,000,000,000        10,000,000
American Century - Benham Short-Term
     Government Fund                                   Investor                        100,000,000         1,000,000
                                                       Service                          50,000,000           500,000
                                                       Advisor                          50,000,000           500,000
American Century - Benham Bond Fund                    Investor                        100,000,000         1,000,000
                                                       Service                          50,000,000           500,000
                                                       Advisor                          50,000,000           500,000
American Century - Benham Intermediate-
     Term Tax-Exempt Fund                              N/A                             200,000,000         2,000,000
American Century - Benham Long-Term
     Tax-Exempt Fund                                   N/A                             200,000,000         2,000,000
American Century - Benham Limited-Term
     Tax-Exempt Fund                                   N/A                             200,000,000         2,000,000
American Century - Benham Intermediate-
     Term Government Fund                              Investor                        100,000,000         1,000,000
                                                       Service                          50,000,000           500,000
                                                       Advisor                          50,000,000           500,000
American Century - Benham Limited-Term
     Bond Fund                                         Investor                        100,000,000         1,000,000
                                                       Service                          50,000,000           500,000
                                                       Advisor                          50,000,000           500,000
American Century - Benham Intermediate-
     Term Bond Fund                                    Investor                        100,000,000         1,000,000
                                                       Service                          50,000,000           500,000
                                                       Advisor                          50,000,000           500,000
American Century - Twentieth Century
     New Opportunities Fund                            N/A                             100,000,000         1,000,000
American Century - Benham High Yield
     Fund                                              Investor                        100,000,000         1,000,000
                                                       Advisor                         100,000,000         1,000,000
</TABLE>

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

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

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

         SIXTH:   The  Board  of  Directors  of  the  Corporation  duly  adopted
resolutions  establishing the new Series and allocating shares to the Series, as
set forth in Article  FIRST,  and  dividing  the Series of capital  stock of the
Corporation into Classes as set forth in Article SECOND.

         IN WITNESS  WHEREOF,  AMERICAN  CENTURY  MUTUAL FUNDS,  INC. has caused
these Articles  Supplementary  to be signed and  acknowledged in its name and on
its behalf by its Executive  Vice President and it corporate seal to be hereunto
affixed and attested to by its Secretary on this 28th day of July, 1997.

                                            AMERICAN CENTURY MUTUAL FUNDS, INC.
ATTEST:


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

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


Dated:  July 28, 1997                 /s/ William M. Lyons
                                      William M. Lyons, Executive Vice President

                       AMERICAN CENTURY MUTUAL FUNDS, INC.

                             ARTICLES SUPPLEMENTARY

         AMERICAN  CENTURY  MUTUAL  FUNDS,  INC., a Maryland  corporation  whose
principal  Maryland office is Baltimore,  Maryland (the  "Corporation"),  hereby
certifies,   in  accordance  with  Section  2-105(c)  of  the  Maryland  General
Corporation Law, to the State Department of Assessments and Taxation of Maryland
that:

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

         SECOND:  The total number of shares of stock which the  Corporation  is
authorized  to issue is Eleven  Billion  One  Hundred  Million  (11,100,000,000)
shares of capital stock of the Corporation, with a par value of One Cent ($0.01)
per share,  for the aggregate par value of One Hundred  Eleven  Million  Dollars
($111,000,000) and allocated among thirteen (13) Series as follows:

<TABLE>
                                                                                                  Aggregate
Series                                                                     No. of Shares          Par Value
- ------                                                                     -------------          ---------

<S>                                                                        <C>                  <C>        
American Century - Twentieth Century Growth Fund                           1,000,000,000        $10,000,000

American Century - Twentieth Century Select Fund                             500,000,000          5,000,000

American Century - Twentieth Century Ultra Fund                            1,500,000,000         15,000,000

American Century - Twentieth Century Vista Fund                            1,000,000,000         10,000,000

American Century - Twentieth Century Heritage Fund                           500,000,000          5,000,000

American Century - Twentieth Century Giftrust                                200,000,000          2,000,000

American Century Balanced Fund                                               200,000,000          2,000,000

American Century - Benham Cash Reserve Fund                                4,000,000,000         40,000,000

American Century - Benham Bond Fund                                          200,000,000          2,000,000

American Century - Benham Limited-Term Bond Fund                             200,000,000          2,000,000

American Century - Benham Intermediate-Term Bond Fund                        200,000,000          2,000,000

American Century - Twentieth Century New
     Opportunities Fund                                                      100,000,000          1,000,000

American Century - Benham High Yield Fund                                    200,000,000          2,000,000
</TABLE>

         THIRD: Pursuant to authority expressly vested in the Board of Directors
by the Maryland General Corporation Law and by Article FIFTH and Article SEVENTH
of the Articles of Incorporation,  the Board of Directors of the Corporation (a)
has duly  established  classes  of shares  (each  hereinafter  referred  to as a
"Class")  for the Series of the  capital  stock of the  Corporation  and (b) has
allocated the shares  designated to the Series in Article SECOND above among the
Classes of shares.  As a result of the action  taken by the Board of  Directors,
the Classes of shares of the  thirteen  (13) Series of stock of the  Corporation
and the number of shares and aggregate par value of each is as follows:

<TABLE>
                                                                                                   Aggregate
Series Name                                            Class Name          No. of Shares           Par Value
American Century - Twentieth Century
<S>                                                    <C>                   <C>                  <C>       
     Growth Fund                                       Investor              500,000,000          $5,000,000
                                                       Institutional          80,000,000             800,000
                                                       Service               210,000,000           2,100,000
                                                       Advisor               210,000,000           2,100,000
American Century - Twentieth Century
     Select Fund                                       Investor              250,000,000           2,500,000
                                                       Institutional          41,000,000             410,000
                                                       Service               104,000,000           1,040,000
                                                       Advisor               105,000,000           1,050,000
American Century - Twentieth Century
     Ultra Fund                                        Investor            1,050,000,000          10,500,000
                                                       Institutional         125,000,000           1,250,000
                                                       Service                12,500,000             125,000
                                                       Advisor               312,500,000           3,125,000
American Century - Twentieth Century
     Vista Fund                                        Investor              500,000,000           5,000,000
                                                       Institutional          80,000,000             800,000
                                                       Service               210,000,000           2,100,000
                                                       Advisor               210,000,000           2,100,000
American Century - Twentieth Century
     Heritage Fund                                     Investor              250,000,000           2,500,000
                                                       Institutional          41,000,000             410,000
                                                       Service               104,000,000           1,040,000
                                                       Advisor               105,000,000           1,050,000
American Century - Twentieth Century
     Giftrust                                          Investor              200,000,000           2,000,000

American Century Balanced Fund                         Investor              100,000,000           1,000,000
                                                       Institutional          16,000,000             160,000
                                                       Service                34,000,000             340,000
                                                       Advisor                50,000,000             500,000
American Century - Benham Cash Reserve
     Fund                                              Investor            2,000,000,000          20,000,000
                                                       Service             1,000,000,000          10,000,000
                                                       Advisor             1,000,000,000          10,000,000

American Century - Benham Bond Fund                    Investor              100,000,000           1,000,000
                                                       Service                50,000,000             500,000
                                                       Advisor                50,000,000             500,000
American Century - Benham Limited-Term
     Bond Fund                                         Investor              100,000,000           1,000,000
                                                       Service                50,000,000             500,000
                                                       Advisor                50,000,000             500,000
American Century - Benham Intermediate-
     Term Bond Fund                                    Investor              100,000,000           1,000,000
                                                       Service                50,000,000             500,000
                                                       Advisor                50,000,000             500,000
American Century - Twentieth Century
     New Opportunities Fund                            Investor              100,000,000           1,000,000

American Century - Benham High Yield
     Fund                                              Investor              100,000,000           1,000,000
                                                       Advisor               100,000,000           1,000,000
</TABLE>

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

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

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

         SEVENTH:  The  Board  of  Directors  of the  Corporation  duly  adopted
resolutions  establishing the Series and allocating shares to the Series, as set
forth in  Article  SECOND,  and  dividing  the  Series of  capital  stock of the
Corporation into Classes as set forth in Article THIRD.

         IN WITNESS  WHEREOF,  AMERICAN  CENTURY  MUTUAL FUNDS,  INC. has caused
these Articles  Supplementary  to be signed and  acknowledged in its name and on
its behalf by its Vice  President and it corporate  seal to be hereunto  affixed
and attested to by its Assistant Secretary on this 18th day of December, 1997.


                                            AMERICAN CENTURY MUTUAL FUNDS, INC.
ATTEST:


/s/ Charles A. Etherington                  By: /s/ Patrick A. Looby
Name:  Charles A. Etherington                      Name:  Patrick A. Looby
Title:    Assistant Secretary                      Title:    Vice President


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


Dated:  December 18, 1997           /s/ Patrick A. Looby
                                    Patrick A. Looby, Vice President

                              MANAGEMENT AGREEMENT


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

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

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

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

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

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

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

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

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

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

         6. Management Fees.

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

<TABLE>
       Name of Series                                Name of Class                          Applicable Fee Rate
       --------------                                -------------                          -------------------
<S>                                                  <C>                                             <C>  
Twentieth Century Ultra Fund                         Investor Class                                  1.00%
                                                     Institutional Class                              .80%
                                                     Service Class                                    .75%
                                                     Advisor Class                                    .75%
Twentieth Century Vista Fund                         Investor Class                                  1.00%
                                                     Institutional Class                              .80%
                                                     Service Class                                    .75%
                                                     Advisor Class                                    .75%


       Name of Series                                Name of Class                          Applicable Fee Rate
       --------------                                -------------                          -------------------
Twentieth Century Heritage Fund                      Investor Class                                  1.00%
                                                     Institutional Class                              .80%
                                                     Service Class                                    .75%
                                                     Advisor Class                                    .75%
Twentieth Century Growth Fund                        Investor Class                                  1.00%
                                                     Institutional Class                              .80%
                                                     Service Class                                    .75%
                                                     Advisor Class                                    .75%
Twentieth Century Select Fund                        Investor Class                                  1.00%
                                                     Institutional Class                              .80%
                                                     Service Class                                    .75%
                                                     Advisor Class                                    .75%
Twentieth Century Balanced Fund                      Investor Class                                  1.00%
                                                     Institutional Class                              .80%
                                                     Service Class                                    .75%
                                                     Advisor Class                                    .75%
Benham Limited-Term Bond Fund                        Investor Class                                   .70%
                                                     Service Class                                    .45%
                                                     Advisor Class                                    .45%
Benham Intermediate-Term Bond Fund                   Investor Class                                   .75%
                                                     Service Class                                    .50%
                                                     Advisor Class                                    .50%
Benham Bond Fund                                     Investor Class                                   .80%
                                                     Service Class                                    .55%
                                                     Advisor Class                                    .55%
Benham Intermediate-Term Government                  Investor Class                                   .75%
    Fund                                             Service Class                                    .50%
                                                     Advisor Class                                    .50%
Benham Short-Term Government Fund                    Investor Class                                   .70%
                                                     Service Class                                    .45%
                                                     Advisor Class                                    .45%
Benham Cash Reserve Fund                             Investor Class                                   .60%
                                                     Service Class                                    .35%
                                                     Advisor Class                                    .35%
Twentieth Century Giftrust                           N/A                                             1.00%
Benham Limited-Term Tax-Exempt Fund                  N/A                                              .60%
Benham Intermediate-Term Tax-Exempt                  N/A                                              .60%
    Fund
Benham Long-Term Tax-Exempt Fund                     N/A                                              .60%
New Opportunities                                    N/A                                             1.50%
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

AMERICAN CENTURY MUTUAL             AMERICAN CENTURY INVESTMENT
   FUNDS, INC.                         MANAGEMENT, INC.

By:/s/ James E. Stowers III         By:  /s/ James E. Stowers III
   Name:  James E. Stowers III           Name:  James E. Stowers III
   Title: President                      Title: President

Attest:/s/ William M. Lyons         Attest:/s/ William M. Lyons
       Name:  William M. Lyons             Name:  William M. Lyons
       Title: Secretary                    Title: Secretary

                             Charles A. Etherington
                                 Attorney at Law
                        4500 Main Street P.O. Box 418210
                        Kansas City, Missouri 64141-9210
                            Telephone (816) 340-4051
                            Telecopier (816) 340-4964
                           --------------------------

                                                               February 28, 1998


American Century Mutual Funds, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri  64111

Ladies and Gentlemen:

         As counsel to American  Century  Mutual  Funds,  Inc.,  I am  generally
familiar with its affairs. Based upon this familiarity, and upon the examination
of such documents as I have deemed relevant, it is my opinion that the shares of
the Corporation described in Post-Effective Amendment No. 78 to its Registration
Statement on Form N-1A, to be filed with the Securities and Exchange  Commission
on February  28, 1998,  will,  when issued,  be validly  issued,  fully paid and
nonassessable.

         For the  record,  it should be noted that I am an  officer of  American
Century  Services  Corporation,  an affiliated  corporation of American  Century
Investment  Management,  Inc., the investment adviser of American Century Mutual
Funds, Inc.

         I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to
Post-Effective Amendment No. 78.

                           Very truly yours,

                           /s/Charles A. Etherington
                           Charles A. Etherington

Independent Auditors' Consent

American Century Mutual Funds, Inc.:

We  consent  to the  use in  Post-Effective  Amendment  No.  78 to  Registration
Statement  No.  2-14213 of our reports  dated  November 26, 1997 and December 3,
1997, included in the Annual Reports to Shareholders of the respective Funds for
the year ended October 31, 1997, and  incorporated by reference in the Statement
of Additional Information,  which is a part of such Registration Statement,  and
to the reference to us under the caption "Financial Highlights" appearing in the
Prospectuses, which also are a part of such Registration Statement.



/s/Deloitte & Touche LLP

Kansas City, Missouri
February 24, 1998

                                   CONSENT OF
                     INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



American Century Mutual Funds, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri  64111



We hereby  consent  to the use in this  Post-Effective  Amendment  No. 78 to the
Registration  Statement  under the Securities Act of 1933 and this Amendment No.
78 to the Registration  Statement under the Investment Company Act of 1940, both
on form N-1A, of our report dated November 20, 1996, accompanying and pertaining
to the financial  statements of American  Century Mutual Funds,  Inc., as of and
for the year ended October 31, 1996,  which are included in such  Post-Effective
Amendments.


                                                       /s/ BAIRD, KURTZ & DODSON
                                                           BAIRD, KURTZ & DOBSON

Kansas City, Missouri
February 24, 1998

                     AMENDMENT NO. 2 TO MASTER DISTRIBUTION
                          AND SHAREHOLDER SERVICES PLAN
                                       OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.

                                  Advisor Class

         THIS AMENDMENT NO. 2 TO MASTER  DISTRIBUTION  AND SHAREHOLDER  SERVICES
PLAN is made as of the 30th day of  September,  1997, by each of the above named
corporations  (the "Issuers").  Capitalized  terms not otherwise  defined herein
shall  have  the  meaning  ascribed  to  them  in the  Master  Distribution  and
Shareholder Services Plan.

                                    RECITALS

         WHEREAS,  the Issuers are parties to a certain Master  Distribution and
Shareholder  Services Plan dated  September 3, 1996,  amended June 13, 1997 (the
"Plan"); and

         WHEREAS,  American Century Mutual Funds,  Inc., has added a series, the
American  Century - Benham  High-Yield  Fund (the "Fund"),  for which the Fund's
board has established an Advisor Class of shares; and

         WHEREAS,  the  parties  desire  to amend  the Plan to adopt the Plan on
behalf of the Fund.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereto agree as follows:

         1. American Century Mutual Funds, Inc. hereby adopts the Plan on behalf
of the Fund, in  accordance  with Rule 12b-1 under the 1940 Act and on the terms
and conditions contained in the Plan.

         2.  Schedule  A to the Plan is  hereby  amended  by  deleting  the text
thereof in its entirety and  inserting in lieu  therefor the Schedule A attached
hereto.

         3. After the date hereof, all references to the Plan shall be deemed to
mean the  Master  Distribution  and  Shareholder  Services  Plan,  as amended by
Amendment No. 1 and this Amendment No. 2.

         4. In the event of a conflict  between the terms of this Amendment No.2
and the  Plan,  it is the  intention  of the  parties  that  the  terms  of this
Amendment No. 2 shall control and the Plan shall be  interpreted  on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 2, the parties hereby confirm and ratify the Plan.

         5. This  Amendment  No. 2 may be executed in two or more  counterparts,
each of which shall be an original and all of which  together  shall  constitute
one instrument.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment No. 2
as of the date first above written.

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


                         BY: /s/ William M. Lyons
                                 William M. Lyons
                                 Executive Vice President of each of the Issuers


<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE A

                      Series Offering Advisor Class Shares

Fund                                                                                  Date Plan Adopted
- ----                                                                                  -----------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<S>   <C>                                                                                             <C>    
0     American Century Equity Income Fund                                             September 3, 1996
0     American Century Value Fund                                                     September 3, 1996
0     American  Century Real Estate Fund                                              June 13, 1997

AMERICAN CENTURY MUTUAL FUNDS, INC.
0     American Century Balanced Fund                                                  September 3, 1996
0     Benham Cash Reserve Fund                                                        September 3, 1996
0     Twentieth Century Growth Fund                                                   September 3, 1996
0     Twentieth Century Heritage Fund                                                 September 3, 1996
0     Benham Intermediate-Term Bond Fund                                              September 3, 1996
0     Benham Limited-Term Bond Fund                                                   September 3, 1996
0     Benham Bond Fund                                                                September 3, 1996
0     Twentieth Century Select Fund                                                   September 3, 1996
0     Twentieth Century Ultra Fund                                                    September 3, 1996
0     Twentieth Century Vista Fund                                                    September 3, 1996
0     Benham High-Yield Fund                                                          September 20, 1997

AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
0     American Century Strategic Allocation: Aggressive                               September 3, 1996
0     American Century Strategic Allocation: Conservative                             September 3, 1996
0     American Century Strategic Allocation: Moderate                                 September 3, 1996

AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
      Twentieth Century International Growth Fund                                     September 3, 1996
      Twentieth Century International Discovery Fund                                  September 3, 1996
      Twentieth Century Emerging Markets Fund                                         September 3, 1996
</TABLE>

          Schedule of Computation of Performance Advertising Quotations

A. Representative Total Return Calculations

         Set forth below are  representative  calculations of each type of total
return performance quotation included in the Statement of Additional Information
of American  Century Mutual Funds,  Inc. The method of calculating  each type of
total  return  performance  quotation  is the same  for  each  class of a fund's
shares.

         1. Average annual total return.  The five year average annual return of
the Investor Class of shares of Growth, as quoted in the Statement of Additional
Information, was 13.50%.

         This return was calculated as follows:

                  P(1+T)n=ERV

         where,

         P = a hypothetical  initial  payment of $1,000 T = average annual total
return n = number of years  ERV = ending  redeemable  value of the  hypothetical
$1,000 payment at the end of 5 years.

         Applying  the actual  return  figures  of Growth for the 5 year  period
ended October 31, 1997:

         1,000 (1+88.32%)5 = $1,883.20

         T =  1,883.20  1/5 - 1
          --------
         1,000.00

          T = 13.50%

         2. Cumulative total return. The cumulative total return of the Investor
Class of  shares  of the  Growth  from  6/30/71  to  10/31/97  as  quoted in the
Statement of Additional Information, was 8629.77%

         This return was calculated as follows:

          C = (ERV - P)
         --------
         P

          where,

         C = cumulative total return

         P = a hypothetical initial payment of $1,000

         ERV = ending redeemable value of the hypothetical $1,000 payment at the
end of the 26.3 year period

         Applying the actual  return  figures of Growth for the 26.3 year period
ended October 31, 1997:

         C = (87,297.7 - 1,000)
         -------------------
         1,000

         C = 8629.77%

B. Yield Calculations

         Set forth below are  representative  calculations of each type of yield
quotation  included  in the  Statement  of  Additional  Information  of American
Century  Mutual  Funds,  Inc.  The  method  of  calculating  each  type of yield
quotation is the same for each class of a fund's shares.

         1. Cash Reserve  Yield.  The yield for the Investor  Class of shares of
Cash Reserve for the current seven days ended October 31, 1997, as quoted in the
Statement of Additional Information, was 5.14%.

         The yield was computed as follows:

         Y  =  I x 365
         ---  ---
         B     7

         where,

         Y = yield
         I =  total  income  of  hypothetical  account  of  one  share  over B =
         beginning account value ($1)

         Applying  the actual  figures of the  Investor  Class of shares of Cash
Reserve for the seven day period ended October 31, 1997:

         Y = .000985863 x 365
             ----------   ---
                  1        7

         Y = 5.14%

         Thirty-day  yields  are  calculated  similarly,  with  the  appropriate
substitutions.

         2. Cash Reserve  Effective  Yield. The effective yield for the Investor
Class of shares of Cash  Reserve  for the seven days ended  October  31, 1997 as
quoted in the Statement of Additional Information, was 5.27%.

         The effective yield was computed as follows:

         (     I ) 365/7
         EF =  (1 + ---)       -1
          (     B )

         where,

         EF - effective yield
         I= total  income of  hypothetical  account  of one share over seven day
          period
         B = beginning account value ($1)

         Applying  the actual  figures of Cash  Reserve for the seven day period
ended October 31, 1997

         EF =  1 + .000985863  365 - 1
                    --------   ---
                        1       7

         EF = 5.27%

         3. Other  Fixed-Income Funds and the Balanced Fund Yield. The yield for
Limited-Term  Bond for the thirty days ended  October 31, 1997, as quoted in the
Statement of Additional Information, was 5.45%.

         The yield was calculated as follows:

         Y =   a - b + 1  6 - 1 *2
         -----
          c*d

         where,

         Y = yield
         a = total income during thirty day period
         b = expense accrued for the period
         c = average daily number of shares outstanding during the period 
         d = maximum offering price per share on last day of period

         Applying  the actual  figures of  Limited-Term  Bond for the thirty day
period ended October 31, 1997:

           76,226.87 - 8,652.89 +1  6 - 1 *2
          ----------------------
            1,507,669.938*9.98

         Y = 5.45%


         Cumulative total return and average annual total return  quotations for
the  fixed-income  funds (other than Cash  Reserve) are  calculated  in the same
manner as cumulative total return and average annual total return quotations for
the American Century common stock funds and the Balanced Fund as described under
paragraphs A1 and A2 of this Schedule.


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  American Century
Mutual Funds, Inc., hereinafter called the "Corporation",  and certain directors
and officers of the  Corporation,  do hereby  constitute and appoint  Richard W.
Ingram,  Patrick A. Looby,  Charles A.  Etherington,  David H.  Reinmiller,  and
Charles  C.S.  Park,  and  each of them  individually,  their  true  and  lawful
attorneys  and  agents  to take  any  and all  action  and  execute  any and all
instruments  which said  attorneys and agents may deem necessary or advisable to
enable the  Corporation  to comply  with the  Securities  Act of 1933 and/or the
Investment Company Act of 1940, as amended, and any rules, regulations,  orders,
or other  requirements of the United States  Securities and Exchange  Commission
thereunder, in connection with the registration under the Securities Act of 1933
and/or the Investment Company Act of 1940, as amended,  including  specifically,
but without limitation of the foregoing, power and authority to sign the name of
the  Corporation in its behalf and to affix its corporate  seal, and to sign the
names of each of such  directors and officers in their  capacities as indicated,
to any  amendment or  supplement to the  Registration  Statement  filed with the
Securities and Exchange  Commission  under the Securities Act of 1933 and/or the
Investment Company Act of 1940, as amended,  and to any instruments or documents
filed  or to be  filed  as a part of or in  connection  with  such  Registration
Statement;  and each of the  undersigned  hereby  ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Power to be
executed by its duly authorized officers on this the 23rd day of January, 1998.

                                             AMERICAN CENTURY MUTUAL FUNDS, INC.


                                             By:  /s/ Richard W. Ingram
                                                  Richard W. Ingram, President


                               SIGNATURE AND TITLE


/s/ Richard W. Ingram                                /s/ Robert W. Doering
Richard W. Ingram                                    Robert W. Doering, M.D.
President, Principal Executive and Principal         Director
Financial Officer

/s/ Maryanne Roepke                                  /s/ Andrea C. Hall
Maryanne Roepke                                      Andrea C. Hall, Ph.D.
Vice President and Treasurer                         Director


/s/ James E. Stowers, Jr.                            /s/ Donald H. Pratt
James E. Stowers, Jr.                                Donald H. Pratt
Director                                             Director


/s/ James E. Stowers III                             /s/ Lloyd T. Silver
James E. Stowers III                                 Lloyd T. Silver
Director                                             Director


/s/ Thomas A. Brown                                  /s/ M. Jeannine Strandjord
Thomas A. Brown                                      M. Jeannine Strandjord
Director                                             Director


Attest:                                              /s/ D.D. (Del) Hock
                                                     D.D. (Del) Hock
By:  /s/ Patrick A. Looby                            Director
       Patrick A. Looby, Secretary

                     AMENDMENT NO. 2 TO MULTIPLE CLASS PLAN
                                       OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
                       AMERICAN CENTURY MUTUAL FUNDS, INC.
               AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
                    AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.


         THIS  AMENDMENT NO. 2 TO MULTIPLE CLASS PLAN is made as of the 30th day
of September,  1997, by each of the above named  corporations  (the  "Issuers").
Capitalized  terms not otherwise  defined herein shall have the meaning ascribed
to them in the Multiple Class Plan.

                                    RECITALS

         WHEREAS, the Issuers are parties to a certain Multiple Class Plan dated
as of May 31, 1996, amended June 13, 1997 (the "Plan"); and

         WHEREAS,  American Century Mutual Funds  Portfolios,  Inc., has added a
series,  American  Century  - Benham  High-Yield  Fund  (the  "Fund"),  offering
multiple classes; and

         WHEREAS,  the  parties  desire  to amend  the Plan to adopt the Plan on
behalf of the Fund.

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  set forth
herein, the parties hereto agree as follows:

         1. American Century Mutual Funds, Inc. hereby adopts the Plan on behalf
of the Fund, in  accordance  with Rule 18f-3 under the 1940 Act and on the terms
and conditions contained in the Plan.

         2.  Schedule  A to the Plan is  hereby  amended  by  deleting  the text
thereof in its entirety and  inserting in lieu  therefor the Schedule A attached
hereto.

         3. After the date hereof, all references to the Plan shall be deemed to
mean the Multiple  Class Plan, as amended by Amendment No. 1 and this  Amendment
No. 2.

         4. In the event of a conflict  between the terms of this Amendment No.2
and the  Plan,  it is the  intention  of the  parties  that  the  terms  of this
Amendment No. 2 shall control and the Plan shall be  interpreted  on that basis.
To the extent the provisions of the Plan have not been amended by this Amendment
No. 2, the parties hereby confirm and ratify the Plan.

         6. This  Amendment  No. 2 may be executed in two or more  counterparts,
each of which shall be an original and all of which  together  shall  constitute
one instrument.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment No. 2
as of the date first above written.

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


                         BY:  /s/ William M. Lyons
                                 William M. Lyons
                                 Executive Vice President of each of the Issuers
<PAGE>
<TABLE>
<CAPTION>
                                            SCHEDULE A

                                  Companies and Funds Covered by this Multiclass Plan
- ---------------------------------------------------------- ----------- --------------------- ------------- --------------------
                                                            Investor      Institutional        Services          Advisor
Fund                                                         Class            Class             Class             Class
- ---------------------------------------------------------- ----------- --------------------- ------------- --------------------
AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
<S>                                                         <C>            <C>                <C>           <C> 
      American Century Equity Income Fund                     Yes              Yes               Yes               Yes
      American Century Value Fund                             Yes              Yes               Yes               Yes
      American Century Real Estate Fund                       Yes              Yes                No               Yes
- ---------------------------------------------------------- ----------- --------------------- ------------- --------------------
AMERICAN CENTURY MUTUAL FUNDS, INC.
      American Century Balanced Fund                          Yes              Yes               Yes               Yes
      Benham Cash Reserve Fund                                Yes               No               Yes               Yes
      Twentieth Century Growth Fund                           Yes              Yes               Yes               Yes
      Twentieth Century Heritage Fund                         Yes              Yes               Yes               Yes
      Benham Intermediate-Term Bond Fund                      Yes               No               Yes               Yes
      Benham Limited-Term Bond Fund                           Yes               No               Yes               Yes
      Benham Bond Fund                                        Yes               No               Yes               Yes
      Twentieth Century Select Fund                           Yes              Yes               Yes               Yes
      Twentieth Century Ultra Fund                            Yes              Yes               Yes               Yes
      Twentieth Century Vista Fund                            Yes              Yes               Yes               Yes
      Twentieth Century Giftrust                              Yes               No                No               No
      Twentieth Century New Opportunities Fund                Yes               No                No               No
      Benham High-Yield Fund                                  Yes               No                No               Yes
- ---------------------------------------------------------- ----------- --------------------- ------------- --------------------
AMERICAN CENTURY STRATEGIC ASSET ALLOCATIONS, INC.
      American Century Strategic Allocation: Aggressive       Yes               No               Yes               Yes
      American Century Strategic Allocation: Conservative     Yes               No               Yes               Yes
      American Century Strategic Allocation: Moderate         Yes               No               Yes               Yes
- ---------------------------------------------------------- ----------- --------------------- ------------- --------------------
AMERICAN CENTURY WORLD MUTUAL FUNDS, INC.
      Twentieth Century International Growth Fund             Yes              Yes               Yes               Yes
      Twentieth Century International Discovery Fund          Yes              Yes               Yes               Yes
      Twentieth Century Emerging Markets Fund                 Yes              Yes               Yes               Yes
- ---------------------------------------------------------- ----------- --------------------- ------------- --------------------
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IS ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 1
   <NAME> AMERICAN CENTURY-TWENTIETH CENTURY GROWTH FUND
<MULTIPLIER>                                                   1000
       
<S>                       <C>
<PERIOD-TYPE>                             YEAR
<FISCAL-YEAR-END>                         OCT-31-1997
<PERIOD-END>                              OCT-31-1997               <F1>
<INVESTMENTS-AT-COST>                                     3,526,686
<INVESTMENTS-AT-VALUE>                                    5,046,725
<RECEIVABLES>                                                96,353
<ASSETS-OTHER>                                                3,279
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                            5,146,357
<PAYABLE-FOR-SECURITIES>                                     13,652
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                    17,557
<TOTAL-LIABILITIES>                                          31,209
<SENIOR-EQUITY>                                               1,836
<PAID-IN-CAPITAL-COMMON>                                  2,844,425
<SHARES-COMMON-STOCK>                                       183,598
<SHARES-COMMON-PRIOR>                                       214,526
<ACCUMULATED-NII-CURRENT>                                         0
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                     749,514
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                  1,519,373
<NET-ASSETS>                                              5,115,148
<DIVIDEND-INCOME>                                            41,246
<INTEREST-INCOME>                                             8,269
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                               48,521
<NET-INVESTMENT-INCOME>                                         994
<REALIZED-GAINS-CURRENT>                                    759,739
<APPREC-INCREASE-CURRENT>                                   400,028
<NET-CHANGE-FROM-OPS>                                     1,160,761
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                    38,510
<DISTRIBUTIONS-OF-GAINS>                                     51,784
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                      35,361
<NUMBER-OF-SHARES-REDEEMED>                                  70,224
<SHARES-REINVESTED>                                           3,935
<NET-CHANGE-IN-ASSETS>                                      349,724
<ACCUMULATED-NII-PRIOR>                                      38,410
<ACCUMULATED-GAINS-PRIOR>                                    40,665
<OVERDISTRIB-NII-PRIOR>                                           0
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                        48,473
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                              48,521
<AVERAGE-NET-ASSETS>                                      4,837,111
<PER-SHARE-NAV-BEGIN>                                         22.21 <F2>
<PER-SHARE-NII>                                                0.01 <F2>
<PER-SHARE-GAIN-APPREC>                                        6.07 <F2>
<PER-SHARE-DIVIDEND>                                           0.18 <F2>
<PER-SHARE-DISTRIBUTIONS>                                      0.25 <F2>
<RETURNS-OF-CAPITAL>                                           0.00
<PER-SHARE-NAV-END>                                           27.86 <F2>
<EXPENSE-RATIO>                                                1.00 <F2>
<AVG-DEBT-OUTSTANDING>                                            0
<AVG-DEBT-PER-SHARE>                                           0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IS ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 2
   <NAME> AMERICAN CENTURY-TWENTIETH CENTURY SELECT FUND
<MULTIPLIER>                                                    1000
       
<S>                       <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-END>                               OCT-31-1997               <F1>
<INVESTMENTS-AT-COST>                                      3,580,577
<INVESTMENTS-AT-VALUE>                                     4,810,077
<RECEIVABLES>                                                 72,291
<ASSETS-OTHER>                                                 1,350
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                             4,883,718
<PAYABLE-FOR-SECURITIES>                                      91,017
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                     10,490
<TOTAL-LIABILITIES>                                          101,507
<SENIOR-EQUITY>                                                  993
<PAID-IN-CAPITAL-COMMON>                                   2,853,372
<SHARES-COMMON-STOCK>                                         99,252
<SHARES-COMMON-PRIOR>                                         97,279
<ACCUMULATED-NII-CURRENT>                                     18,942
<OVERDISTRIBUTION-NII>                                             0
<ACCUMULATED-NET-GAINS>                                      779,591
<OVERDISTRIBUTION-GAINS>                                           0
<ACCUM-APPREC-OR-DEPREC>                                   1,129,313
<NET-ASSETS>                                               4,782,211
<DIVIDEND-INCOME>                                             53,832
<INTEREST-INCOME>                                              5,796
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                                44,712
<NET-INVESTMENT-INCOME>                                       14,916
<REALIZED-GAINS-CURRENT>                                     789,506
<APPREC-INCREASE-CURRENT>                                    270,066
<NET-CHANGE-FROM-OPS>                                      1,074,488
<EQUALIZATION>                                                     0
<DISTRIBUTIONS-OF-INCOME>                                     31,065
<DISTRIBUTIONS-OF-GAINS>                                     353,996
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                       17,888
<NUMBER-OF-SHARES-REDEEMED>                                   25,385
<SHARES-REINVESTED>                                            9,470
<NET-CHANGE-IN-ASSETS>                                       743,532
<ACCUMULATED-NII-PRIOR>                                       28,576
<ACCUMULATED-GAINS-PRIOR>                                    350,596
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                         44,667
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                               44,712
<AVERAGE-NET-ASSETS>                                       4,450,959
<PER-SHARE-NAV-BEGIN>                                          41.52 <F2>
<PER-SHARE-NII>                                                 0.15 <F2>
<PER-SHARE-GAIN-APPREC>                                        10.51 <F2>
<PER-SHARE-DIVIDEND>                                            0.32 <F2>
<PER-SHARE-DISTRIBUTIONS>                                       3.68 <F2>
<RETURNS-OF-CAPITAL>                                            0.00
<PER-SHARE-NAV-END>                                            48.18 <F2>
<EXPENSE-RATIO>                                                 1.00 <F2>
<AVG-DEBT-OUTSTANDING>                                             0
<AVG-DEBT-PER-SHARE>                                            0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATE). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 3
   <NAME> AMERICAN CENTURY-TWENTIETH CENTURY ULTRA FUND
<MULTIPLIER>                                                  1000
       
<S>                           <C>
<PERIOD-TYPE>                            YEAR
<FISCAL-YEAR-END>                        OCT-31-1997
<PERIOD-END>                             OCT-31-1997
<INVESTMENTS-AT-COST>                                   16,874,876 <F1>
<INVESTMENTS-AT-VALUE>                                  21,810,096
<RECEIVABLES>                                              514,077
<ASSETS-OTHER>                                              40,905
<OTHER-ITEMS-ASSETS>                                             0
<TOTAL-ASSETS>                                          22,365,078
<PAYABLE-FOR-SECURITIES>                                   588,442
<SENIOR-LONG-TERM-DEBT>                                     50,720
<OTHER-ITEMS-LIABILITIES>                                        0
<TOTAL-LIABILITIES>                                        639,162
<SENIOR-EQUITY>                                              6,492
<PAID-IN-CAPITAL-COMMON>                                12,209,967
<SHARES-COMMON-STOCK>                                      649,251
<SHARES-COMMON-PRIOR>                                      619,157
<ACCUMULATED-NII-CURRENT>                                   12,202
<OVERDISTRIBUTION-NII>                                           0
<ACCUMULATED-NET-GAINS>                                  4,568,150
<OVERDISTRIBUTION-GAINS>                                         0
<ACCUM-APPREC-OR-DEPREC>                                 4,929,105
<NET-ASSETS>                                            21,725,916
<DIVIDEND-INCOME>                                          192,754
<INTEREST-INCOME>                                           19,425
<OTHER-INCOME>                                                   0
<EXPENSES-NET>                                                   0
<NET-INVESTMENT-INCOME>                                      7,130
<REALIZED-GAINS-CURRENT>                                 4,609,668
<APPREC-INCREASE-CURRENT>                              (1,018,159)
<NET-CHANGE-FROM-OPS>                                    3,598,639
<EQUALIZATION>                                                   0
<DISTRIBUTIONS-OF-INCOME>                                1,045,936
<DISTRIBUTIONS-OF-GAINS>                                         0
<DISTRIBUTIONS-OTHER>                                            0
<NUMBER-OF-SHARES-SOLD>                                    190,294
<NUMBER-OF-SHARES-REDEEMED>                                195,591
<SHARES-REINVESTED>                                         35,391
<NET-CHANGE-IN-ASSETS>                                   3,446,970
<ACCUMULATED-NII-PRIOR>                                  1,010,641
<ACCUMULATED-GAINS-PRIOR>                                        0
<OVERDISTRIB-NII-PRIOR>                                          0
<OVERDIST-NET-GAINS-PRIOR>                                       0
<GROSS-ADVISORY-FEES>                                      207,741
<INTEREST-EXPENSE>                                               0
<GROSS-EXPENSE>                                            205,049
<AVERAGE-NET-ASSETS>                                    19,897,912
<PER-SHARE-NAV-BEGIN>                                        28.03 <F2>
<PER-SHARE-NII>                                               0.01 <F2>
<PER-SHARE-GAIN-APPREC>                                       5.62 <F2>
<PER-SHARE-DIVIDEND>                                          0.00  
<PER-SHARE-DISTRIBUTIONS>                                     1.69 <F2>
<RETURNS-OF-CAPITAL>                                          0.00  
<PER-SHARE-NAV-END>                                          33.46 <F2>
<EXPENSE-RATIO>                                               1.00 <F2>
<AVG-DEBT-OUTSTANDING>                                           0  
<AVG-DEBT-PER-SHARE>                                          0.00
<FN>                                                                 
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATE). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER>  4
   <NAME> AMERICAN CENTURY-TWENTIETH CENTURY VISTA FUND
<MULTIPLIER>                                                     1000
       
<S>                            <C>
<PERIOD-TYPE>                               YEAR
<FISCAL-YEAR-END>                           OCT-31-1997
<PERIOD-END>                                OCT-31-1997
<INVESTMENTS-AT-COST>                                       1,405,293
<INVESTMENTS-AT-VALUE>                                      1,853,865
<RECEIVABLES>                                                  52,088
<ASSETS-OTHER>                                                  5,908
<OTHER-ITEMS-ASSETS>                                                0
<TOTAL-ASSETS>                                              1,911,861
<PAYABLE-FOR-SECURITIES>                                       58,534
<SENIOR-LONG-TERM-DEBT>                                             0
<OTHER-ITEMS-LIABILITIES>                                      15,485
<TOTAL-LIABILITIES>                                            63,639
<SENIOR-EQUITY>                                                 1,272
<PAID-IN-CAPITAL-COMMON>                                    1,302,886
<SHARES-COMMON-STOCK>                                         127,209
<SHARES-COMMON-PRIOR>                                         145,535
<ACCUMULATED-NII-CURRENT>                                           0
<OVERDISTRIBUTION-NII>                                              0
<ACCUMULATED-NET-GAINS>                                        95,492
<OVERDISTRIBUTION-GAINS>                                            0
<ACCUM-APPREC-OR-DEPREC>                                      448,572
<NET-ASSETS>                                                1,848,222
<DIVIDEND-INCOME>                                               1,773
<INTEREST-INCOME>                                               3,472
<OTHER-INCOME>                                                      0
<EXPENSES-NET>                                                 19,654
<NET-INVESTMENT-INCOME>                                      (14,409)
<REALIZED-GAINS-CURRENT>                                       96,402
<APPREC-INCREASE-CURRENT>                                    (87,061)
<NET-CHANGE-FROM-OPS>                                         (5,068)
<EQUALIZATION>                                                      0
<DISTRIBUTIONS-OF-INCOME>                                           0
<DISTRIBUTIONS-OF-GAINS>                                      168,934 <F2>
<DISTRIBUTIONS-OTHER>                                               0
<NUMBER-OF-SHARES-SOLD>                                        78,744
<NUMBER-OF-SHARES-REDEEMED>                                   108,533
<SHARES-REINVESTED>                                            11,484 <F2>
<NET-CHANGE-IN-ASSETS>                                      (433,256)
<ACCUMULATED-NII-PRIOR>                                             0  
<ACCUMULATED-GAINS-PRIOR>                                     171,813
<OVERDISTRIB-NII-PRIOR>                                             0
<OVERDIST-NET-GAINS-PRIOR>                                          0  
<GROSS-ADVISORY-FEES>                                          19,603
<INTEREST-EXPENSE>                                                  0
<GROSS-EXPENSE>                                                19,654
<AVERAGE-NET-ASSETS>                                        1,885,793
<PER-SHARE-NAV-BEGIN>                                           15.68 <F2>
<PER-SHARE-NII>                                                (0.10) <F2>
<PER-SHARE-GAIN-APPREC>                                          0.13 <F2>
<PER-SHARE-DIVIDEND>                                             0.00
<PER-SHARE-DISTRIBUTIONS>                                        1.18 <F2>
<RETURNS-OF-CAPITAL>                                             0.00
<PER-SHARE-NAV-END>                                             14.53 <F2>
<EXPENSE-RATIO>                                                  1.00 <F2>
<AVG-DEBT-OUTSTANDING>                                              0  
<AVG-DEBT-PER-SHARE>                                             0.00
<FN>                                                                 
<F1>SCHEDULE RELFECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
                                                                     

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 5
   <NAME> AMERICAN CENTURY-TWENTIETH CENTURY GIFTRUST FUND
<MULTIPLIER>                                                        1000
       
<S>                          <C>
<PERIOD-TYPE>                                  YEAR
<FISCAL-YEAR-END>                              OCT-31-1997
<PERIOD-END>                                   OCT-31-1997
<INVESTMENTS-AT-COST>                                            819,468
<INVESTMENTS-AT-VALUE>                                         1,020,996
<RECEIVABLES>                                                     30,244
<ASSETS-OTHER>                                                       723
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                                 1,051,963
<PAYABLE-FOR-SECURITIES>                                          27,235
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                          1,088
<TOTAL-LIABILITIES>                                               28,323
<SENIOR-EQUITY>                                                      402
<PAID-IN-CAPITAL-COMMON>                                         792,709
<SHARES-COMMON-STOCK>                                             40,206
<SHARES-COMMON-PRIOR>                                             33,572
<ACCUMULATED-NII-CURRENT>                                              0
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                           29,001
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                         201,528
<NET-ASSETS>                                                   1,023,640
<DIVIDEND-INCOME>                                                    417
<INTEREST-INCOME>                                                  1,954
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                     9,061
<NET-INVESTMENT-INCOME>                                           (6,690)
<REALIZED-GAINS-CURRENT>                                          30,092
<APPREC-INCREASE-CURRENT>                                          4,921
<NET-CHANGE-FROM-OPS>                                             28,323
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                              0
<DISTRIBUTIONS-OF-GAINS>                                          27,032
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                            6,139
<NUMBER-OF-SHARES-REDEEMED>                                          631
<SHARES-REINVESTED>                                                1,126
<NET-CHANGE-IN-ASSETS>                                           157,890
<ACCUMULATED-NII-PRIOR>                                                0
<ACCUMULATED-GAINS-PRIOR>                                         25,941  
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                              9,061
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                    9,053
<AVERAGE-NET-ASSETS>                                             862,884
<PER-SHARE-NAV-BEGIN>                                                 25.79
<PER-SHARE-NII>                                                        0.18
<PER-SHARE-GAIN-APPREC>                                                0.63
<PER-SHARE-DIVIDEND>                                                   0.00
<PER-SHARE-DISTRIBUTIONS>                                              0.78
<RETURNS-OF-CAPITAL>                                                   0.00
<PER-SHARE-NAV-END>                                                   25.46
<EXPENSE-RATIO>                                                        1.00
<AVG-DEBT-OUTSTANDING>                                                 0
<AVG-DEBT-PER-SHARE>                                                   0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 6
   <NAME> AMERICAN CENTURY-BENHAM CASH RESERVE FUND
<MULTIPLIER>                                                     1000
       
<S>                       <C>
<PERIOD-TYPE>                               YEAR
<FISCAL-YEAR-END>                           OCT-31-1997
<PERIOD-END>                                OCT-31-1997               <F1>
<INVESTMENTS-AT-COST>                                       1,182,930  
<INVESTMENTS-AT-VALUE>                                      1,182,930
<RECEIVABLES>                                                   1,427
<ASSETS-OTHER>                                                    813
<OTHER-ITEMS-ASSETS>                                                0
<TOTAL-ASSETS>                                              1,185,170
<PAYABLE-FOR-SECURITIES>                                            0
<SENIOR-LONG-TERM-DEBT>                                             0
<OTHER-ITEMS-LIABILITIES>                                       8,588
<TOTAL-LIABILITIES>                                             8,588
<SENIOR-EQUITY>                                                11,767
<PAID-IN-CAPITAL-COMMON>                                    1,164,899
<SHARES-COMMON-STOCK>                                       1,176,666
<SHARES-COMMON-PRIOR>                                       1,347,178
<ACCUMULATED-NII-CURRENT>                                           0
<OVERDISTRIBUTION-NII>                                              0
<ACCUMULATED-NET-GAINS>                                          (84)
<OVERDISTRIBUTION-GAINS>                                            0
<ACCUM-APPREC-OR-DEPREC>                                            0
<NET-ASSETS>                                                1,176,582
<DIVIDEND-INCOME>                                                   0
<INTEREST-INCOME>                                              70,709
<OTHER-INCOME>                                                      0
<EXPENSES-NET>                                                  8,540
<NET-INVESTMENT-INCOME>                                        62,169
<REALIZED-GAINS-CURRENT>                                          (6)
<APPREC-INCREASE-CURRENT>                                           0
<NET-CHANGE-FROM-OPS>                                          62,163
<EQUALIZATION>                                                      0
<DISTRIBUTIONS-OF-INCOME>                                      62,169
<DISTRIBUTIONS-OF-GAINS>                                            0
<DISTRIBUTIONS-OTHER>                                               0
<NUMBER-OF-SHARES-SOLD>                                     2,380,659
<NUMBER-OF-SHARES-REDEEMED>                                 2,612,225
<SHARES-REINVESTED>                                            61,054
<NET-CHANGE-IN-ASSETS>                                      (170,518)
<ACCUMULATED-NII-PRIOR>                                             0
<ACCUMULATED-GAINS-PRIOR>                                           0
<OVERDISTRIB-NII-PRIOR>                                             0
<OVERDIST-NET-GAINS-PRIOR>                                          0
<GROSS-ADVISORY-FEES>                                           8,526
<INTEREST-EXPENSE>                                                  0
<GROSS-EXPENSE>                                                 8,540
<AVERAGE-NET-ASSETS>                                        1,261,893
<PER-SHARE-NAV-BEGIN>                                            1.00
<PER-SHARE-NII>                                                  0.05 <F2>
<PER-SHARE-GAIN-APPREC>                                          0.00
<PER-SHARE-DIVIDEND>                                             0.05 <F2>
<PER-SHARE-DISTRIBUTIONS>                                        0.00
<RETURNS-OF-CAPITAL>                                             0.00
<PER-SHARE-NAV-END>                                              1.00
<EXPENSE-RATIO>                                                  0.68 <F2>
<AVG-DEBT-OUTSTANDING>                                              0
<AVG-DEBT-PER-SHARE>                                             0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 7
   <NAME> BENHAM BOND FUND
<MULTIPLIER>                                                       1000
       
<S>                       <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                             OCT-31-1997
<PERIOD-END>                                  OCT-31-1997               <F1>
<INVESTMENTS-AT-COST>                                           120,706  
<INVESTMENTS-AT-VALUE>                                          124,762
<RECEIVABLES>                                                     3,373
<ASSETS-OTHER>                                                        0
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                                  128,135
<PAYABLE-FOR-SECURITIES>                                              0
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                         1,092
<TOTAL-LIABILITIES>                                               1,092
<SENIOR-EQUITY>                                                     130
<PAID-IN-CAPITAL-COMMON>                                        122,513
<SHARES-COMMON-STOCK>                                            13,058
<SHARES-COMMON-PRIOR>                                            14,801
<ACCUMULATED-NII-CURRENT>                                             0
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                             344
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                          4,056
<NET-ASSETS>                                                    127,043
<DIVIDEND-INCOME>                                                     0
<INTEREST-INCOME>                                                 9,335
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                                    1,059
<NET-INVESTMENT-INCOME>                                           8,276
<REALIZED-GAINS-CURRENT>                                            350
<APPREC-INCREASE-CURRENT>                                         2,059
<NET-CHANGE-FROM-OPS>                                            10,685
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                         8,276
<DISTRIBUTIONS-OF-GAINS>                                          1,310 <F2>
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                           5,160
<NUMBER-OF-SHARES-REDEEMED>                                       7,849
<SHARES-REINVESTED>                                                 947
<NET-CHANGE-IN-ASSETS>                                         (15,524)
<ACCUMULATED-NII-PRIOR>                                               0
<ACCUMULATED-GAINS-PRIOR>                                             0  
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                             1,058
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                                   1,059
<AVERAGE-NET-ASSETS>                                            128,381
<PER-SHARE-NAV-BEGIN>                                              9.63 <F2>
<PER-SHARE-NII>                                                    0.60 <F2>
<PER-SHARE-GAIN-APPREC>                                            0.19 <F2>
<PER-SHARE-DIVIDEND>                                               0.60 <F2>
<PER-SHARE-DISTRIBUTIONS>                                          0.09 <F2>
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                                9.73 <F2>
<EXPENSE-RATIO>                                                    0.80 <F2>
<AVG-DEBT-OUTSTANDING>                                                0
<AVG-DEBT-PER-SHARE>                                               0.00
<FN>
<F1> SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2> INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IS ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 8
   <NAME> AMERICAN CENTURY-TWENTIETH CENTURY HERITAGE FUND
<MULTIPLIER>                                                   1000
       
<S>                       <C>
<PERIOD-TYPE>                             YEAR
<FISCAL-YEAR-END>                         OCT-31-1997
<PERIOD-END>                              OCT-31-1997               <F1>
<INVESTMENTS-AT-COST>                                     1,051,090
<INVESTMENTS-AT-VALUE>                                    1,320,176
<RECEIVABLES>                                                15,556
<ASSETS-OTHER>                                                1,407
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                            1,337,139
<PAYABLE-FOR-SECURITIES>                                     13,233
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                     2,391
<TOTAL-LIABILITIES>                                          15,624
<SENIOR-EQUITY>                                                 889
<PAID-IN-CAPITAL-COMMON>                                    804,731
<SHARES-COMMON-STOCK>                                        88,918
<SHARES-COMMON-PRIOR>                                        99,252
<ACCUMULATED-NII-CURRENT>                                     6,439
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                     240,419
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                    269,037
<NET-ASSETS>                                              1,321,515
<DIVIDEND-INCOME>                                             9,647
<INTEREST-INCOME>                                             2,943
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                               11,971
<NET-INVESTMENT-INCOME>                                         619
<REALIZED-GAINS-CURRENT>                                     28,649
<APPREC-INCREASE-CURRENT>                                    52,273
<NET-CHANGE-FROM-OPS>                                       300,922
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                     8,095
<DISTRIBUTIONS-OF-GAINS>                                     62,011
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                      26,815
<NUMBER-OF-SHARES-REDEEMED>                                  32,174
<SHARES-REINVESTED>                                           5,793
<NET-CHANGE-IN-ASSETS>                                      238,364
<ACCUMULATED-NII-PRIOR>                                       7,938
<ACCUMULATED-GAINS-PRIOR>                                    59,758
<OVERDISTRIB-NII-PRIOR>                                           0
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                        11,960
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                              11,971
<AVERAGE-NET-ASSETS>                                      1,202,459
<PER-SHARE-NAV-BEGIN>                                         12.24 <F2>
<PER-SHARE-NII>                                                0.01 <F2>
<PER-SHARE-GAIN-APPREC>                                        3.41 <F2>
<PER-SHARE-DIVIDEND>                                           0.09 <F2>
<PER-SHARE-DISTRIBUTIONS>                                      0.71 <F2>
<RETURNS-OF-CAPITAL>                                           0.00
<PER-SHARE-NAV-END>                                           14.86 <F2>
<EXPENSE-RATIO>                                                1.00 <F2>
<AVG-DEBT-OUTSTANDING>                                            0
<AVG-DEBT-PER-SHARE>                                           0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 9
   <NAME> AMERICAN CENTURY BALANCED FUND
<MULTIPLIER>                                                       1000
       
<S>                            <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                             OCT-31-1997
<PERIOD-END>                                  OCT-31-1997               <F1>
<INVESTMENTS-AT-COST>                                           761,789
<INVESTMENTS-AT-VALUE>                                          924,706
<RECEIVABLES>                                                    14,527
<ASSETS-OTHER>                                                    3,557
<OTHER-ITEMS-ASSETS>                                                  0
<TOTAL-ASSETS>                                                  942,790
<PAYABLE-FOR-SECURITIES>                                          8,437
<SENIOR-LONG-TERM-DEBT>                                               0
<OTHER-ITEMS-LIABILITIES>                                         2,492
<TOTAL-LIABILITIES>                                              10,929
<SENIOR-EQUITY>                                                  50,289
<PAID-IN-CAPITAL-COMMON>                                        641,149
<SHARES-COMMON-STOCK>                                            47,654
<SHARES-COMMON-PRIOR>                                            47,404
<ACCUMULATED-NII-CURRENT>                                         2,562
<OVERDISTRIBUTION-NII>                                                0
<ACCUMULATED-NET-GAINS>                                          75,060
<OVERDISTRIBUTION-GAINS>                                              0
<ACCUM-APPREC-OR-DEPREC>                                        162,801
<NET-ASSETS>                                                    931,861
<DIVIDEND-INCOME>                                                 3,958
<INTEREST-INCOME>                                                24,540
<OTHER-INCOME>                                                        0
<EXPENSES-NET>                                                    9,047
<NET-INVESTMENT-INCOME>                                          19,451
<REALIZED-GAINS-CURRENT>                                         75,936
<APPREC-INCREASE-CURRENT>                                        41,356
<NET-CHANGE-FROM-OPS>                                           136,743
<EQUALIZATION>                                                        0
<DISTRIBUTIONS-OF-INCOME>                                        20,504
<DISTRIBUTIONS-OF-GAINS>                                         64,787
<DISTRIBUTIONS-OTHER>                                                 0
<NUMBER-OF-SHARES-SOLD>                                          13,465
<NUMBER-OF-SHARES-REDEEMED>                                      17,969
<SHARES-REINVESTED>                                               4,755
<NET-CHANGE-IN-ASSETS>                                           52,693
<ACCUMULATED-NII-PRIOR>                                          64,614
<ACCUMULATED-GAINS-PRIOR>                                             0
<OVERDISTRIB-NII-PRIOR>                                               0
<OVERDIST-NET-GAINS-PRIOR>                                            0
<GROSS-ADVISORY-FEES>                                             9,022
<INTEREST-EXPENSE>                                                    0
<GROSS-EXPENSE>                                                   9,047
<AVERAGE-NET-ASSETS>                                            871,054
<PER-SHARE-NAV-BEGIN>                                             18.55 <F2>
<PER-SHARE-NII>                                                    0.40 <F2>
<PER-SHARE-GAIN-APPREC>                                            2.41 <F2>
<PER-SHARE-DIVIDEND>                                               0.43 <F2>
<PER-SHARE-DISTRIBUTIONS>                                          1.38 <F2>
<RETURNS-OF-CAPITAL>                                               0.00
<PER-SHARE-NAV-END>                                               19.55 <F2>
<EXPENSE-RATIO>                                                    1.00 <F2>
<AVG-DEBT-OUTSTANDING>                                                0
<AVG-DEBT-PER-SHARE>                                               0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH  REPORT.  INFORMATION  PRESENTED IS A TOTAL OF ALL CLASSES,
EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA). IN THOSE
CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 10
   <NAME> LIMITED-TERM BOND
<MULTIPLIER>                                                        1000
       
<S>                       <C>
<PERIOD-TYPE>                                  YEAR
<FISCAL-YEAR-END>                              OCT-31-1997
<PERIOD-END>                                   OCT-31-1997               <F1>
<INVESTMENTS-AT-COST>                                             14,757  
<INVESTMENTS-AT-VALUE>                                            14,885
<RECEIVABLES>                                                          0
<ASSETS-OTHER>                                                         0
<OTHER-ITEMS-ASSETS>                                                 398
<TOTAL-ASSETS>                                                    15,283
<PAYABLE-FOR-SECURITIES>                                               0
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                             14
<TOTAL-LIABILITIES>                                                   14
<SENIOR-EQUITY>                                                       15
<PAID-IN-CAPITAL-COMMON>                                          15,098
<SHARES-COMMON-STOCK>                                              1,530
<SHARES-COMMON-PRIOR>                                                815
<ACCUMULATED-NII-CURRENT>                                              0
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                               28
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                             128
<NET-ASSETS>                                                      15,269
<DIVIDEND-INCOME>                                                      0
<INTEREST-INCOME>                                                    712
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                        78
<NET-INVESTMENT-INCOME>                                              634
<REALIZED-GAINS-CURRENT>                                              26
<APPREC-INCREASE-CURRENT>                                             76
<NET-CHANGE-FROM-OPS>                                                736
<EQUALIZATION>                                                         0
<DISTRIBUTIONS-OF-INCOME>                                            634 <F2>
<DISTRIBUTIONS-OF-GAINS>                                               0  
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                            1,315
<NUMBER-OF-SHARES-REDEEMED>                                          662
<SHARES-REINVESTED>                                                   62
<NET-CHANGE-IN-ASSETS>                                             7,177
<ACCUMULATED-NII-PRIOR>                                                0
<ACCUMULATED-GAINS-PRIOR>                                              0  
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                                 78
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                       78
<AVERAGE-NET-ASSETS>                                               8,846
<PER-SHARE-NAV-BEGIN>                                               9.93 <F2>
<PER-SHARE-NII>                                                     0.56 <F2>
<PER-SHARE-GAIN-APPREC>                                             0.05 <F2>
<PER-SHARE-DIVIDEND>                                                0.56 <F2>
<PER-SHARE-DISTRIBUTIONS>                                           0.00  
<RETURNS-OF-CAPITAL>                                                0.00
<PER-SHARE-NAV-END>                                                 9.98 <F2>
<EXPENSE-RATIO>                                                     0.69 <F2>
<AVG-DEBT-OUTSTANDING>                                                 0
<AVG-DEBT-PER-SHARE>                                                0.00
<FN>
<F1> SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2> INVESTOR CLASS INFORMATION ONLY.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 11
   <NAME> INTERMEDIATE-TERM BOND
<MULTIPLIER>                                                     1000
       
<S>                       <C>
<PERIOD-TYPE>                               YEAR
<FISCAL-YEAR-END>                           OCT-31-1997
<PERIOD-END>                                OCT-31-1997                
<INVESTMENTS-AT-COST>                                          19,762  
<INVESTMENTS-AT-VALUE>                                         20,154
<RECEIVABLES>                                                     808
<ASSETS-OTHER>                                                      0
<OTHER-ITEMS-ASSETS>                                                0
<TOTAL-ASSETS>                                                 20,962
<PAYABLE-FOR-SECURITIES>                                          309
<SENIOR-LONG-TERM-DEBT>                                             0
<OTHER-ITEMS-LIABILITIES>                                         510
<TOTAL-LIABILITIES>                                               819
<SENIOR-EQUITY>                                                    19
<PAID-IN-CAPITAL-COMMON>                                       19,718
<SHARES-COMMON-STOCK>                                           1,999
<SHARES-COMMON-PRIOR>                                           1,577
<ACCUMULATED-NII-CURRENT>                                           0
<OVERDISTRIBUTION-NII>                                              0
<ACCUMULATED-NET-GAINS>                                            14
<OVERDISTRIBUTION-GAINS>                                            0
<ACCUM-APPREC-OR-DEPREC>                                          392
<NET-ASSETS>                                                   20,143
<DIVIDEND-INCOME>                                                   0
<INTEREST-INCOME>                                               1,190
<OTHER-INCOME>                                                      0
<EXPENSES-NET>                                                    132
<NET-INVESTMENT-INCOME>                                         1,058
<REALIZED-GAINS-CURRENT>                                           19
<APPREC-INCREASE-CURRENT>                                         316
<NET-CHANGE-FROM-OPS>                                           1,393
<EQUALIZATION>                                                      0
<DISTRIBUTIONS-OF-INCOME>                                       1,058
<DISTRIBUTIONS-OF-GAINS>                                            0  
<DISTRIBUTIONS-OTHER>                                               0
<NUMBER-OF-SHARES-SOLD>                                         1,768
<NUMBER-OF-SHARES-REDEEMED>                                     1,442
<SHARES-REINVESTED>                                                96
<NET-CHANGE-IN-ASSETS>                                          4,517
<ACCUMULATED-NII-PRIOR>                                             0
<ACCUMULATED-GAINS-PRIOR>                                           0  
<OVERDISTRIB-NII-PRIOR>                                             0
<OVERDIST-NET-GAINS-PRIOR>                                          0
<GROSS-ADVISORY-FEES>                                             132
<INTEREST-EXPENSE>                                                  0
<GROSS-EXPENSE>                                                   132
<AVERAGE-NET-ASSETS>                                           16,800
<PER-SHARE-NAV-BEGIN>                                            9.91  
<PER-SHARE-NII>                                                  0.60  
<PER-SHARE-GAIN-APPREC>                                          0.16  
<PER-SHARE-DIVIDEND>                                             0.59  
<PER-SHARE-DISTRIBUTIONS>                                        0.00  
<RETURNS-OF-CAPITAL>                                             0.00  
<PER-SHARE-NAV-END>                                             10.07  
<EXPENSE-RATIO>                                                  0.75  
<AVG-DEBT-OUTSTANDING>                                              0  
<AVG-DEBT-PER-SHARE>                                             0.00  
                           

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 12
   <NAME> AMERICAN CENTURY-TWENTIETH CENTURY NEW OPPORTUNITIES
<MULTIPLIER>                                                   1000
                                           
<S>                          <C>
<PERIOD-TYPE>                             YEAR
<FISCAL-YEAR-END>                         OCT-31-1997
<PERIOD-END>                              OCT-31-1997
<INVESTMENTS-AT-COST>                                       212,416
<INVESTMENTS-AT-VALUE>                                      239,111
<RECEIVABLES>                                                 2,482
<ASSETS-OTHER>                                                  155
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                              241,748
<PAYABLE-FOR-SECURITIES>                                      9,901
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                       581
<TOTAL-LIABILITIES>                                          10,482
<SENIOR-EQUITY>                                                 435
<PAID-IN-CAPITAL-COMMON>                                    207,887
<SHARES-COMMON-STOCK>                                        43,529
<SHARES-COMMON-PRIOR>                                        20,840
<ACCUMULATED-NII-CURRENT>                                   208,322
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                     (3,751)
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                     26,695
<NET-ASSETS>                                                231,266
<DIVIDEND-INCOME>                                                52
<INTEREST-INCOME>                                               532
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                                2,152
<NET-INVESTMENT-INCOME>                                     (1,568)
<REALIZED-GAINS-CURRENT>                                    (3,751)
<APPREC-INCREASE-CURRENT>                                    26,695
<NET-CHANGE-FROM-OPS>                                        21,376
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                         0
<DISTRIBUTIONS-OF-GAINS>                                          0
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                      45,726
<NUMBER-OF-SHARES-REDEEMED>                                   2,197
<SHARES-REINVESTED>                                               0
<NET-CHANGE-IN-ASSETS>                                      231,266
<ACCUMULATED-NII-PRIOR>                                           0
<ACCUMULATED-GAINS-PRIOR>                                         0
<OVERDISTRIB-NII-PRIOR>                                           0  
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                         2,151
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                               2,152
<AVERAGE-NET-ASSETS>                                        158,794
<PER-SHARE-NAV-BEGIN>                                          5.00
<PER-SHARE-NII>                                                0.04
<PER-SHARE-GAIN-APPREC>                                        0.35
<PER-SHARE-DIVIDEND>                                           0.00
<PER-SHARE-DISTRIBUTIONS>                                      0.00
<RETURNS-OF-CAPITAL>                                           0.00
<PER-SHARE-NAV-END>                                            5.31
<EXPENSE-RATIO>                                                1.49
<AVG-DEBT-OUTSTANDING>                                            0
<AVG-DEBT-PER-SHARE>                                           0.00
                                           

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000100334
<NAME> AMERICAN CENTURY MUTUAL FUNDS, INC.
<SERIES>
   <NUMBER> 13
   <NAME> AMERICAN CENTURY-BENHAM HIGH YIELD FUND
       
<S>                      <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-END>                               OCT-31-1997
<INVESTMENTS-AT-COST>                                     11,807,572
<INVESTMENTS-AT-VALUE>                                    11,695,900
<RECEIVABLES>                                                170,660
<ASSETS-OTHER>                                                74,470
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                            11,941,030
<PAYABLE-FOR-SECURITIES>                                     858,781
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                     10,257
<TOTAL-LIABILITIES>                                          869,038
<SENIOR-EQUITY>                                               11,178
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